DEF 14A of InspireMD, Inc.
Filed Apr 20, 2026 · FY20250001493152-26-018103
Biographies
Biographies
Biography of Class 3 Director Nominees Subject to Re-election at the Annual Meeting
Biography of Class 3 Director Nominees Subject to Re-election at the Annual Meeting Marvin Slosman has served as our president, chief executive officer and director since January 1, 2020. Since December 2025, Mr. Slosman has served as a member of the board of directors of BioCardia, Inc. (Nasdaq: BCDA). 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.” Raymond Cohen has served as a director since July 31, 2025. From 2013 to late 2024, Mr. Cohen served as the Chief Executive Officer and a member of the board of directors of Axonics, Inc. (Nasdaq: AXNX), a medical device company with implantable technologies to treat bladder and bowel disorders, which was sold to Boston Scientific Corporation (NYSE: BSX) in November 2024. Mr. Cohen currently also serves as an independent director for Kestra Medical Technologies, Ltd. (Nasdaq: KMTS). From 2023 to 2025, Mr. Cohen served as the chairman of the board of directors of SoniVie Ltd until it was acquired by Boston Scientific Corporation in March 2025. Mr. Cohen currently serves as chairman of the boards of directors of the privately held companies Nalu Medical Inc. and Archimedes Vascular, vice chairman of the board of directors of the privately held company Tulavi Medical, and a member of the board of directors of the private equity sponsor-backed company Spectrum Vascular. Previously, Mr. Cohen served as chairman of the board of directors of BioLife Solutions Inc. (Nasdaq: BLFS) and as a director of Spectrum Pharmaceuticals Inc. (Nasdaq: SPPI). Mr. Cohen received his B.S. in Business Management from Binghamton University. Dan Dearen has served as a director since September 16, 2025. Mr. Dearen has served as a member of the board of directors of Beta Bionics, Inc. (Nasdaq: BBNX), a medical device company engaged in the design, development, and commercialization of innovative solutions to improve the health and quality of life of insulin-requiring people with diabetes, since October 2024. Mr. Dearen previously worked at Axonics, Inc. (Nasdaq: AXNX), a medical device company, serving as Chief Operating Officer and Chief Financial Officer from October 2013 to August 2018 and as President and Chief Financial Officer from August 2018 to October 2023. Previously, he served as Chief Operating Officer and Chief Financial Officer of Vessix Vascular Inc. from July 2009 to November 2012, Chief Financial Officer of Miraval Holding from December 2004 to November 2008, and Chief Financial Officer of Q3DM, Fairbanks Systems Group, ESI Software, and Medication Delivery Devices from January 1995 to November 2004. Mr. Dearen also serves on the boards of several privately held companies, including JenaValve Technology, Inc., a developer and manufacturer of transcatheter aortic valve replacement systems, since January 2023. He previously served on the board of directors of Endotronix, Inc., a developer and manufacturer of digital health management solutions for patients suffering from heart failure, from March 2021 until its acquisition by Edwards Lifesciences in August 2024. Mr. Dearen received his B.B.A. in Accounting and Business from Southern Methodist University and his M.B.A. from Boston College.
Biographies of Other Directors
Biographies of Other Directors 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. 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. Scott R. Ward has served as our director since November 25, 2024. Mr. Ward previously served as the Chief Executive Officer and President of Cardiovascular Systems, Inc. from August 2016 to April 2023, prior to its acquisition by Abbott Laboratories (NYSE: ABT). In addition, Mr. Ward was appointed as a director of Cardiovascular Systems in November 2013 and as its chairman of the board in November 2014. Mr. Ward also serves as President and Managing Director of Raymond Holdings, LLC, a firm focused on the life sciences with activities in venture capital, corporate strategy, and transactional advisory services (strategic alliances, licensing, divestitures, mergers, and acquisitions). From 2013 until 2019, Mr. Ward served as a Managing Director at SightLine Partners, an investment manager focused on private medical technology, digital health and life sciences companies. From 1981 to 2010, Mr. Ward was employed by Medtronic, Inc. and held a number of senior leadership positions. Mr. Ward was Senior Vice President and President of Medtronic’s CardioVascular business from May 2007 to November 2010. Prior to that he was Senior Vice President and President of Medtronic’s Vascular business from May 2004 to May 2007, Senior Vice President and President of Medtronic’s Neurological and Diabetes business from February 2002 to May 2004, and President of Medtronic’s Neurological business from January 2000 to January 2002. He was Vice President and General Manager of Medtronic’s Drug Delivery business from 1995 to 2000. Prior to that, Mr. Ward led Medtronic’s Neurological Ventures in the successful development of new therapies. Mr. Ward serves on the boards of several private companies. Mr. Ward holds a B.S. in Genetics and Cell Biology, an M.S. in Toxicology, and an M.B.A., all from the University of Minnesota.
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; | | ● | 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, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Commissions ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Marvin Slosman | 2025 | 588,500(2) | 397,238(3) | | 1,541,231 | 544,453 | 23,765(4) | 3,095,187 | | President and Chief Executive Officer | 2024 | 550,000(2) | 391,875(3) | | 1,769,387 | 566,852 | 22,648(4) | 3,300,762 | | Craig Shore | 2025 | 261,099(5) | 132,806(3)(5) | | 642,020 | 226,801 | 1,087,313(6) | 2,350,039 | | Former Chief Financial Officer, Chief Administrative Officer, Secretary and Treasurer * | 2024 | 319,894(5) | 184,940(3)(5) | | 749,282 | 240,045 | 142,562(6) | 1,636,723 | | Michael Lawless | 2025 | 187,500(7) | 87,380(3) | | 1,041,600 | 353,362 | 17,451(4) | 1,687,294 | | Chief Financial Officer, Secretary and Treasurer | 2024 | - | - | | - | - | - | - | | Shane Gleason | 2025 | 367,500(8) | 82,688(3) | 107,138 | 642,020 | 226,801 | 22,141(4) | 1,448,287 | | Chief Commercial Officer | 2024 | 342,000(8) | 81,225(3) | 86,799 | 749,282 | 240,045 | 17,992(4) | 1,517,341 |
Summary Compensation Table
* On October 3, 2025, Mr. Shore retired from his role as Chief Financial Officer, Chief Administrative Officer, Secretary and Treasurer of the Company.
Summary Compensation Table
| (1) The amounts reported in the Stock Awards and Option Awards columns represent the aggregate grant-date fair value of equity awards granted during the applicable fiscal year, calculated in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. Grant-date fair value of restricted stock awards and restricted stock units is determined based on the closing price of the Company’s common stock on the grant date, while the grant-date fair value of stock option awards is estimated using the Black-Scholes option-pricing model. The amounts reported do not reflect the actual value, if any, that may be realized upon vesting or exercise. | | (2) Effective as of January 1, 2025, Mr. Slosman’s annual base salary was increased to $588,500. | | (3) Cash bonus awards for the 2025 calendar year were approved by the compensation committee in January 2026. Cash bonus awards for the 2024 calendar year were approved by the compensation committee in January 2025. | | (4) Other compensation for the twelve months ended December 31, 2025 and 2024 (or such shorter period of time that the individual was employed by the Company) consisted of benefits related to health insurance. | | (5) Effective as of January 1, 2024, Mr. Shore’s annualized base salary was NIS 1,183,296. 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 3.190 NIS per dollar which was the exchange rate as of December 31, 2025. The average exchange rate for the twelve-month period ended December 31, 2025 and 2024 were 3.453 NIS per dollar and 3.699 NIS per dollar, respectively. | | (6) For the twelve months ended December 31, 2025, Mr. Shore’s other compensation consisted the value of benefits paid in cash (as further described below) and severance payments in respect of Mr. Shore’s departure from the Company in October 2025. For the twelve months ended December 31, 2024, Mr. Shore’s other compensation consisted solely of benefits or the value of benefits paid in cash, which 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) Effective as of June 25, 2025, Mr. Lawless’ annual base salary is $375,000. | | (8) Effective as of January 1, 2025, Mr. Gleason’s annual base salary was increased to $367,500. |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table shows information concerning unexercised options and unvested shares of restricted stock outstanding as of December 31, 2025 for each of our named executive officers.
Outstanding Equity Awards at December 31, 2025
| Option Awards | | | | | Stock Awards | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | 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 | | | | | | | | | - | - | | | 40,000 | - | 6.90 | 4/19/2031 | - | - | | | 48,855 | - | 4.12 | 10/13/2031 | - | - | | | 232,253 | 116,127(1) | 1.76 | 5/17/2033 | 348,383(2) | 620,122 | | | 71,802 | 143,603(3) | 3.14 | 1/23/2034 | 375,666(4) | 668,685 | | | - | 254,985(5) | 2.76 | 1/10/2035 | 558,417(6) | 993,982 | | Craig Shore* | 15,086 | - | 5.85 | 10/03/2026 | | | | | 6,667 | - | 6.90 | 10/03/2026 | | | | | 24,326 | - | 4.09 | 10/03/2026 | | | | | 174,190 | | 1.76 | 10/03/2027 | | | | | 91,218 | (7) | 3.14 | 10/03/2026 | | | | | 106,218 | (8) | 2.76 | 10/03/2026 | | | | Michael Lawless | - | 212,000(9) | 2.24 | 6/25/2035 | 465,000(10) | 827,700 | | Shane Gleason | 56,987 | 28,493(11) | 1.76 | 5/17/2033 | 85,482(12) | 152,158 | | | 4,287 | 2,143(13) | 3.37 | 8/28/2033 | 6,430(14) | 11,445 | | | 30,406 | 60,812(15) | 3.14 | 1/23/2034 | 159,083(16) | 283,168 | | | - | 106,218(17) | 2.76 | 1/10/2035 | 232,616(18) | 414,056 |
Outstanding Equity Awards at December 31, 2025
* On October 3, 2025, Mr. Shore retired from his role as Chief Financial Officer, Chief Administrative Officer, Secretary and Treasurer of the Company.
Outstanding Equity Awards at December 31, 2025
| (1) These options vest annually, with one vesting remaining on May 17, 2026. |
Outstanding Equity Awards at December 31, 2025
| (2) These RSUs vest annually, with one vesting remaining on May 17, 2026. | | (3) These options vest annually, with two vesting remaining on January 23, 2026, and January 23, 2027. | | (4) These RSUs vest annually, with two vesting remaining on January 23, 2026, and January 23, 2027. | | (5) These options vest annually, with one third vesting remaining on each of January 10, 2026, January 10, 2027, and January 10, 2028. | | (6) These RSUs vest annually, with one third vesting remaining on each of January 10, 2026, January 10, 2027, and January 10, 2028. | | (7) On October 3, 2025, in connection with Mr. Shore’s retirement, all unvested options were accelerated and vested in full. | | (8) On October 3, 2025, in connection with Mr. Shore’s retirement, all unvested shares of restricted stock were accelerated and vested in full. | | (9) These options vest annually, with one third vesting remaining on each of June 25, 2026, June 25, 2027, and June 25, 2028. | | (10) These shares of restricted stock vest annually, with one third vesting remaining on each of June 25, 2026, June 25, 2027, and June 25, 2028. | | (11) These options vest annually, with one vesting remaining on May 17, 2026. | | (12) These shares of restricted stock vest annually, with one vesting remaining on May 17, 2026. | | (13) These options vest annually, with one vesting remaining on August 28, 2026. | | (14) These shares of restricted stock vest annually, with one vesting remaining on August 28, 2026. | | (15) These options vest annually, with two vesting remaining on each of January 23, 2026, and January 23, 2027. | | (16) These shares of restricted stock vest annually, with two vesting remaining on each of January 23, 2026, and January 23, 2027. | | (17) These options vest annually, with one third vesting remaining on each of January 10, 2026, January 10, 2027, and January 10, 2028. | | (18) These shares of restricted stock vest annually, with one third vesting remaining on each of January 10, 2026, January 10, 2027, and January 10, 2028. |
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, 2025.
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 three 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, 2025, 2024 and 2023:
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) | | 2025 | 3,095,186 | 1,318,797 | 1,828,539 | 1,385,068 | 207 | (48,788) | | 2024 | $3,300,762 | $2,359,244 | $1,577,033 | $1,206,775 | $306 | $(32,005) | | 2023 | 3,219,321 | 5,866,582 | 1,454,720 | 2,068,455 | 327 | (19,916) |
Pay Versus Performance
| (1) Marvin Slosman served as our Chief Executive Officer for the entirety of 2025, 2024 and 2023. The Non-PEO NEOs for 2025 were Michael Lawless, Craig Shore and Shane Gleason. The Non-PEO NEOs for 2024 were Craig Shore and Shane Gleason. The Non-PEO NEOs for 2023 were Craig Shore and Shane Gleason. |
Pay Versus Performance
| (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. |
Pay Versus Performance
| (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 | | | | 2025 | 2024 | 2025 | 2024 | | Summary Compensation Table Total | $3,095,186 | $3,300,762 | $1,828,539 | $1,577,033 | | - Grant date fair value of awards granted during the covered fiscal year | (2,085,684) | (2,336,239) | (1,044,201) | (989,327) | | + Fair value as of the vesting date of all awards granted during the covered fiscal year that vested during the covered fiscal year | - | - | 241,804 | - | | + 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 | 1,256,868 | 1,888,014 | 530,223 | 801,004 | | +/- 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 | (876,622) | (230,631) | (101,897) | (87,457) | | +/- 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 | (70,951) | (262,662) | (69,640) | (94,478) | | Compensation Actually Paid | $1,318,797 | $2,359,244 | $1,385,068 | $1,206,775 |
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. |
Pay Versus Performance
| (5) Cumulative total stockholder return (“TSR”) assumes $100 was invested on December 31, 2022 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, 2022) by our stock price at the beginning of the measurement period. At December 31, 2025, 2024 and 2023, the per share closing prices for our common stock were $1.78, $2.63 and $2.81, 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 2023, 2024 and 2025, compensation actually paid to our PEO decreased from $5,866,582 in fiscal 2023 to $2,359,244 in fiscal 2024 and decreased to $1,318,797 in fiscal year 2025. Average compensation actually paid to our Non-PEO NEOs decreased from $2,068,455 to $1,206,775 in fiscal 2024 and increased to $1,385,068 in fiscal year 2025. Over the same period, the value of a $100 investment in our common stock as of December 31, 2022 increased to $327 at the end of fiscal 2023, declined to $306 at the end of fiscal 2024 and declined further to $207 at the end of fiscal 2025. Compensation Actually Paid and Net Loss During fiscal 2023, 2024 and 2025, compensation actually paid to our PEO decreased from $5,866,582 in fiscal 2023 to $2,359,244 in fiscal 2024 and decreased to $1,318,797 in fiscal year 2025. Average compensation actually paid to our Non-PEO NEOs decreased from $2,068,455 to $1,206,775 in fiscal 2024 and increased to $1,385,068 in fiscal year 2025. Over the same period, our net loss increased by $12,089,000 during fiscal 2024 (from a net loss in fiscal 2023 of $19,916,000 to a net loss in fiscal 2024 of $32,005,000) and increased by $16,783,000 during fiscal 2025 (from a net loss in fiscal 2024 of $32,005,000 to a net loss in fiscal 2025 of $48,788,000).
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table shows information concerning our directors during the twelve months ended December 31, 2025.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards*** ($) | Total ($) | | Paul Stuka | 109,250 | 134,513 | 46,492 | 290,255 | | Michael Berman | 66,250 | 89,675 | 30,995 | 186,920 | | Raymond Cohen | 25,313 | 135,000 | 45,001 | 205,314 | | Gary Roubin, M.D. | 51,250 | 205,835 | 30,995 | 288,080 | | Dan Dearen | 20,876 | 135,001 | 45,016 | 200,893 | | Scott R. Ward | 46,250 | 44,836 | 15,497 | 106,583 | | Thomas Kester* | 101,250 | 179,675 | 100,059 | 380,984 | | Kathryn Arnold** | 90,000 | 194,676 | 53,429 | 338,105 |
DIRECTOR COMPENSATION
* On September 16, 2025, Mr. Kester resigned from our board of directors. ** On December 31, 2025, Ms. Arnold resigned from our board of directors. *** Fair value is based on the Black-Scholes option pricing model using the fair value of the underlying shares at the measurement date. For the 2025 calendar year, our board approved the following compensation for our independent directors: (i) a $79,250 stipend, payable annually to the chairman of the board; (ii) a $41,250 stipend, payable annually to the other independent directors; (iii) annual committee chair compensation of $20,000 for the chairman of the audit committee, $15,000 for the chairman of the compensation committee and $10,000 for the chairmen of the nominating and corporate governance committee and the research and development committee; (iv) annual committee membership compensation of $10,000 for members of the audit committee and $ 7,500 for members of the compensation committee (v) $5,000 for members of the nominating and corporate governance committee and the research and development committee. On October 23, 2025, the compensation committee approved increases to the annual stipends payable to the chairman of the board, from $75,000 to $92,000, and to the other independent directors, from $40,000 to $45,000, in each case effective retroactively as of October 1, 2025.