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STEREOTAXIS, INC. filed this Form DEF 14A on 04/10/2019
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During fiscal year 2018, the Compensation Committee met one time and acted four times by unanimous written consent.


Nominating and Corporate Governance Committee


Our Board has determined that each director serving on the Nominating and Corporate Governance Committee during 2018 was independent under the listing standards of The Nasdaq Capital Market, except David L. Fischel. The Nominating and Corporate Governance Committee assists the Board in:


  identifying and evaluating individuals qualified to become Board members;
  reviewing director nominees received from shareholders;
  selecting director nominees for submission to the shareholders at our annual meeting;
  selecting director candidates to fill any vacancies on the Board;
  overseeing the structure and operations of the Board, including recommending Board committee structure, appointments and responsibilities; and
  overseeing our healthcare compliance policies.


The Nominating and Corporate Governance Committee is also responsible for developing and recommending to the Board a set of corporate governance guidelines and principles. During fiscal year 2018, the Nominating and Corporate Governance Committee met one time.




Director Compensation Policy


In February 2017, the Compensation Committee adopted a new compensation program for our non-employee directors effective January 1, 2017. Each director now receives an annual award of 60,000 restricted share units. The annual equity awards will be 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 and pro-rated according to the length of time served as a director. Each director will have the option to choose one of two vesting schedules prior to the commencement of the year. The restricted share units will vest immediately with the first option. Alternately, with the second option, the restricted share units will 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.


We reimburse our directors for reasonable out-of-pocket expenses incurred in connection with attendance and participation in Board and committee meetings.


Compensation of Directors


The following table discloses compensation to our non-employee directors for their services during 2018:


Director  Fees
Earned or
Paid in

Stock Awards


   Option Awards
David W. Benfer(2)           -    58,500    -                 -    58,500 
David L. Fischel (3)   -    58,500    -    -    58,500 
Nathan Fischel, M.D. (4)        58,500    -    -    58,500 
Joe Kiani (3)   -    58,500    -    -    58,500 
Ross Levin(5)        39,479              39,479 
Dr. Arun S. Menawat (3)   -    58,500    -    -    58,500 
Robert J. Messey(6)   -    58,500    -    -    58,500 
Fred A. Middleton (7)   -    19,147    -    -    19,147 


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