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DEF 14A
STEREOTAXIS, INC. filed this Form DEF 14A on 04/10/2019
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2018 Executive Compensation

 

Annual Base Salary. The Compensation Committee decided to make no changes to Mr. Stammer’s annual base salary ($290,000) during 2018. Kevin M. Barry was hired as Chief Legal Officer and Secretary on November 5, 2018 with a base salary of $187,000. Mr. David Fischel does not receive a base salary.

 

Annual Incentive Plan. The committee decided not to establish a 2018 annual incentive plan based on objective, formulaic performance goals and metrics for the Company or the Named Executive Officers, and instead determined that annual incentive awards to management, including the Named Executive Officers, for the 2018 fiscal year would be discretionary. The committee decided to make no annual incentive awards to the Named Executive Officers for the 2018 fiscal year.

 

Long-Term Incentive Compensation. In February 2018, a grant of service-vested Incentive Stock Options, vesting 25% on the first anniversary and 2.083% per month thereafter through the fourth anniversary, was made with the intention of emphasizing retention and the criticality of shareholder alignment during this key phase in the Company’s life-cycle.

 

Recoupment Policy

 

The Compensation Committee has a recoupment policy applicable to incentive compensation based on financial results, including the annual bonus and equity-based compensation, to our Named Executive Officers and other executives. If we are required to file a restatement of financial results due to fraud, gross negligence or willful misconduct, then our independent directors may take action to recoup any portion of the incentive compensation awarded to the executives that exceeded the amount that would have been awarded based on the restated financial results during the three fiscal years prior to the filing of the restated financial results.

 

Other Benefits

 

  Healthcare and Other Insurance Programs: All of our employees, including the Named Executive Officers, are eligible to participate in medical, dental, short and long-term disability and life insurance plans. The terms of such benefits for our Named Executive Officers are the same as those for all of our employees.
  401(k): We offer all eligible employees the opportunity to participate in a 401(k) plan. Employer matching contributions are discretionary under the 401(k) plan. During 2018, the Company matched employee contributions up to 3% of the employee’s salary, subject to limitations. However, the employer match was not made until 2019.
  Employee Stock Purchase Plan: The Company offers an employee stock purchase plan, under which all of our employees, including our Named Executive Officers, who do not own 5% or more of our outstanding common stock, have the opportunity to buy an aggregate for all employees of up to 250,000 shares of Company common stock at 95% of market price with up to 15% of their salaries and incentives (subject to certain limits), with the objective of allowing employees to profit when the value of our stock increases over time.

 

Summary Compensation Table

 

The following table summarizes the total compensation paid to the following executive officers (our “Named Executive Officers”) for fiscal years 2017 and 2018. For more information about the components of the total compensation, refer to the “Executive Compensation Summary and Analysis” section of this proxy statement.

 

Name and Principal
Position
  Year   Salary ($)   Option Awards ($)(1)   Non-Equity Incentive Plan
Compensation
($)(2)
   All Other
Compensation ($)(3)
   Totals
($)
 
David L. Fischel   2018    -    -           -    -    - 
Chief Executive Officer(4)   2017    -    -    -    -    - 
Martin C. Stammer   2018    290,000    41,400    -    2,099    334,599 
Chief Financial Officer   2017    290,000    -    -    2,099    292,099 
Kevin M. Barry   2018    29,848    27,000    -    131    56,979 
Chief Legal Officer & Secretary(5)   2017    -    -    -    -    - 

 

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