DEF 14A 1 tmb-20230615xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12


	IRADIMED CORPORATION
	(Name of Registrant as Specified in Its Charter)


	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

IRADIMED CORPORATION

1025 Willa Springs Drive, Winter Springs, FL 32708

April 28, 2023

Dear Stockholder:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of IRADIMED CORPORATION, which will be held on Thursday, June 15, 2023, 10:00 am, local time, at 1025 Willa Springs Drive, Winter Springs, Florida 32708, the location of our offices.

The matters to be voted on at the meeting are listed in the accompanying notice of the Annual Meeting and are described in more detail in the accompanying Proxy Statement. Whether or not you plan to attend the meeting, we encourage you to vote as soon as possible to ensure that your shares are represented at the meeting. The Proxy Statement explains more about proxy voting, so please read it carefully.

We thank you for your continued support and we look forward to the Annual Meeting.


	Sincerely,

	/s/ Roger Susi
	Roger Susi
	Chairman of the Board, President and Chief Executive Officer

IRADIMED CORPORATION
1025 Willa Springs Drive, Winter Springs, FL 32708

Notice of Annual Meeting of Stockholders

to be held on Friday, June 15, 2023

Notice is hereby given that the 2023 Annual Meeting of Stockholders of IRADIMED CORPORATION (the “Annual Meeting”) will be held on Thursday, June 15, 2023, 10:00 am, local time, at 1025 Willa Springs Drive, Winter Springs, Florida 32708.

The Annual Meeting is being held for the following purposes:

To elect the following persons to serve as directors:

Roger Susi

Monty Allen

Anthony Vuoto

Hilda Scharen-Guivel, and

James Hawkins

To ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023;

To approve, on a non-binding advisory basis, the compensation of the named executive officers;

To vote, on an advisory basis, on the frequency of future advisory votes on executive compensation;

To approve the Iradimed Corporation 2023 Equity Incentive Plan;

To approve an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers of the Company.

The accompanying Proxy Statement more fully describes these matters, and we urge you to read the information contained in the Proxy Statement carefully. The board of directors recommends a vote “FOR” the director nominees listed in Proposal 1, “FOR” Proposal 2, 3, 5, and 6, and “1 Year” for Proposal 4.

The Board of Directors has fixed the close of business on April 20, 2023, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponement thereof.

It is important that your shares be represented at the Annual Meeting regardless of the number of shares you hold. Whether or not you expect to attend the meeting in person, please complete, date, sign and return the accompanying proxy in the enclosed envelope to ensure the presence of a quorum at the meeting.

If you have voted by proxy, and you attend the meeting, you may, if you prefer, revoke your proxy and vote your shares in person. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you will not be permitted to vote in person at the meeting unless you first obtain a legal proxy issued in your name from the record holder.


	By order of the Board of Directors,

	/s/ Roger Susi
	Roger Susi
	Chairman of the Board, President and Chief Executive Officer

April 28, 2023

This Proxy Statement, dated April 28, 2023, is going to be first mailed to stockholders of IRADIMED CORPORATION on or about May 4, 2023.

Important Notice Regarding Availability of Proxy Materials for Annual Meeting of Stockholders to be Held on Thursday, June 15, 2023, at 1025 Willa Springs Drive, Winter Springs, Florida 32708:

Iradimed Corporation’s Notice of Annual Meeting of Stockholders, Proxy Statement,

and 2022 Annual Report to Stockholders are available at www.iradimed.com and at www.proxyvote.com.

PROXY STATEMENT FOR THE

2023 ANNUAL MEETING OF STOCKHOLDERS

IRADIMED CORPORATION (“we,” “us,” “our,” “IRADIMED,” or the “Company”) is providing this Proxy Statement and related proxy materials in connection with the 2023 Annual Meeting of Stockholders of IRADIMED CORPORATION (the “Annual Meeting”). This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q:	When and where is the Annual Meeting?

A:	The Annual Meeting is being held at 1025 Willa Springs Drive, Winter Springs, Florida 32708, at 10:00 am, local time on Thursday, June 15, 2023, and will not be available to attend virtually via webcast.

Q:	Who is entitled to vote at the Annual Meeting?

Holders of IRADIMED CORPORATION common stock, par value $0.0001 per share (“Common Stock”), at the close of business on April 20, 2023, the record date for the Annual Meeting (the “Record Date”) established by our board of directors (the “Board”), are entitled to receive notice of the Annual Meeting (the “Meeting Notice”), and to vote their shares at the Annual Meeting and any related adjournments or postponements. The Meeting Notice, Proxy Statement, Annual Report, and form of proxy are expected to be mailed to stockholders and available at www.iradimed.com and at www.proxyvote.com on or about May 4, 2023.

As of the close of business on the Record Date, there were 12,594,797 shares of our Common Stock outstanding and entitled to vote. Holders of our Common Stock are entitled to one vote per share at the Annual Meeting. Holders of the Common Stock are collectively referred to herein as the Company’s “stockholders.” At the Annual Meeting, there are a total of 12,594,797 possible votes with respect to the outstanding shares of capital stock entitled to vote at the Meeting.

Q:	Who can attend the Annual Meeting?

A:	Admission to the Annual Meeting is limited to:

●

stockholders as of the close of business on the Record Date, April 20, 2023;

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holders of valid proxies for the Annual Meeting; and

●

our invited guests.

Each stockholder may be asked to present valid picture identification such as a driver’s license or passport and proof of stock ownership as of the Record Date.

Q:	Can I vote my shares by filling out and returning the Meeting Notice?

A:	No. The Meeting Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Meeting Notice and returning it.

Q:	Is there electronic access to the proxy materials and Annual Report?

A:	Yes. The materials will be available, as of the date they were first mailed to our stockholders, at www.iradimed.com and at www.proxyvote.com.

Q:	What is the difference between a stockholder of record and a stockholder who holds stock in street name?

A:	If your shares are registered in your name as evidenced and recorded in the stock ledger maintained by the Company and our transfer agent, you are a stockholder of record. If your shares are held in the name of your broker, bank or another nominee, these shares are held in “street name.”

If you are a stockholder of record and you have requested printed proxy materials, we have enclosed a proxy card for you to use. If you hold your shares in street name through one or more banks, brokers, or other nominees, you will receive the Meeting Notice, together with voting instructions, from the third party or parties through which you hold your shares. If you requested printed proxy materials, your broker, bank, or other nominee has enclosed a voting instruction card for you to use in directing the broker, bank, or another nominee regarding how to vote your shares.

Q:	What are the quorum requirements for the Annual Meeting?

The presence in person or by proxy of a majority in voting interest of the shares entitled to vote at the Annual Meeting constitutes a quorum. Your shares will be counted as present at the Annual Meeting for purposes of determining whether there is a quorum if a proxy card has been properly submitted by you or on your behalf, or if you vote in person at the Annual Meeting. Abstaining votes and broker non-votes are counted for the purposes of establishing a quorum.

Q:	What matters will the stockholders vote on at the Annual Meeting?

A:	The stockholders will vote on the following proposals:

●

Proposal 1. Election of Directors. To elect four members of our Board, each to hold office until the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified, including Roger Susi, our President and Chief Executive Officer, who, if so elected, will be appointed by the Board to serve as Chairman of the Board, Monty Allen, Anthony Vuoto, Hilda Scharen-Guivel, and James Hawkins.

●

Proposal 2. Ratification of Independent Registered Public Accounting Firm. To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm.

●

Proposal 3. Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers. To approve a non-binding advisory resolution on the compensation of the Company’s named executive officers as reported in this Proxy Statement, commonly referred to as a “say-on-pay” resolution.

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Proposal 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. To vote on whether future advisory votes on executive compensation of the nature reflected in Proposal 3 should occur every year, every two years, or every three years.

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Proposal 5. Approval of the 2023 Equity Incentive Plan. To approve the Iradimed Corporation 2023 Equity Incentive Plan.

●

Proposal 6. Approval of the amendment to our Restated Certificate of Incorporation to limit the liability of certain officers of the Company. To approve an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers of the Company.

Q:	What vote is required to approve these proposals?

A:	Provided a quorum is present, the following are the voting requirements for each proposal:

●

Proposal 1. Election of Directors. Each of the five nominees who receive the affirmative vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy shall be elected.

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Proposal 2. Ratification of Independent Registered Public Accounting Firm. The Company’s independent registered public accounting firm, RSM US LLP, will be ratified upon the affirmative vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy.

●

Proposal 3. Approval of Advisory Resolution on Named Executive Officer Compensation. The advisory vote to approve the resolution on the compensation of the Company’s named executive officers is advisory in nature and has no binding effect on us or our Board. Although the vote is non-binding, our Board will review the voting results in connection with the evaluation of the Company’s compensation program.

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Proposal 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The advisory vote on the frequency of future advisory votes on executive compensation is also non-binding on us and our Board. Stockholders will be able to specify one of four choices for this proposal on the proxy card: every year, every two years, every three years, or abstain. The choice receiving the greatest number of votes will be the stockholders’ selection. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis.

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Proposal 5. Approval of the 2023 Equity Incentive Plan. The affirmative vote of a majority of the votes on the matter by the holders of common stock is required to approve the 2023 Equity Incentive Plan.

●

Proposal 6. Approval of the amendment to our Restated Certificate of Incorporation. The affirmative vote of a majority of the votes by the holders of common stock is required in order to amend our Certificate of Incorporation to limit the liability of certain officers of the Company.

Q:	What are the Board’s voting recommendations?

A:	Our Board recommends that you vote your shares:

●

“FOR” the four directors nominated by our Board as directors, each to serve until the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified;

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“FOR” the ratification of RSM US LLP as the Company’s independent registered public accounting firm;

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“FOR” the approval of the non-binding advisory resolution on named executive officer compensation;

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“FOR” EVERY YEAR for the frequency of future stockholder advisory votes on executive compensation.

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“FOR” the approval of the 2023 Equity Incentive Plan; and

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“FOR” the amendment to our Restated Certificate of Incorporation

Q:	How do I vote?

A:	You may vote by any of the following methods:

●

In person. Stockholders of record and beneficial stockholders with shares held in street name may vote in person at the Annual Meeting. If you hold shares in street name, you must obtain a proxy from the stockholder of record authorizing you to vote your shares and bring it to the meeting along with proof of beneficial ownership of your shares. A photo I.D. is required to vote in person.

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By mail. If you elected to receive printed proxy materials by mail, you may vote by signing and returning the proxy card provided. Please allow sufficient time for mailing if you decide to vote by mail.

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By Internet or telephone. Stockholders who hold their shares beneficially in street name through a nominee (such as a bank or broker) may be able to vote by telephone, the internet, or mail. You should follow the instructions you receive from your nominee to vote for those shares. If you are a stockholder who owns shares through a nominee and attends the Annual Meeting, you should bring a letter from your nominee identifying you as the beneficial owner of the shares and acknowledging that you will vote your shares.

Q:	How can I change or revoke my vote?

A:	You may change your vote as follows:

●

Stockholders of record. You may change or revoke your vote by submitting a written notice of revocation to IRADIMED CORPORATION, 1025 Willa Springs Drive, Winter Springs, FL 32708, Attention: John Glenn, Corporate Secretary, or by submitting another proxy card before the conclusion of the Annual Meeting. For all methods of voting, the last vote cast will supersede all previous votes.

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Beneficial owners of shares held in “street name.” You may change or revoke your voting instructions by following the specific directions provided to you by your bank, broker, or another nominee.

Q:	What if I do not specify a choice for a matter when returning a proxy?

A:	Your proxy will be treated as follows:

●

Stockholders of record. If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion for any other matters properly presented for a vote at the meeting.

●

Beneficial owners of shares held in “street name.” If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of elections that it does not have the authority to vote on this matter with respect to your shares. This is referred to as a “broker non-vote.”

Q:	Which ballot measures are considered “routine” or “non-routine”?

The election of directors (“Proposal 1”), approval of the advisory resolution on named executive officer compensation (“Proposal 3”), and an advisory vote on the frequency of future advisory votes on executive compensation (“Proposal 4”), the approval of the Company’s 2023 Equity Incentive Plan (“Proposal 5”), and the approval of the amendment of the Company’s Certificate of Incorporation (“Proposal 6”) are considered to be non-routine matters under applicable rules. The confirmation of RSM US LLP as the Company’s independent registered public accounting firm (“Proposal 2”) is considered a routine matter. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposal 1, Proposal 3, Proposal 4, Proposal 5, and Proposal 6.

Q:	Could other matters be decided at the Annual Meeting?

As of the date of the filing of this Proxy Statement, we were not aware of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration, the proxy holders for the Annual Meeting will have the discretion to vote on those matters for stockholders who have submitted a proxy card.

Q:	How are proxies solicited and what is the cost?

We will incur and bear all expenses connected with the solicitation of proxies. In addition to solicitation by mail, our directors, officers, and employees may solicit proxies from stockholders by email, telephone, letter, facsimile, or in person. Following the original mailing of the Meeting Notice, we will request brokers, custodians, nominees and other record holders to forward their own notice and, upon request, to forward copies of the proxy statement and related soliciting materials to persons for whom they hold shares of our capital stock and to request authority for the exercise of proxies. In such cases, upon the request of the record holders, we will reimburse such holders for their reasonable expenses. We do not intend to engage a proxy solicitation firm to assist us in soliciting proxies.

Q:	What are the implications of being a “smaller reporting company?”

We are a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (or the “Exchange Act”). As a smaller reporting company, we are permitted to provide in this Proxy Statement scaled disclosures. Under such scaled disclosures, we are not required to provide a Compensation Discussion and Analysis, Compensation Committee Report, and certain tabular and narrative disclosures relating to executive compensation.

Q:	What should I do if I have questions regarding the Annual Meeting?

A:	If you have any questions about the Annual Meeting, would like to obtain directions to be able to attend the Annual Meeting and vote in person, or would like additional copies of any of the documents referred to in this Proxy Statement, you should call us at (407) 677-8022.

PROPOSAL 1

ELECTION OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE DIRECTOR-NOMINEES.

General

At the Annual Meeting, a board of five directors will be elected, each to hold office until a succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from our Board). Information concerning all director nominees is contained in this Proxy Statement. Roger Susi, Monty Allen, Anthony Vuoto, Hilda Scharen-Guivel, and James Hawkins are incumbent directors of the Company.

Vote Required for Approval

The five nominees receiving the highest number of votes will be elected. This Proposal 1 is a “non-discretionary” or “non-routine” item, meaning that brokerage firms cannot vote shares at their discretion on behalf of a client if the client has not given voting instructions. Accordingly, if you hold your shares in street name and fail to instruct your broker to vote your shares, your shares will not be counted as votes cast on this Proposal 1.

Board Recommendation

The Board unanimously recommends a vote “FOR” each nominee.

PROPOSAL 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO RATIFY THE REAPPOINTMENT OF RSM US LLP.

Our stockholders are being provided the opportunity to ratify the Board’s appointment of RSM US LLP as the Company’s independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2023.

General

Our Audit Committee of the Board of Directors has appointed RSM US LLP to examine our financial statements for 2023. The selection of RSM US LLP as the independent registered public accounting firm for 2023 is being presented to our stockholders for ratification at the Annual Meeting. Representatives of RSM US LLP are expected to be present at the Annual Meeting.

Audit and Non-Audit Fees

The following table sets forth the aggregate fees billed or expected to be billed to our company for professional services rendered by our independent registered public accounting firm, for the fiscal years ended December 31, 2022 and 2021:


	2022		2021
Audit Fees	$	237,500	$	206,000
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees	$	237,500	$	206,000

Audit Fees. Consist of fees billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly reports, services performed in connection with regular filings with the Securities and Exchange Commission (“SEC”), and other services that are normally provided by our

independent registered public accounting firm for the fiscal years ended December 31, 2022, and 2021, in connection with statutory and regulatory filings or engagements.

Audit-Related Fees. These are the fees billed for the assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements.

Tax Fees. These are the fees billed for professional services with respect to tax compliance, tax advice, and tax planning. There were no tax fees billed during the years ended December 31, 2022, or 2021.

All Other Fees. These are fees billed for any other products and services not classifiable under the other categories listed in the table above. There were no other fees billed during the years ended December 31, 2022, or 2021.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Registered Public Accounting Firm

Our Audit Committee Charter, initially adopted on April 14, 2014, and as amended from time to time, requires the Audit Committee to pre-approve all audit and non-audit services provided by our independent registered public accounting firm. All of the services and fees since the adoption of our Audit Committee Charter, as amended, were reviewed and approved by our Audit Committee before the respective services were rendered.

Vote Required for Approval

The foregoing Proposal 2 will be approved upon the affirmative vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy.

Board Recommendation

The Board unanimously recommends a vote “FOR” the ratification of RSM US LLP as its independent registered public accounting firm for the fiscal year 2023.

PROPOSAL 3

APPROVAL OF NON-BINDING ADVISORY RESOLUTION ON NAMED EXECUTIVE OFFICER COMPENSATION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NON-BINDING ADVISORY RESOLUTION ON THE NAMED EXECUTIVE OFFICER COMPENSATION

General

In accordance with the requirements of Section 14A of the Exchange Act, and the related rules of the SEC, we are providing stockholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our named executive officers, as disclosed in this Proxy Statement. This advisory vote, commonly known as a “say-on-pay” vote, gives our stockholders an opportunity to express their views on our named executive officers’ compensation.

We urge stockholders to read the “Executive and Director Compensation” section of this Proxy Statement, including the Summary Compensation Table and other related compensation tables and narratives included therein, which provide detailed information on the compensation of our named executive officers.

Board Recommendation

We are asking our stockholders to vote “FOR” the following resolution:

RESOLVED, that the stockholders approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K, including the compensation tables and the related narrative discussion.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on our Board, however, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.

PROPOSAL 4

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “EVERY YEAR” FOR THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

General

Pursuant to Section 14A of the Exchange Act, we are asking stockholders to vote on whether future advisory votes on executive compensation in the nature reflected in Proposal 4 should occur every year, every two years, or every three years.

Board Recommendation

After careful consideration, the Board has determined that holding an advisory vote on executive compensation every year is the most appropriate policy for the Company at this time. Voting every year, rather than every two or three years, will provide stockholders the opportunity to annually express their views on the Company’s executive compensation, such that the Company and the Compensation Committee can consider stockholder input and make adjustments if deemed appropriate, each year.

This advisory vote on the frequency of future advisory votes on executive compensation is non-binding on the Board. Stockholders will be able to specify one of four choices for this proposal on the proxy card: every year, every two years, every three years, or abstain. Stockholders are not voting to approve or disapprove the Board’s recommendation. Although non-binding, the Board and the Compensation Committee will carefully review the voting results. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers, our current directors, and our director nominees who have been nominated for election as directors at the Annual Meeting, the positions held by them and their ages as of April 28, 2023 are as follows:


Name	Age	Position(s)
Roger Susi	69	Chairman of the Board, President and Chief Executive Officer, Director, director nominee, and Chairman of the Board nominee
John Glenn	61	Chief Financial Officer, and Corporate Secretary
Monty Allen	70	Director and director nominee
Anthony Vuoto	72	Director and director nominee
Hilda Scharen-Guivel	52	Director and director nominee
James Hawkins	67	Director and director nominee

Information Concerning Directors and Nominees

Roger Susi. Nominee. Mr. Susi is the founder of our Company and has served as a member of our Board since inception. Mr. Susi served as our President and Chief Executive Officer from inception until August 2019, when he took the role of Chief Technology Officer. In May 2020, Mr. Susi resumed his duties as the Company’s President and Chief Executive Officer. He has over 40 years of management experience in the medical device industry, including as a founder, Chairman and Chief Executive Officer of Invivo Research Inc., a medical device company and the predecessor to Invivo Corporation, which established MRI-safe patient monitoring. Mr. Susi served as a director of Invivo Corporation from 1998 through 2000 and as President of Invivo Research Inc., from 1979 through 1998. Mr. Susi is a biomedical engineer and received a B.S. in Biomedical Engineering from Case Western Reserve University in 1977. We believe Mr. Susi’s extensive experience in the medical device industry and intimate knowledge of our Company as one of our founders qualify him to serve as Chairman of our Board.

Monty Allen. Nominee. Mr. Allen has served as a member of our Board since January 2014. From 2011 to present, Mr. Allen has served several businesses as a finance consultant. Mr. Allen has more than 40 years of accounting

and finance experience including service as the Chief Financial Officer of three publicly held companies in biotech, medical and optical technologies. Mr. Allen is a licensed CPA in Florida. Mr. Allen received a B.S. in Accounting, Finance, and Multinational Business from Florida State University and an M.B.A. in General Management from Harvard University. We believe that Mr. Allen’s experience and expertise in the fields of accounting and finance qualify him to serve on our Board.

Anthony Vuoto. Nominee. Mr. Vuoto was appointed to our Board in March 2016. From 2009 to February 2016, Mr. Vuoto was General Manager of Retail Payment Solutions at U.S. Bank. Throughout his career, Mr. Vuoto has held senior leadership positions in several financial institutions and has focused on operations, treasury, investor relations, business development, financial planning, and reporting. Mr. Vuoto received an A.B. in Economics from Princeton University and an M.B.A. in Finance from the Wharton Graduate School of Business. We believe that Mr. Vuoto’s experience and expertise in the fields of strategy and organizational development qualifies him to serve on our Board.

Hilda Scharen-Guivel. Nominee. Ms. Scharen-Guivel has served on our Board of Directors since October 2022. Ms. Scharen-Guivel formerly served as Program Director of the Food and Drug Administration Center of Devices and Radiological Health, where she led and implemented the new Medical Device Development Tools program. Her career spans over 25 years within multiple federal agencies, including the U.S. Food and Drug Administration, the Department of Health and Human Services, and the National Institutes of Health. She served on active duty as a Captain of the United States Public Health Service for 27 years. Ms. Scharen-Guivel received a Bachelor of Science in Biomedical Engineering and a Master’s Degree in Engineering from the Catholic University of America. We believe that Ms. Scharen-Guivel’s experience in medical device regulation at the U.S. Food and Drug Administration and other experiences in health services and biomedical engineering qualifies her to serve on our Board.

James Hawkins. Nominee. Mr. Hawkins previously served on our Board from 2013 to 2016 and was re-elected to serve on our Board in 2019. From 2004 to 2018, Mr. Hawkins was the President and Chief Executive Officer of Natus Medical, Inc., a leading manufacturer of medical devices and software and a service provider for the newborn care, neurology, sleep, hearing and balance markets. Currently, he serves as a director of OSI Systems, Inc. Prior to Natus, Mr. Hawkins was President, Chief Executive Officer, and a Director of Invivo Corporation, a provider of MRI-safe patient monitoring and the Chief Financial Officer of Sensor Control Corporation. Mr. Hawkins earned his undergraduate degree in Business Commerce from Santa Clara University and holds an M.B.A. from San Francisco State University. In addition to his direct management experience in the medical device area, Mr. Hawkins has extensive investor contacts and experience with the public markets, which we believe qualifies him to serve on our Board.

Information Concerning Executive Officers Who are Not Directors

John Glenn. Mr. Glenn has served as our Chief Financial Officer since 2022. Mr. Glenn is a Financial Executive with over 30 years of experience directing public and private companies' corporate finance activities and an established record in significantly growing enterprise value. Before his appointment at Iradimed, Mr. Glenn served as Chief Financial Officer at Esko Bionics from 2018 to 2022. His prior experience also includes serving as Chief Financial Officer at several other companies, including, Sonendo, Armetheon, Solta Medical, Cholestech, and Invivo Corporation. Mr. Glenn received his MBA in Finance from Santa Clara University and his B.S. in Business Administration from the University of Nevada.

Randy Waddell. Mr. Waddell served as our Vice President of Worldwide Sales and Marketing since 2021 where he leads our sales, marketing, and clinical efforts to meet and exceed our corporate revenue goals. Since joining the Iradimed team in 2012, he has a proven track record of high achievement at each level he has held, including the positions of Sales Manager, Area Sales Director, Director of US Sales, and most recently Vice President of Worldwide Sales and Marketing. Mr. Waddell is a highly experienced sales leader, with a strong emphasis on developing a talented and growth-centered sales organization. He has a keen ability to design and implement strategic business plans that enable his teams to adapt to changes in the market and execute aggressive growth goals. Prior to moving into the medical device industry, Mr. Waddell spent 11 years in the office products business. Mr. Waddell earned his Bachelor of Arts in Business Administration, with an emphasis in Management and Marketing from Concordia University Irvine, CA.

Steve Kachelmeyer. Mr. Kachelmeyer served as our Vice President of Regulatory Affairs and Quality Assurance since 2020. Mr. Kachelmeyer has extensive experience in the medical technology industry. Prior to his appointment at Iradimed, Mr. Kachelmeyer spent 2016 to 2020 at Merz North America Inc. as its Executive Director of

Regulatory and Quality Affairs. Prior to that, Mr. Kachelmeyer was employed at GE Healthcare from 1986 to 2016 where he spent over 15 years in regulatory and quality roles of increasing responsibility, eventually departing as a Regulatory and Quality Executive focused on clinical affairs. Mr. Kachelmeyer is experienced in all phases of new product registrations and maintaining compliance with the FDA and other international regulatory bodies. Mr. Kachelmeyer has also participated in industry groups responsible for developing international product standards. Mr. Kachelmeyer received a B.S. in Engineering, Technology and Electronic Technology from DeVry Institute of Technology and an MBA from the Keller Graduate School of Management.

Lynn Neuhardt. Mr. Neuhardt served as our Vice President of Research and Development since 2020. Mr. Neuhardt has extensive experience in the technology industry and specifically with IV infusion pumps. Prior to his appointment at Iradimed, Mr. Neuhardt spent 2016 to 2020 at ICU Medical, Inc. as a Director of Systems and Test Engineering. Prior to that, Mr. Neuhardt spent 2006 to 2016 at Hospira, Inc. the former hospital products division of Abbott Laboratories, where he held various hardware and software design, development, and testing engineering roles of increasing responsibility. Mr. Neuhardt is experienced in the development of IV infusion pumps and in all phases of new product development. He received a Bachelor of Science Degree in Electrical Engineering Technology from the University of Minnesota.

Corporate Governance

Board Leadership Structure. In keeping with good corporate governance practices, we maintain a majority of independent directors and our committees are comprised solely of independent directors. We do not require our Chairman of the Board to be an independent director. Currently, Mr. Susi serves as the Chairman of the Board and Chief Executive Officer. With Mr. Susi’s deep knowledge of our industry, products and responsibility for the Company’s day-to-day leadership and performance, the Board believes this leadership structure is in the best interest of the Company and its stockholders. We recognize that different leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. Accordingly, the Board will continue to periodically review our leadership structure and make such changes in the future as it deems appropriate and in the best interest of the Company and its stockholders.

Board Role in Risk Oversight. One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee but rather administers this oversight function directly through our Board as a whole, as well as through two standing Board committees (Audit and Compensation) that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic and medical regulatory risk exposures, and our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also has the responsibility to issue guidelines and policies to govern the process by which financial accounting and reporting risk assessment and management is undertaken, monitor compliance with related legal and regulatory requirements, and oversee the performance of our internal audit function. Our compensation committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking.

Director Independence. The Board makes an affirmative determination that those members of its Board that serve as independent directors do not have any relationships with the Company and its businesses that would impair their independence. In connection with these determinations, the Board reviews information regarding transactions, relationships and arrangements involving the Company and its businesses and each director that it deems relevant to independence. We deem that Mr. Susi is not independent as that term is defined by NASDAQ 5605(a)(2) because Mr. Susi serves as our President and Chief Executive Officer. We deem that Monty Allen, Anthony Vuoto, and Hilda Scharen-Guivel are independent as that term is defined by NASDAQ 5605(a)(2). Mr. Hawkins is not an independent director due to a familial relationship with an Executive Officer.

Director Nominations. Our Board does not have a standing nominating committee. As opposed to delegating such functions to a sub-group of the Board, it has been the Company’s preference to involve all of the Board members in the nomination process. All of the members of the Board consider and recommend candidates for election to the Board and nominees for committee memberships and committee chairs. Director candidates are considered based upon a variety of criteria, including demonstrated business and professional skills, experience relevant to our business and strategic direction, concern for long-term stockholder interests, personal integrity, and sound business judgment. The Board seeks individuals from backgrounds of relevant industry and strategic experience that, in concert, offer us and our stockholders varied opinions and insights in the areas most important to us and our corporate mission. We do not have a

formal policy concerning the diversity of the Board. All director candidates must have time available to devote to the activities of the Board. We also consider the independence of director candidates, including the appearance of any conflict in serving as a director. A director who does not meet all of these criteria may still be considered for nomination to the Board, if our independent directors believe that the candidate will make an exceptional contribution to us and our stockholders.


Board Diversity Matrix (As of April 28, 2023)
	5
					Did Not
					Disclose
	Female	Male		Non-Binary	Gender
Part I: Gender Identity
Directors	1	4		—	—
Part II: Demographic Background
African American or Black	—	—		—	—
Alaskan Native or Native American	—	—		—	—
Asian	—	—		—	—
Hispanic or Latinx	—	—		—	—
Native Hawaiian or Pacific Islander	—	—		—	—
White	1	4		—	—
LGBTQ+			—
Did Not Disclose Demographic Background			—

Generally, when evaluating and recommending candidates for election to the Board, the Board will conduct candidate interviews, evaluate biographical information, and background material and assess the skills and experience of candidates in the context of the then current needs of the Company. In identifying candidates, the Board may also seek input from our executive officers and consider recommendations by employees, business and industry contacts, third-party search firms and any other sources deemed appropriate by such directors. The Board will also consider director candidates recommended by stockholders to stand for election at the annual meeting of stockholders so long as such recommendations are submitted in accordance with the procedures described below under “Stockholder Recommendations for Board Candidates.”

Executive Sessions. Non-management directors may meet in executive sessions without our management. Non-management directors are those directors who are not also our executive officers and include directors, if any, who are not independent by virtue of the existence of a material relationship with our company. Executive sessions are led by our audit committee chairman. An executive session is sometimes held in conjunction with regularly scheduled audit committee meetings and other sessions may be called by the audit committee chairman in his own discretion or at the request of the Board of Directors.

The Board and Board Committees

The Board. The Board met six times during 2022, four of which were regularly scheduled meetings and two of which were special meetings. During 2022, Messrs. Susi, Allen, and Vuoto attended 100% of the Board meetings and Mr. Hawkins attended 88% of the Board meetings. Directors are not required to attend annual meetings of our stockholders; however, Messrs. Susi and Allen attended the 2022 annual meeting.

Board Committees. Our Board includes an Audit Committee and a Compensation Committee. Our Audit and Compensation Committees are comprised of a majority of independent board members. The Audit Committee held 12 meetings during 2022, all of which were regularly scheduled meetings. The Compensation Committee held 4 meetings during 2022, all of which were regularly scheduled meetings.

Audit Committee. Our Audit Committee currently consists of Mr. Allen, who is the chair of the Committee, Mr. Vuoto, and Mr. Hawkins. Mr. Allen and Mr. Vuoto have been determined by our Board to be independent in accordance with NASDAQ and SEC standards. Mr. Hawkins is not independent in accordance with those standards. Mr. Allen is an “audit committee financial expert” as the term is defined under the SEC regulations. The Audit

Committee operates under a written charter, which is available in the Governance section of the Investors page on our website, which is located at www.iradimed.com. The functions of the Audit Committee include:

●

overseeing our evaluation and engagement of independent registered public accountants;

●

reviewing our audited financial statements and discussing them with the independent registered public accountants and our management;

●

meeting with the independent registered public accountants, our management, and internal auditors to consider the adequacy and effectiveness of our internal controls over financial reporting; and

●

reviewing our financial plans, reporting recommendations to our full Board for approval, and authorizing actions.

Both our independent registered accounting firm and internal financial personnel may meet with our Audit Committee and have unrestricted access to the Audit Committee.

Compensation Committee. Our Compensation Committee currently consists of Mr. Vuoto, who is chairman of the committee, Mr. Allen, and Mr. Hawkins. Mr. Vuoto and Mr. Allen have been determined by our Board to be independent in accordance with NASDAQ and SEC standards. Mr. Hawkins is not independent in accordance with those standards. The Compensation Committee operates under a written charter, which is available in the Governance section of the Investors page on our website, which is located at www.iradimed.com. The functions of the Compensation Committee include:

●

reviewing and, if deemed appropriate, recommending to our Board policies, practices, and procedures relating to the compensation of our directors, officers, and other managerial employees and the establishment and administration of our employee benefit plans;

●

determining or recommending to the Board the compensation of our executive officers; and

●

advising and consulting with our officers regarding managerial personnel and development.

Roles of Compensation Consultants in Determining Executive Compensation

The Compensation Committee has the authority to engage its own compensation consultants and other independent advisors to assist in designing and administering our executive compensation programs. During 2021 and 2022, no compensation consultants were engaged.

Family Relationships.

For purposes of Nasdaq Rule 5605(a)(2), our Board maintains the required level of independence. There exists a brother-in-law familial relationship between Chief Financial Officer, John Glenn and Director, Jim Hawkins.

Stockholder Recommendations for Board Candidates

The Board will consider qualified candidates for directors recommended and submitted by stockholders. Submissions that meet the then-current criteria for board membership are forwarded to the Board for further review and consideration. The Board will consider a recommendation only if the informational and other requirements set forth in our bylaws are met. The Board will evaluate any such candidates by following substantially the same process and applying substantially the same criteria, as for candidates submitted by Board members. To submit a recommendation for a nomination, a stockholder must write to the Company’s Corporate Secretary, at our principal office, Attention: John Glenn, Corporate Secretary.

Stockholder Communications with the Board

Stockholders may, at any time, communicate with any of our directors by mailing a written communication to IRADIMED CORPORATION, 1025 Willa Springs Drive, Winter Springs, FL 32708, Attention: John Glenn, Corporate Secretary. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder-Board Communication” or “Stockholder-Director Communication.” All such letters must identify the author as a stockholder,

provide evidence of the sender’s stock ownership and clearly state whether the intended recipients are all members of the Board or a particular director or directors. The Corporate Secretary will then forward such correspondence, without editing or alteration, to the Board or to the specified director(s) on or prior to the next scheduled meeting of the Board. The Board will determine the method by which such submissions will be reviewed and considered. The Board may also request the submitting stockholder to furnish additional information it may reasonably require or deem necessary to sufficiently review and consider the submission of such stockholder.

Corporate Responsibility

Code of Ethics and Conduct.

Our Board adopted a code of business ethics and conduct (the “Code of Ethics”), applicable to all of our executives, directors, and employees. The Code of Ethics is available in print to any stockholder that requests a copy. Copies may be obtained by contacting Investor Relations at our corporate headquarters. Our Code of Ethics is also available on our website at www.iradimed.com. We intend to make any disclosures regarding amendments to, or waivers from, the Code of Business Conduct required under Form 8-K by posting such information on our website.

Anti-Hedging Policy.

Our Board adopted an Insider Trading Policy, applicable to all of our executives, directors, and employees. The policy prohibits our executives, directors, and employees from purchasing certain financial instruments, such as collars and forward contracts or engaging in other transactions that hedge or offset or are designed to hedge or offset, any decrease in the market value of our securities. All such transactions involving our equity securities, whether such securities were granted as compensation or are otherwise held, directly or indirectly, are prohibited.

EXECUTIVE AND DIRECTOR COMPENSATION

Our compensation philosophy is to offer our executive officers compensation and benefits that are competitive and meet our goals of attracting, retaining, and motivating highly skilled management, which is necessary to achieve our financial and strategic objectives and create long-term value for our stockholders. We believe the levels of compensation we provide should be competitive, reasonable, and appropriate for our business needs and circumstances.

In April 2019, the Compensation Committee, with assistance from its compensation consultant, Korn Ferry, reviewed the base salaries, cash incentives, and equity compensation of certain Company executive officers, as well as other key terms of their employment, including compensation and benefits to which they would be entitled in the event of a change in control. Based on such review, the Compensation Committee determined that it was appropriate to establish new compensation arrangements for such officers, which took effect in February 2020.

Summary Compensation Table

The following table sets forth total compensation earned by our named executive officers, who are comprised of our principal executive officer and our next four most highly compensated executive officers for the years ended December 31, 2022 and 2021.


Name and
Principal					Option	Stock		All Other
Position	Year	Salary		Bonus	Awards⁽¹⁾	Awards⁽¹⁾		Compensation		Total
		($)		($)	($)	($)		($)		($)
Roger Susi	2022	289,931		296,109	—	—		—		586,040
President and Chief Executive Officer	2021	307,944		307,327	—	—		—		615,271

John Glenn⁽²⁾
Chief Financial Officer	2022	170,000		86,811	—	1,447,961	⁽³⁾	4,185	⁽¹⁴⁾	1,708,957

Chris Scott⁽⁴⁾	2022	190,105		—	—	—		7,284	⁽¹⁴⁾	197,389
Chief Financial and Operating Officer	2021	326,101		228,960	—	588,971	⁽⁵⁾	11,600	⁽¹⁴⁾	1,155,632

Randy Waddell⁽⁶⁾	2022	274,039		130,217	—	145,393	⁽⁸⁾	10,373	⁽¹⁴⁾	560,022
VP of Worldwide Sales and Marketing	2021	340,458	⁽⁶⁾	132,500	—	262,151	⁽⁷⁾	9,772	⁽¹⁴⁾	744,881

MaryBeth Smith
VP of Worldwide Sales⁽⁹⁾	2021	34,873		—	—	—		1,395	⁽¹⁴⁾	36,268

Steve Kachelmeyer	2022	254,774		72,947	—	87,249	⁽¹¹⁾	10,110	⁽¹⁴⁾	425,080
VP of Quality Assurance & Regulatory Affairs	2021	259,819		29,904	—	82,273	⁽¹⁰⁾	10,393	⁽¹⁴⁾	382,389

Lynn Neuhardt	2022	263,223		81,194	—	87,249	⁽¹³⁾	10,529	⁽¹⁴⁾	442,195
VP of Research & Development	2021	248,862		29,578	—	87,783	⁽¹²⁾	52,523	⁽¹⁵⁾	418,746

(1)	This amount reflects the aggregate grant date fair value computed in accordance with ASC Topic 718.

(2)	On June 20, 2022, Mr. Glenn was hired as Chief Financial Officer.

(3)

This amount represents three separate stock awards. The first award consists of 23,183 Restricted Stock Units (“RSUs”), granted pursuant to Mr. Glenn’s appointment as the Company’s Chief Financial Officer, with a grant date fair value of $749,970. This award vests evenly over four years. The second award consists of 10,504 RSUs with a grant date fair value of $299,994 and will vest 100 percent on the third anniversary of the grant date. The third award of this stock award consists of 10,504 Performance-Based Restricted Stock Units (“PSUs”) with a grant date fair value of $397,997. Payout of the PSUs for the performance measurement period ending December 7, 2025, will be based on the Company’s total shareholder return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the index.

(4)	On July 8, 2021, Mr. Scott was appointed to serve the Company as its Chief Financial and Operating Officer. Prior to this appointment, Mr. Scott served as the Company’s Chief Financial Officer. Mr. Scott resigned from the Company on May 27, 2022.

(5)

This amount represents three separate stock awards. The first award consists of 5,084 Restricted Stock Units (“RSUs”), granted pursuant to Mr. Scott’s appointment as the Company’s Chief Financial and Operating Officer, with a grant date fair value of $149,978. This award would have vested evenly over four years. The second award consists of 4,143 RSUs with a grant date fair value of $199,983 and would have vested 100 percent on the third anniversary of the grant date. The third award of this stock award consists of 4,143 Performance-Based Restricted

Stock Units (“PSUs”) with a grant date fair value of $239,010 and would have paid out based on the performance measurement period ending December 7, 2024 between a range of 0 percent and 200 percent, depending on the Company’s performance against the index.

(6)

On July 19, 2021, Mr. Waddell was appointed to serve the Company as its Vice President, Worldwide Sales and Marketing. Included in Mr. Waddell’s salary is $154,045 of sales commissions, all of which was earned prior to his appointment to serve as the Company’s Vice President, Worldwide Sales and Marketing.

(7)

This amount represents three separate stock awards. The first award consists of 3,710 RSUs, granted pursuant to Mr. Waddell’s appointment as the Company’s Vice President, Worldwide Sales and Marketing, with a grant date fair value of $124,990. This award vests evenly over four years. The second award consists of 1,295 RSUs with a grant date fair value of $62,510 and will vest 100 percent on the third anniversary of the grant date. The third award of this stock award consists of 1,294 PSUs with a grant date fair value of $74,651. Payout of the PSUs for the performance measurement period ending December 7, 2024, will be based on the Company’s total shareholder return compared to a pre-defined peer group. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the peer group.

(8)

This amount represents two separate stock awards for Mr. Waddell. The first award consists of 2,188 RSUs with a grant date fair value of $62,490 and will vest 100 percent on the third anniversary of the grant date. The second award of this stock award consists of 2,188 PSUs with a grant date fair value of $82,903. Payout of the PSUs for the performance measurement period ending December 7, 2025, will be based on the Company’s total shareholder return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the index.

(9)	Ms. Smith was appointed Vice President of Worldwide Sales in January 2020. Included in Ms. Smith’s All Other Compensation is $1,395 of the Company’s matching contributions to Ms. Smith’s contributions to her 401(k) retirement plan. Ms. Smith was separated from the Company on February 8, 2021.

(10)

This amount represents two separate stock awards for Mr. Kachelmeyer. The first award consists of 777 RSUs with a grant date fair value of $37,506 and will vest 100 percent on the third anniversary of the grant date. The second award of this stock award consists of 776 PSUs with a grant date fair value of $44,767. Payout of the PSUs for the performance measurement period ending December 7, 2024, will be based on the Company’s total shareholder return compared to a pre-defined peer group. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the peer group.

(11)

This amount represents two separate stock awards for Mr. Kachelmeyer. The first award consists of 1,313 RSUs with a grant date fair value of $37,499 and will vest 100 percent on the third anniversary of the grant date. The second award of this stock award consists of 1,313 PSUs with a grant date fair value of $49,750. Payout of the PSUs for the performance measurement period ending December 7, 2025, will be based on the Company’s total shareholder return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the index.

(12)

This amount represents two separate stock awards for Mr. Neuhardt. The first award consists of 829 RSUs with a grant date fair value of $40,016 and will vest 100 percent on the third anniversary of the grant date. The second award of this stock award consists of 828 PSUs with a grant date fair value of $47,767. Payout of the PSUs for the performance measurement period ending December 7, 2024, will be based on the Company’s total shareholder return compared to a pre-defined peer group. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the peer group.

(13)

This amount represents two separate stock awards for Mr. Neuhardt. The first award consists of 1,313 RSUs with a grant date fair value of $37,499 and will vest 100 percent on the third anniversary of the grant date. The second award of this stock award consists of 1,313 PSUs with a grant date fair value of $49,750. Payout of the PSUs for the performance measurement period ending December 7, 2025, will be based on the Company’s total shareholder

return compared to the NASDAQ US Small Cap Medical Equipment index. For purposes of the PSU award, total shareholder return is calculated as the share price at the end of the performance period, including the reinvestment of dividends during the performance period, as compared to the share price at the beginning of the performance period. The share payout range will be between 0 percent and 200 percent, depending on the Company’s performance against the index.

(14)	This amount includes our matching contributions to the executive officers’ contributions to their respective 401(k) retirement plans.

(15)	Included in Mr. Neuhardt’s All Other Compensation is $42,569 for the reimbursement of relocation expenses and $9,954 of the Company’s matching contributions to his 401(k) retirement plan.

Narrative Disclosure to Summary Compensation Table

Roger Susi

In July 2019, we entered into an employment agreement with Roger Susi in connection with Mr. Susi’s appointment as Chief Technology Officer. The agreement provides for a base annual salary of $289,931, eligibility for annual bonuses with a targeted value of 75% of his then prevailing annual salary based upon discretion of the Board of Directors and overall profitability of the Company, and eligibility for standard employee benefits. Mr. Susi’s base annual salary under the employment agreement is currently $310,000. The agreement continues until terminated by us or by Mr. Susi in accordance with the terms of the agreement. If Mr. Susi is terminated by us without cause or he terminates his employment with us for good reason, each as defined under the agreement, we must pay him an amount equal to 12 months base salary. In the event that we are involved in a change of control transaction, which generally means the transfer of ownership of more than 50% of our shares, and Mr. Susi terminates his employment with us for good reason, we must pay him an amount equal to three times his then current annual salary. The employment agreement also contains non-solicitation, non-compete, and confidentiality provisions and an employee innovation and proprietary information assignment to us by Mr. Susi of any of his inventions or innovations. The Company did not enter into a separate agreement with Mr. Susi for the resumption of his role as Chief Executive Officer of the Company.

John Glenn

On May 21, 2022 (the “Effective Date”), we entered into the employment agreement with Mr. Glenn, in connection with Mr. Glenn’s appointment as Chief Financial Officer. The employment agreement provided for an annual salary of $340,000 per year and he is eligible for an annual cash bonus targeted at 50% of his salary and annual equity awards pursuant to the Company’s annual incentive plan, with a targeted value of $600,000, which may be adjusted based on Mr. Glenn’s performance against goals established by the CEO and Board of Directors. After taking into account subsequent merit increases, Mr. Glenn’s base annual salary under the employment agreement is currently $352,000. Upon the Effective Date of the employment agreement, Mr. Glenn received a grant of restricted stock units totaling $750,000 in value using the Company’s closing stock price on the day preceding the Effective Date. Mr. Glenn’s restricted stock is in accordance with the terms of the Company’s 2014 Equity Incentive Plan and will vest in four equal annual installments. Upon vesting, Mr. Glenn will receive a number of shares of common stock equal to the number of restricted stock units that have vested. The employment agreement continues until terminated by us or by Mr. Glenn in accordance with the terms of the employment agreement. If Mr. Glenn is terminated by us without cause or he terminates his employment with us for good reason, as defined under the agreement, we must pay him an amount equal to twelve months of base salary. In the event that we are involved in a change of control transaction, which generally means the transfer of ownership of more than 50% of our shares, and Mr. Glenn terminates his employment with us for good reason, we must pay him an amount equal to eighteen months base salary. The agreement also contains non-solicitation, non-compete, and confidentiality provisions.

Chris Scott

On July 8, 2021 (the “Effective Date”), we entered into the employment agreement with Mr. Scott, in connection with Mr. Scott’s appointment as Chief Financial and Operating Officer. The employment agreement provided for an annual salary of $360,000 per year and he is eligible for an annual cash bonus targeted at 60% of his salary and annual equity awards pursuant to the Company’s annual incentive plan, with a targeted value of $400,000, which may be adjusted based on Mr. Scott’s performance against goals established by the CEO and Board of Directors. Prior to his appointment as Chief Financial and Operating Officer, Mr. Scott served as the Company’s Chief Financial

Officer since December 2013. Mr. Scott resigned from the Company on May 27, 2022. Mr. Scott’s base annual salary, after taking into account subsequent merit increases, was $378,000 at the time of his resignation. Upon the Effective Date of the employment agreement, Mr. Scott received a grant of restricted stock units totaling $150,000 in value using the Company’s closing stock price on the day preceding the Effective Date. Mr. Scott’s restricted stock are in accordance with the terms of the Company’s 2014 Equity Incentive Plan and would have vested in four equal annual installments. Upon vesting, Mr. Scott would have received a number of shares of common stock equal to the number of restricted stock units that have vested. The agreement also contains non-solicitation, non-compete and confidentiality provisions.

MaryBeth Smith

Ms. Smith was separated from the Company effective February 8,2021. Prior to this, on January 3, 2020, the Company entered into an employment agreement with Ms. Smith, in connection with Ms. Smith’s appointment as Vice President of Worldwide Sales. Prior to her separation from the Company, Ms. Smith’s employment agreement provided for a base annual salary of $250,000, with eligibility for merit increases to the base salary, annual bonuses, and standard employee benefits. Ms. Smith’s base annual salary under the employment agreement at the time of separation was $250,000.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning the outstanding equity awards for each named executive officer and director as of December 31, 2022.


	Option Awards				Stock Awards
							Market or
							Payout Value
							of
							Shares, Units
	Number of	Number of			Number of		or
	Securities	Securities			Shares, Units		Other Rights
	Underlying	Underlying			or Other		That Have
	Unexercised	Unexercised	Option	Option	Rights That		Not
	Options (#)	Options (#)	Exercise Price	Expiration	Have Not		Vested
Name	Exercisable	Unexercisable	($)	Date	Vested (#)		($)
Roger Susi	—	—	—	—	—		—
Monty Allen	—	—	—	—	1,036		29,308
	—	—	—	—	3,501		99,043
John Glenn	—	—	—	—	10,504	⁽¹⁾	297,158
	—	—	—	—	23,183		655,847
	—	—	—	—	10,504		297,158
James Hawkins	10,000	—	9.84	12/15/2024	—		—
	10,000	—	7.10	9/29/2024	—		—
	—	—	—	—	1,036		29,308
	—	—	—	—	3,501		99,043
Steven Kachelmeyer	—	—	—	—	1,528	⁽¹⁾	43,227
	—	—	—	—	776	⁽¹⁾	21,953
	—	—	—	—	1,313	⁽¹⁾	37,145
	—	—	—	—	1,681		47,555
	—	—	—	—	1,528		43,227
	—	—	—	—	777		21,981
	—	—	—	—	1,313		37,145
Lynn Neuhardt	—	—	—	—	1,528	⁽¹⁾	43,227
	—	—	—	—	828	⁽¹⁾	23,424
	—	—	—	—	1,313	⁽¹⁾	37,145
	—	—	—	—	1,920		54,317
	—	—	—	—	1,528		43,227
	—	—	—	—	829		23,452
	—	—	—	—	1,313		37,145
Hilda Scharen-Guivel	—	—	—	—	5,300		149,937
Anthony Vuoto	—	—	—	—	1,036		29,308
	—	—	—	—	3,501		99,043
Randy Waddell	—	—	—	—	1,294	⁽¹⁾	36,607
	—	—	—	—	2,188	⁽¹⁾	61,899
	—	—	—	—	620		17,540
	—	—	—	—	765		21,642
	—	—	—	—	1,426		40,342
	—	—	—	—	2,783		78,731
	—	—	—	—	1,295		36,636
	—	—	—	—	2,188		61,899

(1)

These awards represent performance-based restricted stock units that vest three years from the award date based on the achievement of certain performance criteria approved by the Compensation Committee. Based on the level of achievement of the performance criteria at the end of the respective three-year period, the number of

shares earned can range from 0 percent to 200 percent. Therefore, the maximum number of shares that can be issued under these awards is 42,544.

Pay Versus Performance


					Value of initial
				Average	initial fixed
			Average	compensation	$100 investment
	Summary		summary	actually	based on:
	compensation	Compensation	compensation	paid to	Total
	table for	actually paid	table total for	non-PEO	share-holder	Net
Year	first PEO	to first PEO (3)	non PEO NEOs	NEOs (4)	return⁽¹⁾	income⁽²⁾
2022	586,040	586,040	666,728	(766,971)	126.59	12,828,487
2021	615,271	615,271	456,319	650,874	202.68	9,325,471

(1)

Total Shareholder Return for each fiscal year is based on a $100 common equity investment at the close of December 31, 2020 measuring through and including the end of the applicable year.

(2)

The dollar amounts reported represent the amount of net income reflected in the Company's audited financial statements for the applicable year.

(3)

The dollar amounts reported in this column are the amounts of total compensation reported for our principal executive officer (PEO) serving during the applicable year.

(4)

The dollar amounts reported in this column represent the average amounts reported for the Company’s non-PEO named executive officers (NEO’s) as a group in each applicable year.

Reconciliation of Summary Compensation Totals and Compensation Actually Paid


	2022		2021
	CEO	Average NEOs⁽⁴⁾	CEO	Average NEOs⁽⁴⁾
Summary Compensation Table Total	586,040	666,728	615,271	456,319
- Stock and Option Awards⁽¹⁾	-	353,570	-	170,196
- Fair Value at Prior Year End for Forfeited Awards⁽²⁾	-	1,344,344		197,539
+ Year End Fair Value of Equity Awards Granted in the Applicable Year⁽³⁾	-	380,635	-	264,310
+ Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End⁽³⁾	-	(110,103)	-	199,506
+ Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year⁽³⁾	-	(10,999)	-	98,474
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not otherwise Reflected in Fair Value or Total Compensation⁽³⁾	-	4,682	-	-
Compensation Actually Paid	586,040	(766,971)	615,271	650,874

(1)

Represents the aggregate grant date fair value of all equity awards reported in the Stock Awards columns in the Summary Compensation Table for the applicable year.

(2)

Represents the sum of the fair value of all equity awards forfeited during the covered fiscal year, measured at the end of the prior fiscal year. For 2022, 30,595 shares were forfeited by Mr. Scott upon his separation in May 2022 for awards that were granted from December 2018 through December 2021. For 2021, 8,664 shares were forfeited by Ms. Smith upon her separation in February 2021 for awards that were granted in January and December 2020.

(3)

Represents the sum of the fair value of all equity awards granted during the covered fiscal year, measured at the end of the year plus the change in fair value of unvested awards granted in prior fiscal years, measured at the end of the covered fiscal year (or for awards that vested in the covered fiscal year, as of the vesting date). The valuation methodology used to calculate the fair values are consistent with those used at the time of grant.

(4)

Our Non-CEO NEOs include the following individuals for each year: for 2022, Messrs. Glenn, Scott, Kachelmeyer, Neuhardt, and Waddell; for 2021, Messrs. Scott, Kachelmeyer, Neuhardt, Waddell and Waldman and Ms. Smith.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table presents information as of December 31, 2022 regarding compensation plans under which equity securities of the Company are authorized for issuance.


	Number of				Number of
	securities to be		Weighted-		securities
	issued upon		average		remaining
	exercise of		exercise price		available for
	outstanding		of outstanding		future issuance
	options,		options,		under equity
	warrants and		warrants and		compensation
Plan Category	rights ⁽¹⁾		rights		plans ⁽²⁾
Equity compensation plans approved by security holders	203,231	⁽³⁾	$	8.59	1,030,987
Equity compensation plans not approved by security holders	—			—	—
Total	203,231		$	8.59	1,030,987

(1)	Represents stock options outstanding, restricted stock units and performance-based restricted stock units outstanding under the Company’s 2014 Equity Incentive Plan.

(2)	Represents shares available for issuance under the Company’s 2014 Equity Incentive Plan.

(3)	Consists of 24,010 stock options with a weighted average exercise price of $8.59, 151,337 restricted stock units and 27,884 performance-based restricted stock units.

Employee Benefit Plans

2014 Equity Incentive Plan

In April 2014, our Board adopted and the stockholders approved the IRADIMED CORPORATION 2014 Equity Incentive Plan (the “2014 Plan”). 1,000,000 shares of common stock were initially reserved for issuance under the 2014 Plan. In June 2020, the stockholders approved the Amended and Restated 2014 Equity Incentive Plan, which increased the number of shares available for the grant of awards from 1,000,000 to 2,000,000. Any shares covered by an award that are forfeited, expired, canceled, settled in cash, settled by issuance of fewer shares than the amount underlying the award, or otherwise terminated without delivery of shares to the grantee, will be available for future grants under the 2014 Plan. The following types of awards are available for grant under the 2014 Plan: Incentive Stock Options (“ISOs”), non-qualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance awards and other stock-based awards and cash awards. Unless earlier terminated by our Board, the authority to make grants under the 2014 Plan will terminate on April 14, 2024.

Eligibility to participate in the 2014 Plan is limited to such employees, officers, directors, consultants, and advisors of the Company, or of any affiliate, as our Board may determine and designate from time to time. The exercise price per share of an ISO or NSO (together, “Options”) will in no event be less than 100% of the fair market value per share of our stock underlying the award on the grant date. The grant price of a SAR will be fixed at the fair market value of a share of stock on the date of grant. Our Board determines when an Option or SAR will become exercisable and includes such information in the award agreement. Options and SARs will expire at such time as our Board determines; provided, however, that no Option may be exercised more than ten years from the date of grant, or in the case of an ISO held by a Ten Percent Shareholder, not more than five years from the date of grant.

As of December 31, 2022, 151,337 restricted stock units, 27,884 performance-based restricted stock units and 24,010 options to purchase shares of common stock were issued and outstanding under the 2014 Plan.

Limitations of Director Liability and Indemnification of Directors, Officers, and Employees

As permitted by the Delaware General Corporation Law, provisions in our charter and amended and restated bylaws limit or eliminate the personal liability of our directors. Consequently, directors will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for:

●

any breach of the director’s duty of loyalty to us or our stockholders;

●

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

●

any unlawful payments related to dividends or unlawful stock repurchases, redemptions or other distributions; or

●

any transaction from which the director derived an improper personal benefit.

These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies, such as an injunction or rescission.

In addition, our charter and amended and restated bylaws provide that:

●

we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions, including an exception for indemnification in connection with a proceeding (or counterclaim) initiated by such persons; and

●

we will advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to limited exceptions.

We maintain general liability insurance that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons who control our company, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions and the insurance are necessary to attract and retain talented and experienced directors and officers.

Director Compensation

We compensate non-employee members of the Board. Directors who are also employees do not receive cash or equity compensation for service on the Board in addition to compensation payable for their service as our employees. Our non-employee directors receive annual cash retainers for service on our Board and committees of our Board as set forth in the table below.


Position	Amount
Base Board Fee	$	50,000
Chair of Audit Committee	$	15,000
Chair of Compensation Committee	$	10,000
Member of Audit Committee	$	5,000
Member of Compensation Committee	$	7,500

Non-employee director fees are paid in arrears in four equal quarterly installments. The non-employee members of our Board are reimbursed for travel, lodging, and other reasonable expenses incurred in attending Board or committee meetings. Beginning April 1, 2022, the annual Base Board Fee increased from $35,000 to $50,000.

SEC Form DEF 14A filed by iRadimed Corporation