DEF 14A of Stereotaxis, Inc.
Filed Apr 3, 2026 · FY20250001493152-26-015027
INFORMATION ABOUT THE BOARD OF DIRECTORS
INFORMATION ABOUT THE BOARD OF DIRECTORS The number of directors set by the Board is nine. The directors are distributed among three staggered classes (Classes I, II and III). At each annual meeting of shareholders, a class of directors is elected for a term of three years to succeed the class of directors whose terms are then expiring. The terms of the Class I, II and III Directors will expire upon the election and qualification of successor directors at the annual meeting of shareholders to be held (i) this year for the Class I Directors, (ii) in 2027 for the Class II Directors, and (iii) in 2028 for the Class III Directors, or upon their earlier death, resignation or removal. Set forth below is the name, age, and business experience of each of the continuing directors and nominees of the Company, including the specific experience, qualifications, attributes, or skills that led to the conclusion that such person should serve as a director. Dr. Nathan Fischel is the father of David L. Fischel, our Chief Executive Officer and Chairman of the Board.
Class I Directors (Nominees for election to the Board at the 2026 Annual Meeting to serve a three-year term until the 2029 Annual Meeting)
Class I Directors (Nominees for election to the Board at the 2026 Annual Meeting to serve a three-year term until the 2029 Annual Meeting)
David W. Benfer
David W. Benfer Director since February 2005 Mr. Benfer, 79, has served as the chairman of The Benfer Group LLC, which provides advisory services to healthcare providers and suppliers, since 2010. From 1999 to 2009, Mr. Benfer served as president and chief executive officer of Saint Raphael Healthcare System and the Hospital of Saint Raphael, New Haven, Connecticut. Prior to that, he was the president and chief executive officer of the Provena-Saint Joseph/Morris Health Network in Joliet, Illinois from 1992 to 1999. Mr. Benfer served as senior vice president for Hospital and Urban Affairs for the Henry Ford Health System in Detroit and chief executive officer of the Henry Ford Hospital from 1985 to 1992. He served as the chairman of the American College of Healthcare Executives (ACHE) from 1998 to 1999 and on its board of governors from 1992 to 2000. Mr. Benfer was named a Fellow of ACHE in 1981 and served on the board of the Catholic Health Association from 2003 until 2008. He earned his M.B.A. from Xavier University and his B.S.B.A. from Wittenburg University. Mr. Benfer’s extensive experience in the healthcare industry and in hospital management provides the Company with useful industry information related to technology acquisition, governance, and risk and liability issues. Mr. Benfer serves on the Board of The John and Mable Ringling Museum of Art Foundation, Inc., the state museum of Florida. Arun S. Menawat, Ph.D. Director since September 2016 Dr. Menawat, 71, is Chairman and CEO of Profound Medical Corp. (NASDAQ: PROF), a medical device company that is driving commercialization of real-time MRI-guided ablation for prostate diseases including cancer. Dr. Menawat has an accomplished history of executive leadership success in the healthcare industry. He was previously the Chairman, President, and CEO of Novadaq Technologies Inc. Under his 13-year tenure at Novadaq, he transformed the company from a small private pre-commercial company into the leader in intraoperative imaging and was instrumental in signing strategic partnerships with companies including Intuitive Surgical, LifeCell, and KCI. He obtained a Ph.D. in Chemical (Bio) Engineering from the University of Maryland, while concurrently completing a fellowship in biomedical engineering at the U.S. National Institute of Health and holds an Executive MBA from the J.L. Kellogg School of Management, Northwestern University. In 2014, Dr. Menawat was named the EY Ontario Entrepreneur of the Year in the health sciences category. Dr. Menawat’s strong executive experience with medical device companies provides the Board with valuable guidance for product innovation, customer initiatives and operational matters. Myriam Curet, M.D. Dr. Curet, 69, currently serves as Executive Vice President and Chief Medical Officer for Intuitive Surgical, the global leader and pioneer of robotic surgery. Dr. Curet joined Intuitive Surgical in 2005 and has since led the development of clinical evidence, physician education, and reimbursement activities that have been instrumental to Intuitive Surgical’s growth across multiple clinical specialties. For more than 20 years, Dr. Curet has also served as a Clinical Professor of Surgery at Stanford University School of Medicine, with a part-time clinical appointment at the Palo Alto Veteran’s Administration Medical Center. Dr. Curet received her M.D. from Harvard Medical School and completed her general surgery residency at the University of Chicago. Dr. Curet’s extensive medical credentials and her executive experience in a medical device company provide the Board with significant insights into the commercial adoption of our products, as well as product innovation and operational matters.
Class II Directors (terms expiring at the 2027 Annual Meeting)
Class II Directors (terms expiring at the 2027 Annual Meeting)
Class III Directors (terms expiring at the 2028 Annual Meeting)
Class III Directors (terms expiring at the 2028 Annual Meeting) Nathan Fischel, M.D. Director since February 2017 Dr. Fischel, 70, is the Founder and CEO of DAFNA Capital Management, LLC. DAFNA Capital is an SEC registered investment advisor with a highly successful investment record of over 25 years focused on innovations in biotechnology and medical devices. Dr. Fischel was Professor of Pediatrics at UCLA School of Medicine and attending physician in Pediatric Hematology and Oncology at Cedars-Sinai Medical Center in Los Angeles. He has published over 120 peer-reviewed scientific and medical manuscripts and book chapters, has been the principal investigator of multiple National Institutes of Health (“NIH”) funded research grants, has served repeatedly on internal and external review panels at the NIH, and was appointed by the U.S. Secretary of Health and Human Services to serve for four years on the Advisory Council of one of the NIH’s institutes. Dr. Fischel received his M.D. from the Technion Israel Institute of Technology and served his internship year at Hadassah Hospital in Jerusalem. He completed his residency and fellowship in Pediatrics and Pediatric Hematology and Oncology at the Children’s Hospital and the Dana-Farber Cancer Institute, Harvard Medical School in Boston, and his postgraduate research training in Molecular Genetics at Oxford University in England. Dr. Fischel’s experience as a physician enables him to provide critical perspectives regarding our technologies and the commercial adoption of our products, and his extensive knowledge of medical device companies allows him to provide insight to the Board on strategic decisions.
Ross B. Levin
Ross B. Levin Director since July 2018 Mr. Levin, 42, is the Director of Research for Arbiter Partners Capital Management LLC and a principal in the firm. Mr. Levin is a former board member of Capital Senior Living Corporation, Mood Media Corporation, American Community Properties Trust and Presidential Life Corporation. Mr. Levin is also chairman emeritus of the board of directors of Constructive Partnerships Unlimited, a non-profit organization providing services and programs for people with developmental disabilities, and former vice chairman of the board of the Cerebral Palsy Associations of New York State. Mr. Levin is a member of the New York Society of Securities Analysts and a CFA charter holder. Mr. Levin holds a Bachelor of Science degree in Management with a concentration in Finance from the A.B. Freeman School of Business at Tulane University and has completed the Investment Decisions and Behavioral Finance program at the John F. Kennedy School of Government at Harvard University. Mr. Levin’s extensive professional experience in evaluating and analyzing financial information provides the Board with expertise in financing, accounting, and governance matters.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Policy
Director Compensation Policy Under the July 2021 Non-Employee Director compensation program, each director receives an annual award of restricted share units (RSUs) equal to $200,000 annually, payable in two equal semi-annual installments valued at $100,000, with the number of RSUs issued at each semi-annual installment calculated by dividing: (a) the total semi-annual grant value of $100,000; by (b) the adjusted closing per share on the accounting grant date for each semi-annual period. The annual equity awards are made in two equal installments on the first business day of January and the first business day of July in each calendar year, paid in arrears (the first installment is compensation for the six months ending December 31st, and the second installment is compensation for the six months ending June 30th) and pro-rated if applicable (such as if a new director is nominated and elected). Each director has the option to choose one of two vesting schedules prior to the commencement of the year. Each director may elect either for: (1) the restricted share units to vest immediately with the first option as of the date of the award; or (2) the restricted share units to vest on the earliest to occur of (i) the fifth anniversary of the date of the award, (ii) the date on which the service of the director on the Board of Directors terminates, or (iii) a “change of control” of the Company, as defined in the award agreement. We reimburse our directors for reasonable out-of-pocket expenses incurred in connection with attendance and participation in Board and committee meetings (including costs of travel, food, and lodging). Reimbursements for any non-employee director did not exceed the $10,000 threshold in fiscal 2025 and thus are not included in the table below for director compensation.
Compensation of Directors
Compensation of Directors The following table discloses compensation to our non-employee directors for their services during 2025:
Compensation of Directors
| | Fees Earned | Stock | | | | | | or Paid in | Awards | Option | All Other | | | Director | Cash ($) | ($)(1) | Awards ($) | Compensation | Total ($) | | David W. Benfer(2) | - | 200,000 | - | - | 200,000 | | Myriam Curet(3) | - | 200,000 | - | - | 200,000 | | David L. Fischel(4) | - | - | - | - | - | | Nathan Fischel, M.D.(5) | - | 200,000 | - | - | 200,000 | | Ross Levin(5) | - | 200,000 | - | - | 200,000 | | Dr. Arun S. Menawat(5) | - | 200,000 | - | - | 200,000 | | Nachum Shamir (6) | - | 200,000 | - | - | 200,000 |
Compensation of Directors
| (1) Amount represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Includes restricted share units issued in 2026 for services performed in 2025. | | (2) 218,575 restricted share units were outstanding as of December 31, 2025, none of which were vested as of such date. | | (3) 345,110 restricted share units were outstanding as of December 31, 2025, none of which were vested as of such date. | | (4) As a member of the Company’s management, Mr. David Fischel did not receive compensation for his services as a director in 2025. 25,000 restricted share units were outstanding as of December 31, 2025, none of which were vested as of such date. | | (5) 406,224 restricted share units were outstanding as of December 31, 2025, none of which were vested as of such date. | | (6) 89,276 restricted share units were outstanding as of December 31, 2025, none of which were vested as of such date. |
Summary Compensation Table
Summary Compensation Table The following table summarizes the total compensation paid to the following Named Executive Officers for fiscal years 2024 and 2025. For more information about the components of the total compensation, refer to the “Executive Compensation Summary and Analysis” section of this proxy statement.
Summary Compensation Table
| | | Salary | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Totals | | Name and Principal Position | Year | ($) | ($) | ($)(1) | ($)(2) | ($)(3) | ($) | | David L. Fischel | 2025 | 60,000 | - | - | - | 4,390 | 64,390 | | Chief Executive Officer | 2024 | 60,000 | - | - | - | 2,195 | 62,195 | | Kimberly R. Peery | 2025 | 232,500 | - | 55,400 | 20,000 | 18,211 | 326,111 | | Chief Financial Officer | 2024 | 226,750 | - | 84,520 | 20,000 | 8,895 | 340,165 |
Summary Compensation Table
| (1) Amounts reported reflect the aggregate grant date fair value of awards granted during the year computed in accordance with ASC 718, Compensation-Stock Compensation. These awards consist of grants of incentive stock options. See Note 9 of the notes to our consolidated financial statements contained in our 2025 Annual Report on Form 10-K for a discussion of all assumptions made by us in determining the ASC 718, Compensation-Stock Compensation values of our equity awards. These amounts reflect the aggregate grant date fair value for these awards and do not correspond to the actual value that will be recognized by the Named Executive Officers. | | (2) These amounts represent cash awards earned during the respective fiscal year under the applicable annual incentive programs, irrespective of the year in which they were actually paid. | | (3) All Other Compensation includes the payment of group term life insurance premiums and employer match contributions to the executive’s 401(k) plan earned in the respective fiscal year. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | Named | | Number of Securities Underlying Unexercised | Number of Securities Underlying Unexercised | Option Exercise | Option | Number of Shares or Units of Stock That | Market Value of Shares or Units of Stock That Have Not | | Executive | Date of | Options (#) | Options (#) | Price | Expiration | Have Not | Vested | | Officer | Award | Exercisable | Unexercisable(1) | ($) | Date | Vested (#) | ($)(2) | | David L. | 1/4/2021 | | | | | 25,000 | 57,500 | | Fischel(3) | 2/27/2021(4) | | | | | 13,000,000 | 29,900,000 | | Kimberly R. | 2/26/2018 | 15,750 | | 0.74 | 2/26/2028 | | | | Peery | 3/3/2019 | 35,000 | | 2.03 | 3/3/2029 | | | | | 3/9/2020 | 40,000 | | 4.52 | 3/9/2030 | | | | | 3/8/2021 | 40,000 | | 6.96 | 3/8/2031 | | | | | 2/25/2022 | 38,356 | 1,644 | 4.80 | 2/25/2032 | | | | | 3/1/2023 | 28,348 | 11,652 | 2.57 | 3/1/2033 | | | | | 4/2/2024 | 16,672 | 23,328 | 3.01 | 4/2/2034 | | | | | 4/8/2025 | - | 50,000 | 1.60 | 4/8/2035 | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) The amounts appearing in this column represent the total number of options that have not vested as of December 31, 2025. Options granted to the Named Executive Officers, vest at the rate of 25% one year from the date of grant, and thereafter in 36 equal monthly installments. | | (2) Based on the closing price of $2.30 for the shares of our common stock on December 31, 2025. | | (3) Prior to December 1, 2020, Mr. Fischel received compensation as a “non-employee director” under our compensation program for non-employee directors described under “Director Compensation” above. | | (4) As of December 31, 2025, Mr. Fischel has not achieved any of the performance milestones established by the 2021 CEO Incentive Program and has not received any awards under that program. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEOs”) | Average Compensation Actually Paid to Non-PEO NEOs(1) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (“TSR”)(2) | Net Income (Loss)(3) (millions) | | 2025 | $64,390 | $(2,039,630) | $326,111 | $387,069 | $111.11 | $(21.64) | | 2024 | $62,195 | $3,723,190 | $340,165 | $337,755 | $112.08 | $(24.05) | | 2023 | $62,195 | $(4,286,114) | $323,798 | $270,703 | $84.54 | $(20.71) |
PAY VERSUS PERFORMANCE
| (1) Amounts represent compensation actually paid to our CEO, Mr. David Fischel, who was our Principal Executive Officer or “PEO” for each of the years shown, and the average compensation actually paid to our CFO, Ms. Peery, as our remaining NEO or “Non-PEO NEO” for the relevant fiscal year. Amounts were computed in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amount of compensation earned by or paid to Mr. Fischel or Ms. Peery during the applicable year. |
PAY VERSUS PERFORMANCE
Amounts represent the Summary Compensation Table Total Compensation for the applicable fiscal year adjusted as follows:
PAY VERSUS PERFORMANCE
| | 2023 | | 2024 | | 2025 | | | | PEO | Average non- PEO NEOs | PEO | Average non- PEO NEOs | PEO | Average non- PEO NEOs | | Deduction for ASC 718 Fair Value as of Grant Date Reported under the Stock Awards and Option Awards Columns in the Summary Compensation Table | - | $(72,040) | - | $(84,520) | - | $(55,400) | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year | - | $42,880 | - | $59,000 | - | $84,500 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | - | - | - | - | - | - | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | $(4,348,309) | $(12,967) | $3,660,995 | $13,483 | $(2,104,020) | $(3,359) | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | - | $(10,968) | - | $9,627 | - | $35,217 | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | - | - | - | - | - | - | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | - | - | - | - | - | - | | Total Adjustments | $(4,348,309) | $(53,095) | $3,660,995 | $(2,410) | $(2,104,020) | $60,958 |
PAY VERSUS PERFORMANCE
The equity awards granted to our PEO include performance-based stock units (PSU). The change in fair values of those PSUs included in the compensation actually paid to our PEO are calculated at the required measurement dates using a Black-Scholes model to approximate the change in fair value. Changes to the PSU fair value from the grant date are based on our updated stock price at the respective measurement dates, in addition to the remaining life of the grant, implied volatility of our stock over the remaining grant life, and risk-free rate assumptions. For all years presented, the meaningful increases or decreases in the year-end stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price. The equity awards to our Non-PEO NEOs include incentive stock options. The change in fair values of those options include in the compensation actually paid to our Non-PEO NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described in our Annual Report on Form 10-K for the year ended December 31, 2025. Changes to the stock option fair values are based on the updated stock price at the respective measurement dates, in addition to updated expected option term, implied volatility of our stock over the updated expected option term, and risk-free rate assumptions. For all years presented, the meaningful increases or decreases in the year-end stock option fair value from the fair value on the grant date were primarily driven by changes in the stock price.
PAY VERSUS PERFORMANCE
| (2) Cumulative total shareholder return (TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the measurement period by our company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in any applicable period. | | (3) The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table We seek to incentivize long-term performance and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Compensation Actually Paid and Net Income (Loss) Between 2023 and 2025, our net loss increased; although the compensation paid for both our PEO and non-PEO NEOs increased to reflect contributions to, and performance on, Company initiatives. Compensation Actually Paid and Cumulative TSR As shown in the following graph, the compensation actually paid to Mr. Fischel and the average amount of compensation actually paid to our named executive officers as a group (excluding Mr. Fischel) during the periods presented are positively correlated to total shareholder return (TSR). We have not historically aligned executive compensation with TSR. Our stock incentive programs, which are an integral part of our executive compensation program, are tied to Company performance because they provide value only if the market price of our common stock increases and if the executive officer continues in our employment over the vesting period. These stock awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. Additionally, part of the compensation of our named executive officers other than our PEO consists of annual performance-based cash bonuses which are designed to provide appropriate incentives for our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals. See the Executive Compensation section for a discussion of our compensation programs.
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control The award agreements under our 2012 Stock Incentive Plan, 2022 Stock Incentive Plan, and the 2021 CEO Performance Share Unit Award Plan (collectively, the “Plans”) provide for the acceleration of certain equity awards in the event of termination of the employee’s employment due to a change of control of the Company. The provisions under the award agreements are applicable to awards granted to all participants in the Plan, including the Named Executive Officers. We have described those provisions below. Additionally, under certain stock incentive plans, in the event of a change of control of the Company, the Compensation Committee has the discretion to provide for termination of awards in exchange for cash payments or the issuance of substitute awards. Benefits or payments under other plans and arrangements that are available to the Company’s employees on similar terms are not described.
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Under the Company’s bylaws, the number of directors of the Company may be fixed or changed from time to time by resolution of a majority of the Board of Directors, provided the number shall be no less than three and no more than fifteen. Currently, the Board has set the number of directors of the Company at nine. The directors are divided into three classes: Class I, Class II and Class III, each class to be as equal in number as possible. The directors in each class are elected for a term of three years. Currently, there is one vacancy in Class II and one vacancy in Class III. Shareholders are being asked to elect three (3) directors, Mr. David Benfer, Dr. Arun Menawat and Dr. Myriam Curet, as Class I directors, to serve until the 2029 Annual Meeting and until their respective successors are duly elected and qualified. The Board does not contemplate that the nominees will be unable to stand for election, but should the nominees become unable to serve or for good cause will not serve, all proxies (except proxies marked to the contrary) will be voted for the election of any substitute nominee recommended by our Board. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NAMED NOMINEES AS DIRECTORS.