Jonathan Feldschuh
About Jonathan Feldschuh
Jonathan Feldschuh is Chief Scientific Officer (CSO) and a member of the Board of Directors at Daxor (DXR). He has served as a Director since 2017 and as an officer since 2008; his current age is 60 . He is classified as an “interested person” (not independent) due to his executive role; DXR is a controlled company with reduced governance requirements, including no compensation or nominating committee, and the full Board makes compensation decisions . The proxy statements do not disclose TSR, revenue growth, or EBITDA growth metrics tied to his compensation .
- Board service and governance summary:
- Role: Director (since 2017) and CSO (officer since 2008)
- Independence: Not independent (“interested person”)
- Committees: Not a member of the Audit Committee (Audit members are Feuer, Goudie, DeRosiers; Feuer chairs)
- Board structure: CEO Michael Feldschuh is Chairman; no Lead Independent Director; controlled company status (Estate of Joseph Feldschuh controls >50%) and no compensation committee (full Board sets pay)
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Daxor Corporation | Chief Scientific Officer | 2008–present | Senior R&D leadership; executive officer role disclosed in proxies (no narrative impact provided) |
| Daxor Corporation | Director | 2017–present | Board oversight; classified as “interested person” (executive-director) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No other public-company directorships disclosed in the last five years |
Fixed Compensation
| Year | Base Salary ($) | 401(k) Match/Other ($) | Total Reported Compensation ($) |
|---|---|---|---|
| 2025 | 127,920 | 1,285 (401k match) | 129,205 |
| 2024 | 127,920 | — (not disclosed) | 127,920 |
| 2023 | 127,920 | — (not disclosed) | 127,920 |
| 2022 | 127,920 | — (not disclosed) | 127,920 |
Notes:
- Outside director cash fees at DXR: $1,000 for annual meeting day and $375 per dial-in meeting; four board meetings in each year cited. These apply to non-employee directors; Jonathan is classified as an “Interested Person” (executive) .
Performance Compensation
- Restricted stock award vesting:
- 32,000 shares vested on 12/6/2024 to Jonathan Feldschuh (grant value $284,480 at vest) .
- Options and equity plan framework (2020 Incentive Compensation Plan):
- RS/RSUs: default schedule is three equal installments after each of the first, second, and third anniversaries of grant (time-based) .
- Options: exercise timing determined by Committee; no single fixed vesting schedule stated in proxy; per-plan mechanics disclosed but no individual executive performance metrics disclosed .
- Change-in-control: Board may accelerate all options (fully exercisable), lapse restrictions on restricted stock, settle RSUs/DSUs, and pay performance awards at maximum under the Plan .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting / Terms |
|---|---|---|---|---|---|---|
| Restricted Stock (time-based) | Time-based service | N/A | N/A | N/A | 32,000 shares (vested) | Vested 12/6/2024; plan default three-year pro-rata vesting applies generally |
| Stock Options | Time/service; Committee-determined | N/A | N/A | N/A | N/A | Per 2020 Plan; no individual metrics/periods disclosed |
Equity Ownership & Alignment
- Beneficial ownership summary (record-date snapshots):
- 2025: 52,574 shares (1.1%)
- 2024: 32,241 shares (<1%)
- 2023: 30,575 shares (<1%)
- 2022: 37,242 shares (<1%)
| Year | Beneficially Owned Shares | Percent of Common Stock |
|---|---|---|
| 2025 (record date May 19, 2025) | 52,574 | 1.1% |
| 2024 (record date May 17, 2024) | 32,241 | <1% |
| 2023 (record date Jun 6, 2023) | 30,575 | <1% |
| 2022 (record date May 17, 2022) | 37,242 | <1% |
Breakdown (per footnotes; includes options exercisable within 60 days of record date):
| Year | Common Shares Owned | Options (Exercisable within 60 days) |
|---|---|---|
| 2025 | 35,908 | 16,666 |
| 2024 | 3,908 | 28,333 |
| 2023 | 3,908 | 26,667 |
| 2022 | 3,908 | 33,334 |
Directors’ options outstanding (company-wide director roll-up in proxy; counts may differ from 60-day exercisable totals above):
| Year | Options Outstanding – Jonathan Feldschuh |
|---|---|
| 2025 | 16,666 |
| 2024 | 45,000 |
| 2023 | 26,667 |
| 2022 | 40,000 |
Additional alignment notes:
- No disclosure of stock ownership guidelines, pledging, hedging, or compliance status in the proxies reviewed .
- Directors (aggregate) had option exercise prices ranging from $7.75–$14.11 per share (context for potential in-the-money value subject to market price) .
Employment Terms
| Item | Term |
|---|---|
| Officer start date | Officer since 2008 (indefinite term as officer) |
| Director service | Director since 2017; one-year terms, elected annually |
| Contract term/expiration | Not disclosed (no individual employment agreement terms in proxies) |
| Auto-renewal clauses | Not disclosed |
| Severance / CoC economics | Not disclosed; however, the equity plan provides single-trigger change-in-control acceleration for equity (options fully exercisable; restrictions lapse; RSUs/DSUs settled; performance awards paid at max, by Board determination) |
| Non-compete / Non-solicit | Not disclosed |
| Clawbacks | Not disclosed |
| Perquisites | Not disclosed for executives beyond 401(k) match noted in 2025 |
Board Governance (director service, committees, independence)
| Attribute | Detail |
|---|---|
| Board role | Director (interested person) |
| Committees | Not on Audit; Audit members: Feuer (Chair), Goudie, DeRosiers |
| Independence | Not independent (executive-director) |
| Board structure | CEO is Chairman; no Lead Independent Director |
| Controlled company | Estate of Joseph Feldschuh controls >50% voting power; no compensation or nominating committee; full Board sets compensation |
| Meeting attendance | 4 board meetings; incumbent directors attended at least 75% in 2024 (similar disclosure for other years) |
Director Compensation (for reference, non-employee directors)
| Component | 2024/2025 Structure |
|---|---|
| Annual meeting day | $1,000 per outside director for annual meeting day (and same-day board meeting) |
| Dial-in meetings | $375 per meeting |
Compensation Structure Analysis
- Cash vs equity mix stability: Jonathan’s cash salary has been flat at $127,920 for 2022–2025; 2025 included a 401(k) match ($1,285) .
- Equity usage: The company relies on equity awards (restricted stock and options) under the 2020 Plan; Jonathan had a notable vesting event of 32,000 shares on 12/6/2024 ($284,480 value) .
- Governance of pay: There is no compensation committee; as a controlled company, the full Board determines compensation, which can raise pay-for-performance and independence concerns (especially with two executives as “interested” directors) .
- Performance metrics: No executive-specific performance metrics, targets, or weightings were disclosed for Jonathan’s awards in the proxies reviewed .
Equity Ownership & Alignment – Implications
- Skin-in-the-game: 2025 beneficial ownership rose to 52,574 shares (1.1%), providing some alignment, though still a relatively small percentage stake; majority control rests with the Estate of Joseph Feldschuh (51.5% as of 2025) .
- Option overhang and vesting cadence: The plan’s RS/RSUs typically vest over three years; Jonathan’s 32,000-share vest in December 2024 suggests potential year-end liquidity events if similar grants recur, though no forward schedule is disclosed .
- Pledging/hedging: No disclosures of pledging or hedging—absence of disclosure should not be assumed as prohibition .
Performance & Track Record
- The proxies do not provide quantitative performance metrics (revenue, EBITDA, TSR) indexed to Jonathan’s pay; no achievements/controversies specific to Jonathan are described in the filings reviewed .
Employment Terms – Change-in-Control and Plan Mechanics
- Single-trigger equity acceleration: Upon Board-determined change-in-control, options become fully exercisable; restrictions lapse on restricted stock; RSUs/DSUs and cash awards are settled; performance awards pay at maximum per plan .
- Tax provisions and award types: Plan covers options, SARs, restricted stock, RSUs, DSUs, cash awards; tax treatment outlined (no tax gross-ups disclosed) .
Ownership Detail (context)
| Record Date | Shares Outstanding |
|---|---|
| May 19, 2025 | 4,962,245 |
| May 17, 2024 | 4,836,930 |
| Jun 6, 2023 | 4,734,987 |
| May 17, 2022 | 4,040,329 |
Investment Implications
- Alignment vs control: Jonathan’s rising beneficial stake to 1.1% offers some alignment, but governance is dominated by a >50% controlling stockholder; absence of a compensation committee and no lead independent director raise oversight risks for pay and succession .
- Pay structure and signals: Flat cash salary with episodic equity vesting (e.g., 32,000 shares in Dec-2024) suggests potential episodic selling pressure around vest dates; lack of disclosed performance metrics weakens pay-for-performance linkage .
- Change-in-control incentives: Single-trigger equity acceleration can incentivize favorable transaction outcomes for equity holders but may raise investor scrutiny on parachute optics; no severance multiples or individual CoC cash terms disclosed for Jonathan .
- Trading watchouts: Monitor Form 4s around year-end and plan vesting windows, given prior December vest; track any updates to option balances in future proxies to gauge dilution/overhang and potential exercise-driven supply .
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