DEF 14A of InspireMD, Inc.
Filed Apr 18, 2024 · FY20230001493152-24-015191
Biographies
Biographies
Biography of Class 1 Director Nominees Subject to Re-election at the Annual Meeting
Biography of Class 1 Director Nominees Subject to Re-election at the Annual Meeting Paul Stuka has served as a director since August 8, 2011 and has served as our chairman since June 2, 2017. Mr. Stuka has served as the managing member of Osiris Partners, LLC, an investment fund, since 2000. Prior to forming Osiris Partners, LLC, Mr. Stuka, with 40 years of experience in the investment industry, was a managing director of Longwood Partners, managing small cap institutional accounts. In 1995, Mr. Stuka joined State Street Research and Management as manager of its Market Neutral and Mid Cap Growth Funds. From 1986 to 1994, Mr. Stuka served as the general partner of Stuka Associates, where he managed a U.S.-based investment partnership. Mr. Stuka began his career in 1980 as an analyst at Fidelity Management and Research. As an analyst, Mr. Stuka followed a wide array of industries including healthcare, energy, transportation, and lodging and gaming. Early in his career he became the assistant portfolio manager for three Fidelity Funds, including the Select Healthcare Fund which was recognized as the top performing fund in the United States for the five-year period ending December 31, 1985. From 2013 to 2022 Mr. Stuka served as a director of Caliber Imaging & Diagnostics, Inc. (formerly Lucid, Inc.). Mr. Stuka’s qualifications to serve on the board include his significant strategic and business insight from his years of experience investing in the healthcare industry. Gary Roubin, M.D. has served as a director since October 13, 2020. Dr. Roubin cofounded Essential Medical Inc. in 2010, which has had success in bringing a large bore vascular closure device to world markets and was recently acquired by Teleflex Inc. From 2002 to 2003, Dr. Roubin served as Chief Medical Officer of the Medicines Company during the release of its Angiomax product. From 2003 to 2012, Dr. Roubin served as Department Chairman and Chief of Service of the Lenox Hill Hospital Cardiac and Vascular program in New York. From 1989 to 1997, he served as Chief of Interventional Cardiology at the University of Alabama at Birmingham, to which he joined in 1989 as Professor of Medicine and Radiology and Director of the Cardiac Catheterization Laboratories and Interventional Cardiology Section at the University Hospital. In 2001, Dr. Roubin played a pivotal role in the success of Mednova Inc., which was acquired by Abbott Vascular, resulting in the introduction and marketing in the U.S. of the top selling carotid embolic protection system (NAV6) and stent system (XACT). In 1987, he developed and placed the world’s first balloon expandable coronary stent. In 1984, Dr. Roubin joined Andreas Gruentzig at Emory University to continue his post-doctoral research. He is also acknowledged for the development of coronary stenting and the first FDA-approved coronary stent. Dr. Roubin received his M.D. from the University of Queensland medical school and his Ph.D. from Sydney University. Dr. Roubin is qualified to serve on the board given that he is an internationally renowned interventional cardiologist recognized for his pioneering work in carotid stenting and embolic and protection devices. He is also acknowledged for the development of coronary stenting and the first FDA-approved coronary stent.
Biographies of Other Directors
Biographies of Other Directors Michael Berman has served as our director since February 7, 2013. Mr. Berman is a medical device entrepreneur who has worked with high-potential development and early-stage commercial companies since 2000. From 2005 to 2012, Mr. Berman was a co-founder and the chairman of BridgePoint Medical, Inc., which developed technology to treat coronary and peripheral vascular chronic total occlusions and which was sold to Boston Scientific. Mr. Berman was also a member of the board of Lutonix, Inc. from 2007 until 2011, when the company was sold to C.R. Bard, Inc. From 2011 to 2018, Mr. Berman served as a co-founder and director of Rebiotix Inc., a company developing an innovative treatment for C Diff colitis. Rebiotix was sold to Ferring Pharmaceuticals in 2018. From 2014 till 2018 Mr. Berman served as a director of Mazor Robotics, a company pioneering Spinal Robotic Surgery. Mazor was sold to Medtronic in 2018. Mr. Berman has served (i) since 2011 as an advisor to, and since 2012 as a director of, Cardiosonic, Inc., a company developing a system for hypertension reduction via renal denervation, (ii) since 2005 as a director of PharmaCentra, LLC, which creates customizable marketing programs that help pharmaceutical companies communicate with physicians and patients, (iii) since 2018 as a Director of STMedical, a medical device company that has developed a temporary stent for the treatment of chronic sinusitis, (iv) since 2019 as a director of CardiacSense Inc, a medical device company that has developed a smart watch vital sign monitor, (v) since 2017 as a Director of Owlytics Healthcare, (vi) since 2013 as a Director of ClearCut Inc., a medical device company that has developed an MRI system for tumor margin assessment, (vii) since 2013 as a director of PulmOne Ltd., a medical device company developing an innovative Pulmonary Function Testing system, (viii) since 2019 as a director of QArt, a medical device company, (ix) since 2014 as a venture partner at RiverVest Ventures. (x) since 2020 as a Director of ReVamp, Medical(xi) since 2022 as a Director of Kedma Solar Ltd., and (xii) since 2023 as a Director of VenaCore. Mr. Berman brings to the board his extensive executive and entrepreneurial experiences in the field of medical devices and vascular intervention, which should assist in strengthening and advancing our strategic focus. Marvin Slosman has served as our president, chief executive officer and director since January 1, 2020. Mr. Slosman has served as chief operating officer for MEDCURA Inc. from May 2019 to December 2019. From September 2017 to September 2019, Mr. Slosman served as a Business Consultant, overseeing international commercial strategy and market development, at Integra Life Sciences, a leading innovator in orthopedic extremity surgery, neurosurgery, and reconstructive and general surgery. From 2010 to 2014 Mr. Slosman served as President of Itamar Medical, Inc., a medical technology company focused on cardiovascular and sleep diagnostics. Mr. Slosman also served as chief executive officer of Ovalum Vascular Ltd. from 2008 to 2010. Mr. Slosman’s qualifications to serve on the board of directors of the Company include his significant experience in senior management positions of leading medical device companies. Mr. Slosman is a party to an agreement related to his service as president, chief executive officer and director described under “Executive Compensation – Agreements with Named Executive Officers.” Thomas J. Kester has served as a director since September 6, 2016. Mr. Kester has been serving as the chief financial officer of Kester Search Group, LLC Inc., a private executive search firm specializing in sales force placement for medical, dental and diagnostic device companies, since October 2014. From 2004 to 2010, Mr. Kester served as a director of Orthofix International, NV (NASDAQ: OFIX), a global medical device company. From 2004 till 2019 Mr. Kester served as a director of Conestee Foundation Inc, a not for profit organization that developed a 400 acre Nature Preserve in the center of Greenville County, SC . Mr. Kester has served (i) since 2003 as a director of Upstate forever, a not for profit in Greenville, SC focused on protecting special places in the 10 county upstate region of South Carolina and promoting sustainable development, (ii) since 2021 as a director of South Carolina Environmental Law Project, a not for profit law firm representing clients on environmental issues. Mr. Kester’s experience includes 28 years from 1974 until 2002 at KPMG LLP, including 18 years as an audit partner, advising public and private companies in connection with annual audit and financings. Mr. Kester’s qualifications to serve on the board include his significant strategic and business insight from his years of experience auditing global companies and serving on the boards of several public and not-for-profit organizations. Mr. Kester received his B.S. in mechanical engineering from Cornell University and an M.B.A. from Harvard University. Kathryn Arnold has served as our director since May 10, 2021. Ms. Arnold is the Founder and CEO of SPRIG Consulting, a strategic marketing consulting firm with over 15 years of success in the medical space. Also, Ms. Arnold is Co-Founder and Operating Partner at SPRIG Equity, a healthcare venture capital fund investing in late-stage and growth equity medical technology companies. Prior to founding SPRIG, Ms. Arnold held sales and marketing management roles with Guidant Corporation (acquired by Abbott Laboratories and Boston Scientific) and Kensey Nash Corporation (acquired by Spectranetics Corporation / Royal Philips). Additionally, Ms. Arnold is an adjunct faculty member at the Kellogg School of Management at Northwestern University where she teaches a course specific to medical product commercialization and financing. Ms. Arnold received a bachelor of arts in environmental science from the University of Vermont and a M.B.A. degree from the Kellogg School of Management at Northwestern University.
Compensation Philosophy and Process
| ● | provide a competitive compensation package that enables us to attract and retain superior management personnel; | | ● | provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of stockholder value and facilitate executive retention; |
Compensation Philosophy and Process
| ● | reward our officers fairly for their role in our achievements; and | | ● | align executives’ interests with those of stockholders through long-term incentives linked to specific performance. |
Summary Compensation Table
Summary Compensation Table The table below sets forth the compensation earned by our named executive officers for the twelve-month period ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Marvin Slosman | 2023 | 470,000(2) | 324,300(3) | 1,839,464 | 536,026 | 49,531(4) | 3,219,321 | | President and Chief Executive Officer | 2022 | 432,500 | 233,550(3) | - | - | 30,759(4) | 696,809 | | Craig Shore | 2023 | 305,426(5) | 171,512(3)(5) | 919,741 | 268,013 | 136,548(6) | 1,801,240 | | Chief Financial Officer, Secretary and Treasurer | 2022 | 319,524 | 164,698(3)(5) | - | - | 141,013(6) | 625,235 | | Shane Gleason | 2023 | 274,275 | 125,841(3) | 516,359 | 150,511 | 41,213(7) | 1,108,199 | | Chief Commercial Officer | 2022 | - | - | - | - | - | - |
Summary Compensation Table
| (1) For awards of stock, the aggregate grant date fair value is computed in accordance with FASB ASC Topic 718. Fair value is based on the Black-Scholes option pricing model using the fair value of the underlying shares at the measurement date. | | (2) Effective as of January 1, 2023, Mr. Slosman’s annual base salary was increased to $470,000. | | (3) Cash bonus awards for the 2022 calendar year were approved by the compensation committee in January 2023. Cash bonus awards for the 2023 calendar year were approved by the compensation committee in January 2024. | | (4) Mr. Slosman’s other compensation for the twelve months ended December 31, 2023 and 2022 consisted of benefits related to health insurance. |
Summary Compensation Table
| (5) Effective as of January 1, 2023, Mr. Shore’s annualized base salary was increased to NIS 1,126,944. Compensation amounts received in non-U.S. currency have been converted into U.S. dollars using the average exchange rate for the applicable period, except for bonus amounts which have been converted into U.S. dollars using 3.627 NIS per dollar which was the exchange rate as of December 31, 2023. The average exchange rate for the twelve month period ended December 31, 2023 and 2022 were 3.690 NIS per dollar and 3.359 NIS per dollar, respectively. | | (6) Mr. Shore’s other compensation consisted solely of benefits in the twelve months ended December 31, 2023 and 2022. In each of the periods reported, Mr. Shore’s benefits included our contributions to his severance, pension, vocational studies and disability funds, an annual recreation payment, a company car or car allowance, cell phone and a daily food allowance. | | (7) Mr. Gleason’s other compensation for the twelve months ended December 31, 2023, consisted of benefits related to health insurance. |
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following table shows information concerning unexercised options and unvested shares of restricted stock outstanding as of December 31, 2023 for each of our named executive officers.
Outstanding Equity Awards at December 31, 2023
| Option Awards | | | | | Stock Awards | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares of stock that have not vested (#) | Market value of shares of stock that have not vested ($) | | Marvin Slosman | 4,053 | - | 16.50 | 1/2/2030 | | | | | | | | | - | - | | | 26,118 | - | 5.85 | 8/31/2030 | | | | | | | | | - | - | | | 26,667 | 13,333(1) | 6.90 | 4/19/2031 | | | | | 32,570 | 16,285(2) | 4.12 | 10/13/2031 | | | | | | | | | 48,856(3) | 137,284 | | | - | 348,380(4) | 1.76 | 5/17/2033 | 1,045,150(5) | 2,936,872 | | Craig Shore | 1 | - | 124,687.50 | 07/25/2026 | | | | | 15,086 | - | 5.85 | 8/31/2030 | | | | | 4,445 | 2,222(1) | 6.90 | 4/19/2031 | | | | | 16,217 | 8,109(6) | 4.09 | 11/10/2031 | | | | | | | | | 24,326(7) | 68,356 | | | - | 174,190(4) | 1.76 | 5/17/2033 | | | | | | | | | 522,580(8) | 1,468,450 | | Shane Gleason | - | 85,480(4) | 1.76 | 5/17/2033 | 256,450(8) | 720,625 | | | - | 6,430(9) | 3.37 | 8/28/2033 | | |
Outstanding Equity Awards at December 31, 2023
| (1) These options vest annually, with one vesting remaining on April 19, 2024. | | (2) These options vest annually, with one vesting remaining on October 13, 2024. | | (3) These RSUs vest annually, with one vesting remaining on October 13, 2024. | | (4) These options vest annually, with one- third vesting on each of May 17, 2024, May 17, 2025, and May 17, 2026. | | (5) These RSUs vest annually, with one-third vesting on each of May 17, 2024, May 17, 2025, and May 17, 2026. | | (6) These options vest annually, with one vesting remaining on November 10, 2024. | | (7) These shares of restricted stock vest annually, with one vesting remaining on November 10, 2024. | | (8) These shares of restricted stock vest annually, with one-third vesting on each of May 17, 2024, May 17, 2025, and May 17, 2026. | | (9) These options vest annually, with one- third vesting on each of August 28, 2024, August 28, 2025, and August 28, 2026. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested There were no stock options exercised by our named executive officers during the twelve months ended December 31, 2023.
Pay Versus Performance
Pay Versus Performance We are required by SEC rules to disclose the following information regarding compensation paid to our Principal Executive Officer (the “PEO”) and our other named executive officers (collectively, the “Non-PEO NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner prescribed by the SEC rules and do not necessarily align with how we or the compensation committee views the link between our performance and pay of our named executive officers. The footnotes below set forth the adjustments from the total compensation for each of our NEOs reported in the Summary Compensation Table above. As permitted under the rules applicable to smaller reporting companies, we are including two years of data and are not including a peer group total shareholder return or company-selected measure, as contemplated under Item 402(v) of Regulation S-K. The following table sets forth additional compensation information of our PEO and Non-PEO NEOs, along with total shareholder return, and net loss results for the years ended December 31,2023, 2022 and 2021:
Pay Versus Performance
| Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) | Net Loss (in 000s)(6) | | 2023 | $3,219,321 | $5,866,582 | $1,454,720 | $2,068,455 | $55 | $(19,916) | | 2022 | 696,809 | 115,272 | 492,252 | 257,664 | 17 | (18,491) | | 2021 | 1,636,144 | 1,087,129 | 862,675 | 687,393 | 59 | (14,918) |
Pay Versus Performance
(1) Marvin Slosman served as our Chief Executive Officer for the entirety of 2023, 2022 and 2021. The Non-PEO NEOs for 2023 were Craig Shore and Shane Gleason . The Non-PEO NEOs for 2022 and 2021 were Craig Shore and Andrea Tommasoli. (2) The dollar amounts reported herein represent the amount of total compensation reported for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. (3) The dollar amounts reported below represent the amount of “compensation actually paid” to our PEO and Non-PEO NEOs (as an average) as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs and Non-PEO NEOs during the applicable fiscal year. For purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions and no dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date were not otherwise included in the total compensation for the covered fiscal year. In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. The following table details the applicable adjustments that were made to the determine “compensation actually paid” (all amounts are averages for Non-PEO NEOs).
Pay Versus Performance
| | PEO | | Non-PEO NEO Average | | | | 2023 | 2022 | 2023 | 2022 | | Summary Compensation Table Total | $3,219,321 | $696,809 | $1,454,720 | $492,252 | | - Grant date fair value of awards granted during the covered fiscal year | (2,375,490) | — | (927,312) | — | | + Fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested at the end of the covered year | 3,789,300 | — | 1,446,802 | — | | +/- Change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year | 986,502 | (420,775) | 30,696 | (159,890) | | +/- Change in fair value as of the vesting date (from the end of the prior fiscal year) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year | 246,949 | (160,762) | 63,550 | (74,697) | | Compensation Actually Paid | $5,866,582 | $115,272 | $2,068,455 | $257,664 |
Pay Versus Performance
(4) The dollar amounts reported herein represent the average of the amounts of total compensation reported for our Non-PEO NEOs as a group for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year. (5) Cumulative total stockholder return (“TSR”) assumes $100 was invested on December 31, 2020 and is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period (December 31, 2020) by our stock price at the beginning of the measurement period. At December 31, 2023, 2022 and 2021, the per share closing prices for our common stock were $2.81, $0.86 and $3.02, respectively. No dividends were paid on stock or option awards for all periods presented. (6) Net loss is reflected as reported in our audited consolidated financial statements for the applicable fiscal year.
Pay Versus Performance Comparative Disclosure
Pay Versus Performance Comparative Disclosure Our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to align executive compensation our performance, all of those measures are not presented in the PVP table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with CAP (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, we are providing the following narrative disclosure regarding the relationships between information presented in the PVP table. Compensation Actually Paid and Company TSR During fiscal 2021 2022 and 2023, compensation actually paid to our PEO decreased from $1,087,129 in fiscal 2021 to $115,272 in fiscal 2022 and increased to $5,866,582 in fiscal 2023. Average compensation actually paid to our Non-PEO NEOs decreased from $687,393 in fiscal 2021 to $257,664 in fiscal 2022 and increased to $2,068,455 in fiscal 2023. Over the same period, the value of an investment of $100 in our common stock on the last trading day of 2020 decreased by $41 to $59 during fiscal 2021, further decreased by $42 to $17 during fiscal 2022 and increased by $38 to $55 during fiscal 2023 for a total decrease over fiscal 2021, 2022 and 2023 of $45. Compensation Actually Paid and Net Loss During fiscal 2021, 2022 and 2023, compensation actually paid to our PEO decreased from $1,087,129 in fiscal 2021 to $115,272 in fiscal 2022 and increased to $5,866,582 in fiscal 2023. Average compensation actually paid to our Non-PEO NEOs decreased from $687,393 in fiscal 2021 to $257,664 in fiscal 2022 and increased to $2,068,455 in fiscal 2023. Over the same period, our net loss increased by $3,573,000 during fiscal 2022 (from a net loss in fiscal 2021 of $14,918,000 to a net loss in fiscal 2022 of $18,491,000), and increased by $1,425,000 during fiscal 2023 (from a net loss in fiscal 2022 of $18,491,000 to a net loss in fiscal 2023 of $19,916,000).
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table shows information concerning our directors during the twelve months ended December 31, 2023.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Paul Stuka | 62,000(1) | 397,197 | 115,735 | - | 574,932 | | Michael Berman | 41,000(2) | 262,698 | 76,547 | - | 380,245 | | Thomas Kester | 46,000(3) | 262,698 | 76,547 | - | 385,245 | | Gary Roubin, M.D. | 35,000(4) | 262,698 | 76,547 | - | 374,245 | | Kathryn Arnold | 36,000(5) | 262,698 | 76,547 | | 375,245 |
DIRECTOR COMPENSATION
(1) Consists of cash fee of $62,000 (2) Consists of stock award in lieu of cash in the value of $41,000 (3) Consists of (i) cash fee of $11,500 and (ii) stock award in lieu of cash in the value of $34,500. (4) Consists of stock award in lieu of cash in the value of $35,000 (5) Consists of (i) cash fee of $18,000 and (ii) stock award in lieu of cash in the value of $18,000. For the 2023 calendar year, our board approved the following compensation for our independent directors: (i) a $48,000 stipend, payable quarterly to the chairman of the board; (ii) a $30,000 stipend, payable quarterly to the other directors; (iii) annual committee chair compensation of $12,000 for the chairman of the audit committee, $8,000 for the chairman of the compensation committee and $5,000 for the chairmen of the nominating and corporate governance committee and the research and development committee; and (iv) annual committee membership compensation of $4,000 for members of the audit committee and the compensation committee and $2,000 for members of the nominating and corporate governance committee and the research and development committee. Beginning on January 1, 2023, we implemented a plan whereby our directors may elect to receive all or a portion of their cash retainer amount in shares of our common stock under the 2021 Equity Incentive Plan (the “Equity in Lieu of Cash Plan”). If a director makes that election, a stock award under the 2021 Plan will be paid quarterly on the first day of each quarter (“Grant Dates”) and will become fully vested on the Grant Dates. The stock award will be determined by dividing (x) the product of the cash retainer amount and percentage of the cash retainer amount elected to be taken in shares by (y) the “Fair Market Value” (as defined in the 2021 Equity Incentive Plan of a share on the Grant Dates. If a director’s service on the board terminates for any reasons prior to a Grant Date, he/she will receive a pro rata portion of shares or cash based on the number of days served on the board during the relevant quarter. In January 2024, we terminated the Equity in Lieu of Cash Plan.