David Robins
About David Robins
Independent director of Autonomix Medical (AMIX); age 55; director since February 2022. Co-founder and board member of LifeLens (on-body sensing devices) and co-CEO of DavosPharma (biotech/medical device manufacturing support). Education: BS in Engineering Chemistry (Queen’s University, Kingston, Ontario) and MS in Chemical Engineering (Syracuse University). The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autonomix Medical, Inc. | Director | Feb 2022 – present | Chair, Nominating & Corporate Governance; member, Audit and Compensation |
| DavosPharma | Co-CEO | 2013 – present | Operational leadership in manufacturing support to biotech/medical device firms |
| LifeLens | Founder, Board Member | n/a | Product strategy in on-body sensing devices |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| DavosPharma | Co-CEO | Private | Supports clinical/commercial manufacturing for biotech and medical devices |
| LifeLens | Board Member | Private | On-body sensing devices development |
Board Governance
- Independence: Board determined that all directors except Ms. Bisson and Mr. Klemp are independent; Robins is independent .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee Chair; Compensation Committee member .
- Attendance: In fiscal 2024 the Board met once; committees met once; each incumbent director attended more than 75% of meetings .
- Shareholder support: At the Oct 30, 2025 annual meeting, Robins received 1,195,185 votes “For” and 84,513 votes “Withheld”; 1,591,941 broker non-votes .
Fixed Compensation
| Component | Amount | Vesting/Terms | Source |
|---|---|---|---|
| Annual cash director compensation (post-IPO) | $50,000 | Standard non-employee director cash compensation commenced Jan 29, 2024 | |
| Fiscal 2024 cash fee (Robins) | $8,333 | Earned after IPO completion; fiscal-year disclosure |
Performance Compensation
| Equity Award Policy (Directors) | Grant Count/Value | Vesting | Terms |
|---|---|---|---|
| Initial appointment grant (non-employee directors) | 75,000 stock options | Vests in 3 equal annual installments over 3 years | 10-year options under 2023 Stock Plan |
| Annual re-election grant (non-employee directors) | 50,000 stock options | Vests quarterly over one year | 10-year options under 2023 Stock Plan |
Notes: The 2024 director table shows no option award for Robins in fiscal 2024; Capelli’s grant-date fair value was $116,980, illustrating the program’s use of option awards for director equity .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Impulse Medical, Inc. | Autonomix granted 1,600,000 warrants to an affiliate of early investors upon license termination; Robins holds a 20% interest in the company receiving the warrant via Portsmouth Therapeutics, Inc. | Related-party linkage to a warrant recipient; lock-up applies to shares underlying the warrants |
Expertise & Qualifications
- Deep device development and commercialization experience; roles spanning clinical trials to FDA approvals .
- Governance and committee leadership (chairing Nominating & Corporate Governance; serving on Audit and Compensation) .
- Technical credentials in engineering chemistry and chemical engineering .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| David Robins | 531,596 | 2.3% | Includes portion of 1,600,000 warrants held by Impulse Medical, where Robins has indirect interests; lock-up restrictions on underlying shares post-IPO |
Governance Assessment
- Strengths:
- Independent status; multi-committee engagement with chair role on Nominating & Governance supports board process integrity .
- Documented attendance >75% and committee activity indicate engagement .
- Post-IPO director compensation includes equity options, aligning director/stockholder interests .
- Shareholder support in 2025 director election (low withhold rate vs votes for) .
- Risks/Red Flags:
- Related-party exposure via the 1,600,000 warrant to an affiliate in which Robins has a 20% interest; requires rigorous Audit Committee oversight under Item 404 policy .
- Delinquent Section 16 report noted for Robins (late Form 4 filed July 26, 2024), signaling a compliance lapse .
- Director ownership guidelines not disclosed; while anti-hedging policy exists, lack of published ownership minimums reduces clarity on “skin-in-the-game” standards .
- Policies:
- Anti-hedging policy prohibits hedging transactions by directors .
- Dodd-Frank restatement recoupment policy adopted (executive incentive compensation), enhancing clawback governance; scope appears focused on executives rather than directors .
Supporting Data
| Annual Meeting Voting – Oct 30, 2025 | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| David Robins | 1,195,185 | 84,513 | 1,591,941 |
| Board & Committee Activity (FY 2024) | Meetings Held | Attendance Threshold |
|---|---|---|
| Board | 1 | Each incumbent director >75% |
| Committees (aggregate) | 1 | Each incumbent director >75% |
| Committee Assignments | Role |
|---|---|
| Nominating & Corporate Governance | Chair |
| Audit | Member |
| Compensation | Member |
| Director Compensation Program (Post-IPO) | Detail |
|---|---|
| Annual cash compensation (non-employee directors) | $50,000 |
| Initial appointment options | 75,000; vest 3 years |
| Annual re-election options | 50,000; vest quarterly over 1 year |
| Robins fiscal 2024 cash fees | $8,333 |
Related-Party Transactions & Controls
- Item 404 policy: Audit Committee must pre-approve related-party transactions (>$120,000 or 1% of total assets), considering materiality, commercial reasonableness, and conflicts; directors with interests must recuse .
- Transactions: License termination led to issuance of 1,600,000 warrants to an affiliate of early investors; Robins has a 20% interest; prior payments of $175,000 to the licensee and $26,282 legal costs; later, management/Board participated in convertible notes private placement (aggregate $500,000) .
Implication: Ongoing monitoring of related-party exposure and formal recusal documentation are important for investor confidence .
Equity Alignment & Policies
- Beneficial ownership: Robins holds 2.3% of common stock as of Aug 26, 2024 .
- Anti-hedging: Company prohibits hedging transactions for directors .
- Ownership guidelines: Not disclosed for directors; no compliance status provided .
Compensation Structure Analysis
- Mix: Cash ($50k annually) plus option grants (initial 75k, annual 50k), indicating meaningful equity-at-risk for directors .
- Vesting: Multi-year (initial) and quarterly (annual), promoting retention and sustained alignment .
- Clawback: Restatement recoupment policy applies to executive incentive compensation; director equity not explicitly covered .
Say-on-Pay & Shareholder Feedback
- 2025 meeting included approval of Amended & Restated 2023 Equity Incentive Plan; no say-on-pay item disclosed; equity plan received 1,113,523 votes “For” (with 127,874 “Against”, 38,301 “Abstain”, and 1,591,941 broker non-votes) .
Management/Board responsiveness to equity plan approvals and director election outcomes signals moderate investor support; continued transparency on related-party oversight would strengthen confidence .
Risk Indicators & Red Flags
- Related-party warrants to an entity with Robins’s interest (20%) and cash/legal flows to that entity (license termination) .
- Late Section 16 filing (Form 4) for Robins .
Actionable governance mitigants: Enhanced disclosure on recusals and approval processes, periodic third-party reviews of related-party arrangements, and improved Section 16 compliance controls .
Compensation Committee Analysis
- Composition: Robins serves as member; committee is comprised of independent directors per Nasdaq rules .
- Consultant independence and peer benchmarking: Not detailed for AMIX directors; committee charter responsibilities include oversight of Board compensation and equity plans .
Monitoring: Ensure independent advice for director pay and periodic market benchmarking are documented to avoid pay inflation risks .