DEF 14A of Microbot Medical Inc.
Filed Nov 3, 2026 · FY20250001493152-26-049715
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding each element of compensation that was paid or awarded to the named executive officers of the Company for the periods indicated.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Harel Gadot | 2025 | 552,892 | 705,952(4) | - | 350,701 | - | 55,400(3) | 1,664,945 | | CEO, President & Chairman | 2024 | 520,249 | 149,189(2) | - | 514,141 | - | 57,900(3) | 1,241,479 | | Simon Sharon | 2025 | 277,006 | 145,362(5) | - | 72,874 | - | 101,304(9) | 596,545 | | CTO and General Manager | 2024 | 241,455 | 84,754(2) | - | 123,785 | - | 89,435(9) | 539,429 | | Juan Diaz-Cartelle | 2025 | 364,808 | 105,000(6) | - | 34,504 | - | 27,600(8) | 531,912 | | CMO | 2024 | 350,000 | - | - | 26,478 | - | - | 376,478 | | Rachel Vaknin | 2025 | 207,772 | 88,736(7) | - | 63,915 | - | 79,572(9) | 439,995 | | CFO | 2024 | 162,793 | 40,816(2) | - | 105,862 | - | 53,694(9) | 363,165 |
Summary Compensation Table
| (1) Amounts shown do not reflect cash compensation actually received by the named executive officer. Instead, the amounts shown are the non-cash aggregate grant date fair values of stock option awards made during the periods presented as determined pursuant to ASC Topic 718 and excludes the effect of forfeiture assumptions. The assumptions used to calculate the fair value of stock option awards are set forth under Note 11 to the Consolidated Financial Statements of the Company for the fiscal year ended December 31, 2025 included elsewhere in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. | | (2) Represents bonus for the 2023 fiscal year, which amount was actually paid in 2024. | | (3) All Other Compensation includes contributions to the named executive officer’s 401(k) Plan, and a yearly automobile allowance. | | (4) Represents bonus of $397,837 for the 2024 fiscal year, which amount was actually paid in 2025, plus one-time bonuses aggregating $308,115. | | (5) Represents bonus of $85,335 for the 2024 fiscal year, which amount was actually paid in 2025, plus a one-time bonus of $60,027. | | (6) Represents bonus for the 2024 fiscal year, which amount was actually paid in 2025. | | (7) Represents bonus of $57,534 for the 2024 fiscal year, which amount was actually paid in 2025, plus a one-time bonus of $31,202. | | (8) All Other Compensation includes contributions to the named executive officer’s 401(k) Plan. | | (9) All Other Compensation includes contributions or payments to the named executive officer’s convalescence pay, pension fund, work disability insurance, severance fund, education fund, and social security, and yearly automobile allowance. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table presents the outstanding equity awards held by each of the named executive officers as of the end of the fiscal year ended December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | 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 or Units of Stock That Have Not Vested | Market value of Shares of Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Harel Gadot | 120,847 | - | 15.75 | 9/14/2027 | - | - | - | - | | | 166,666 | - | 9.64 | 2/25/2030 | - | - | - | - | | | 190,000 | - | 8.48 | 02/01/2031 | - | - | - | - | | | 100,000 | - | 6.48 | 01/26/2032 | - | - | - | - | | | 160,000 | - | 3.73 | 12/21/2032 | - | - | - | - | | | 62,000 | 18,000 | 2.43 | 08/01/2033 | - | - | - | - | | | 80,000 | - | 1.27 | 02/22/2034 | - | - | - | - | | | 50,000 | 30,000 | 1.27 | 02/22/2034 | | | | | | | 79,567 | - | 1.25 | 02/26/2034 | | | | | | | 12,000 | - | 1.25 | 02/26/2034 | | | | | | | 74,100 | 153,900 | 2.04 | 02/05/2035 | | | | | | Simon Sharon | 10,000 | - | 9.00 | 08/13/2028 | - | - | - | - | | | 14,170 | - | 5.95 | 08/12/2029 | - | - | - | - | | | 25,000 | - | 6.48 | 01/26/2032 | - | - | - | - | | | 32,375 | 2,625 | 3.48 | 12/21/2032 | - | - | - | - | | | 13,562 | 3,938 | 2.43 | 08/01/2033 | - | - | - | - | | | 17,500 | - | 1.27 | 02/22/2034 | | | | | | | 10,937 | 6,563 | 1.27 | 02/22/2034 | | | | | | | 8,750 | - | 1.25 | 02/26/2034 | | | | | | | 14,218 | 29,532 | 2.04 | 02/05/2035 | | | | | | Rachel Vaknin | 20,000 | - | 6.48 | 01/26/2032 | - | - | - | - | | | 10,000 | - | 4.80 | 07/18/2032 | - | - | - | - | | | 13,000 | - | 3.73 | 12/21/2032 | - | - | - | - | | | 13,562 | 3,938 | 2.43 | 08/01/2033 | - | - | - | - | | | 17,500 | - | 1.27 | 02/22/2034 | | | | | | | 10,937 | 6,563 | 1.27 | 02/22/2034 | | | | | | | 4,375 | - | 1.25 | 02/26/2034 | | | | | | | 15,640 | 32,485 | 2.04 | 02/05/2035 | | | | | | Juan Diaz-Cartelle | 10,000 | 15,000 | 1.29 | 01/12/2033 | - | - | - | - | | | 5,687 | 11,813 | 1.27 | 02/22/2034 | - | - | - | - | | | 10,500 | 2,625 | 1.25 | 02/26/2034 | | | | | | | 13,650 | 28,350 | 2.04 | 02/05/2035 | | | | |
Pay Versus Performance
Pay Versus Performance As required by 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 the Company. As a smaller reporting company, we have elected to provide scaled disclosure as permitted under Item 402(v)(8) of Regulation S-K. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(4) | Net Loss ($ in thousands)(5) | | 2025 | 1,664,945 | 1,858,423 | 522,817 | 581,181 | 66.45 | (13,142) | | 2024 | 1,241,479 | 842,682 | 426,357 | 364,133 | 37.21 | (11,443) | | 2023 | 1,284,123 | 679,963 | 321,708 | 271,711 | 54.49 | (10,740) |
Pay Versus Performance
| (1) Harel Gadot served as our principal executive officer (“PEO”) for each of the years presented. | | (2) Amounts reported as “compensation actually paid” are 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 the applicable executives during the applicable year. Compensation actually paid was calculated by deducting from the Summary Compensation Table total the grant date fair value of option awards granted during the year, and adding (i) the year-end fair value of awards granted during the year that remained outstanding and unvested, (ii) for awards granted and vested in the same year, the fair value as of the vesting date, (iii) the change in fair value during the year of awards granted in prior years that remained outstanding and unvested, (iv) for prior-year awards that vested during the year, the change in fair value from the prior year-end to the vesting date, and deducting (v) the prior year-end fair value of any awards forfeited during the year. Fair values were calculated using assumptions consistent with those used to determine grant date fair value under ASC Topic 718. | | (3) The non-PEO named executive officers were Rachel Vaknin, Simon Sharon and Juan Diaz-Cartelle for 2025 and 2024, and Rachel Vaknin, Simon Sharon, Juan Diaz-Cartelle and Eyal Morag for 2023. | | (4) Total shareholder return assumes an initial investment of $100 in our common stock on December 31, 2022 and the reinvestment of any dividends, and is calculated on a cumulative basis through the end of each year presented, giving effect to any stock splits. | | (5) Represents net loss as reported in our audited consolidated financial statements for the applicable year. |
Relationship Between Compensation Actually Paid and Performance
Relationship Between Compensation Actually Paid and Performance As a commercial-stage medical device company that is not yet generating recurring, material revenue, we do not use net loss or total shareholder return as performance measures in our executive compensation program. A significant portion of our executives’ compensation consists of stock options, the value of which is directly tied to our stock price. Compensation actually paid did not track our net loss, which was driven primarily by research and development, general and administrative expenses, and regulatory activities.
Director Compensation
Director Compensation The Company has an amended compensation package for the non-management members of its Board, pursuant to which, commencing 2026, each such Board member would receive for his or her services $40,000 per annum. Furthermore, each member of the Audit Committee of the Board receives an additional $10,000 per annum ($20,000 if Chairman), each member of the Compensation Committee of the Board receives an additional $7,500 per annum ($15,000 if Chairman) and each member of the Corporate Governance and Nominating Committee of the Board receives an additional $5,000 per annum ($10,000 if Chairman). Board members are also entitled to receive equity awards. Upon joining the Board, a member would receive an initial grant of stock options with an additional grant of stock options each year thereafter. The number of options shall be determined by the Compensation Committee or the Board based on, among other factors, a market competitive percentage of the Corporation’s issued and outstanding shares of common stock from time to time. For the 2025 fiscal year, in March 2026 the independent members of the Board were each granted 20,000 options. The following table summarizes cash and equity-based compensation information for our outside directors, for the year ended December 31, 2025:
Director Compensation
| Name | Fees earned or paid in cash | Stock Awards | Option Awards(1) | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Scott Burell | $105,000 | - | $55,557 | - | - | - | $160,557 | | Martin Madden | $105,000 | - | $55,557 | - | - | - | $160,557 | | Prattipati Laxminarain | $78,750 | - | $55,557 | - | - | - | $134,307 | | Aileen Stockburger | $74,500 | - | $55,557 | - | - | - | $130,057 | | Tal Wenderow | $70,000 | - | $55,557 | - | - | - | $125,557 | | David J. Wilson | $52,500 | - | $29,451 | - | - | | $81,951 |
Director Compensation
| (1) Amounts shown do not reflect cash compensation actually received by the director. Instead, the amounts shown are the non-cash aggregate grant date fair values of stock option awards made during the period presented as determined pursuant to U.S. GAAP. The assumptions used to calculate the fair value of stock option awards are described in Note 11 to the Consolidated Financial Statements of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
PROPOSAL 1: NOMINEES FOR ELECTION OF CLASS II DIRECTORS
PROPOSAL 1: NOMINEES FOR ELECTION OF CLASS II DIRECTORS The number of directors is currently fixed at seven. Both our restated certificate of incorporation, as amended to date, and our amended and restated by-laws provide for the classification of the Board into three classes (Class I, Class II and Class III), as nearly equal in number as possible, with the term of office of one class expiring each year. Unless otherwise instructed, the enclosed proxy will be voted to elect the nominees named below as Class II directors for a term of three years expiring at the 2029 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Both Class II director nominees have been recommended by the Corporate Governance Committee because of their past experience serving on the Company’s Board, the breadth of their business expertise, sound judgment, and demonstrated leadership, among other things. Proxies cannot be voted for a greater number of persons than the number of nominees named below. It is expected that the nominees will be able to serve, but if any are unable to serve, the proxy will be voted for a substitute nominee or nominees designated by the Board. The Corporate Governance Committee has recommended and the Board has nominated Scott Burell and Aileen Stockburger for election as the Company’s Class II directors to serve as Class II Directors until the 2029 Annual Meeting of Shareholders. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL 1 TO ELECT AS DIRECTORS THE TWO NOMINEES DESCRIBED ABOVE.