Caleb DeRosiers
About Caleb DeRosiers
Independent director of Daxor Corporation since 2020; an attorney by profession with legal expertise. Age 52 (2025 proxy); serves on the Audit Committee; the Board has determined he is independent under Nasdaq standards and not an “interested person” under the Investment Company Act of 1940 .
Board Governance
| Attribute | Detail |
|---|---|
| Board status | Independent director; not an “interested person” |
| Committee assignments | Audit Committee member |
| Committee chair roles | None (Audit Chair is Edward Feuer, CPA) |
| Years on board | Director since 2020 (one-year terms) |
| Board meetings held (FY2024) | 4 meetings |
| Attendance (FY2024) | Each incumbent attended at least 75% of meetings |
| Audit Committee meetings | 4 (FY2023) ; 4 (FY2024) |
| Lead Independent Director | None; Chairman is CEO Michael Feldschuh |
| Controlled company status | Yes; Estate of Joseph Feldschuh controls >50% voting power |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual meeting fee ($) | 1,000 | 1,000 |
| Per dial-in board meeting fee ($) | 375 | 375 |
| Total director cash paid to DeRosiers ($) | 2,125 | 1,750 |
Notes:
- In FY2024, directors were paid $1,000 for attending the annual meeting (six directors attended) and $375 for each dial-in meeting held in April, September, and December 2024; four total board meetings were held . His $1,750 suggests attendance at the annual meeting plus two of three dial-in meetings, consistent with the ≥75% attendance disclosure .
Performance Compensation
| Metric | As of May 17, 2024 (2024 proxy) | As of May 19, 2025 (2025 proxy) |
|---|---|---|
| Director stock options (count) | 26,500 | 12,666 |
| Exercise price range ($/sh) | 7.75–14.11 | 7.75–14.11 |
- No director RSU/PSU awards disclosed; equity grants in 2024 were to officers only (not directors) .
Equity Ownership
| Metric | As of May 17, 2024 | As of May 19, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 6,656 | 15,823 |
| Common shares owned (direct/indirect) | 3,157 | 3,157 |
| Options exercisable within 60 days (shares) | 3,499 | 12,666 |
| Ownership as % of shares outstanding | <1% | <1% |
| Company shares outstanding (for context) | 4,836,930 | 4,962,245 |
- Directors currently serving (including DeRosiers) collectively had options outstanding; Daxor disclosed option counts and price ranges but not vesting schedules by director .
Other Directorships & Interlocks
| Company | Role | Committees | Tenure |
|---|---|---|---|
| None disclosed | — | — | — |
- Daxor’s proxy lists “Other Directorships Held (during past five years)” as “None” for Caleb DeRosiers .
Expertise & Qualifications
- Legal expertise (attorney); contributes to compliance and oversight in an Audit Committee role .
- Determined independent under Nasdaq standards and not an “interested person,” meeting heightened audit committee independence standards .
- Participated on the Audit Committee during an auditor transition in late 2024 (Citrin Cooperman resigned Nov 1, 2024; Bush & Associates appointed Dec 3, 2024) .
Governance Assessment
Strengths
- Independence and Audit Committee membership support oversight quality; the Audit Committee held four meetings in each of 2023 and 2024, indicating regular engagement .
- Ownership alignment via common stock and vested options; beneficial ownership increased from 6,656 to 15,823 shares (including options exercisable within 60 days) from 2024 to 2025, albeit still under 1% of outstanding shares .
Concerns / Watch items
- Controlled company governance: no Compensation or Nominating Committee; full Board handles nominations and compensation; no Lead Independent Director, which can weaken minority shareholder protections .
- Auditor turnover: Audit Committee oversaw the 2024 transition from Citrin Cooperman to Bush & Associates; while no disagreements or reportable events were disclosed, auditor changes warrant monitoring for financial reporting robustness .
- Director compensation is purely per-meeting cash with no annual equity grant to outside directors, limiting long-term alignment signals versus typical director equity retainer programs .
Red flags
- None specific to DeRosiers disclosed (no related-party transactions, pledging, or attendance shortfalls); each incumbent met the ≥75% attendance threshold in 2024 .