Henry Cremisi
About Henry Cremisi
Henry D. Cremisi, MD, FACP is an independent director of Daxor Corporation (DXR), serving since 2020; he is 67 years old and his principal occupation over the past five years has been Medical Director at AstraZeneca, a pharmaceutical company . The Board has determined that he is independent under Nasdaq standards and not an “interested person” of the Company; he has not been an employee or consultant to Daxor or its affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca | Medical Director | Past five years (per proxy disclosure) | Not disclosed |
External Roles
| Company | Board Role | Tenure | Committees | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | “Other directorships (past five years): None” |
Board Governance
- Independence: The Board determined all directors other than Michael and Jonathan Feldschuh are independent; Cremisi is independent under Nasdaq rules .
- Committees: DXR has an Audit Committee; members are Edward Feuer (Chair, financial expert), Joy Goudie, and Caleb DesRosiers. Cremisi is not listed as a member and does not chair any committee .
- Board leadership: Chairman is CEO Michael Feldschuh; there is no lead independent director .
- Governance structure: DXR is a “controlled company” under Nasdaq rules (Estate of Joseph Feldschuh controls >50%), and does not have standing nominating or compensation committees—the full Board handles nominations and compensation .
- Attendance: Each incumbent director attended at least 75% of Board meetings; the Board held four meetings in 2024 and four in 2023 .
- Annual meeting attendance policy: Directors are encouraged to attend and may attend via teleconference .
Fixed Compensation
- Meeting fee policy: Outside directors received $1,000 for attending the annual meeting plus Board meeting held the same day; directors also received $375 per dial-in meeting (April, September, December) .
| Fiscal Year | Cash Compensation ($) | Notes |
|---|---|---|
| 2022 | $750 | Four Board meetings held; outside directors also received meeting fees |
| 2023 | $1,125 | Four Board meetings held; outside directors received meeting fees |
| 2024 | $1,750 | Four Board meetings held; outside directors received meeting fees |
Performance Compensation
- Equity awards: Cremisi holds stock options granted under DXR’s equity plans; no RSUs/PSUs for directors are disclosed in the proxy statements .
| Fiscal Year | Options Outstanding (shares) | Plan | Strike Price Range ($) | Vesting/Expiration |
|---|---|---|---|---|
| 2023 | 22,000 | 2004 Option Plan and 2020 Plan | Company range: $7.75–$14.11 (directors’ options) | Not disclosed |
| 2024 | 26,500 | 2020 Plan | Company range: $7.75–$14.11 (directors’ options) | Not disclosed |
| 2025 | 26,666 | 2020 Plan | Company range: $7.75–$14.11 (directors’ options) | Not disclosed |
Performance metrics tied to director compensation (e.g., revenue, EBITDA, TSR) are not disclosed; director pay consists of meeting fees plus options, and the Board has no compensation committee (full Board handles compensation) .
Other Directorships & Interlocks
| Individual | Current Public Boards | Roles/Committees | Interlocks/Shared Boards |
|---|---|---|---|
| Henry D. Cremisi | None disclosed | — | None disclosed |
Expertise & Qualifications
- Medical and clinical expertise: MD, FACP; Medical Director at AstraZeneca (pharmaceutical industry) .
- Board qualification narrative: Directors (including Cremisi) are cited for a “conservative and thoughtful approach” and relevant experience to serve DXR’s Board .
Equity Ownership
| As of Record Date | Beneficial Shares | Percent of Common Stock | Composition (Common vs Options) |
|---|---|---|---|
| June 6, 2023 | 22,000 | <1% | Includes 22,000 shares issuable upon exercise of options (2004 and 2020 plans) |
| May 17, 2024 | 24,167 | <1% | Includes 24,167 shares issuable upon exercise of options (2020 Plan) |
| May 19, 2025 | 26,666 | <1% | Includes 26,666 shares issuable upon exercise of options (2020 Plan) |
Beneficial ownership follows SEC rules and includes options currently exercisable or exercisable within 60 days .
Governance Assessment
- Alignment: Cremisi’s ownership is <1% and comprised of options; while this provides some equity alignment, the absolute stake is small relative to DXR’s 4.96M shares outstanding as of 2025 .
- Attendance and engagement: At least 75% Board meeting attendance in 2024 and 2023 indicates adequate engagement; meeting fees structure incentivizes participation .
- Committee effectiveness: Cremisi is not on the Audit Committee; oversight is concentrated in a three-member committee chaired by Feuer, a designated financial expert .
- Structure risks: DXR’s “controlled company” status means the Board lacks independent nominating and compensation committees; full Board (with controlling shareholder influence) handles nominations and compensation—this is a governance risk for minority investors .
- Leadership balance: CEO serves as Chairman with no lead independent director—another governance red flag that may limit independent oversight .
RED FLAGS
- Controlled company with no independent nominating or compensation committees; potential minority shareholder protection gap .
- No lead independent director while CEO is Chairman, limiting counterbalance to management .