Robert J. Michel
About Robert J. Michel
Robert J. Michel is Daxor Corporation’s Chief Financial Officer, Chief Compliance Officer, and Corporate Secretary; he has served as CFO since 2018 and is age 68 . His responsibilities include finance, compliance, and corporate secretarial duties such as overseeing proxy communications and ensuring Board-directed communications are properly delivered . Daxor is a controlled company under Nasdaq rules, which means compensation and nomination decisions are made by the full Board rather than a separate compensation committee, a governance context relevant to executive pay oversight . Performance metrics like TSR, revenue growth, or EBITDA growth tied to his compensation are not disclosed in the company’s proxy materials .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Daxor Corporation | Chief Financial Officer; Chief Compliance Officer; Corporate Secretary | CFO since 2018; Officer role indefinite | Finance and compliance leadership; oversees proxy communications and Board communications processes |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bio-Key International | Director | 2017 to Present | External governance experience noted in proxy “Other Directorships” |
Fixed Compensation
| Year (last completed fiscal) | Base Salary ($) | Pension/Retirement Benefits Accrued as Part of Company Expenses ($) | Estimated Annual Benefits Upon Retirement | Total Compensation ($) |
|---|---|---|---|---|
| 2024 | 150,000 | 1,507 (company 401(k) match) | None | 151,507 |
Notes:
- Company footnote indicates the amount represents the matching component of the Company’s 401(k) Plan; the plan is not a defined benefit plan and future amounts are not estimable .
Performance Compensation
| Award Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Stock grant (shares) | Time-based (no performance metric disclosed) | N/A | N/A | N/A | 4,750 shares; grant value $42,228 | Vested 12/6/2024 |
- No PSU/option performance metrics, TSR hurdles, or ESG-linked goals are disclosed. The controlled-company governance structure means the full Board handles compensation decisions rather than an independent compensation committee .
Equity Ownership & Alignment
| Date/Source | Total Beneficial Ownership (shares) | Ownership % of Outstanding | Direct/Indirect Shares | Options (beneficially owned under 60-day rule) | Notes |
|---|---|---|---|---|---|
| May 19, 2025 (record date) | 29,717 | <1% (star indicated in proxy) | 17,050 | 12,667 (2020 Plan) | Proxy footnote clarifies options included are exercisable or exercisable within 60 days |
| May 17, 2024 (record date) | 27,633 | <1% (star indicated in proxy) | 11,300 | 16,333 (2020 Plan) | Directors collectively had options outstanding; Michel’s options noted via footnote, not director totals |
Additional observations:
- Shares pledged as collateral, hedging activity, or compliance with executive stock ownership guidelines are not disclosed in proxy materials .
- Option strike prices and expirations for Michel are not disclosed in footnotes; board-level option ranges exist but do not specify Michel’s strikes or terms .
Employment Terms
- Employment start date and tenure: CFO since 2018; Officer role listed as “Indefinite” .
- Severance provisions, change-of-control (single/double trigger), accelerated vesting terms, clawbacks, non-compete/non-solicit, garden leave, and tax gross-ups: Not disclosed in proxy/8-K materials reviewed .
Investment Implications
- Pay structure skewed to cash: 2024 compensation shows predominantly fixed cash salary with modest 401(k) match and a relatively small equity grant (4,750 shares, $42,228), signaling limited near-term equity alignment or outsized selling pressure from vesting events .
- Retention risk appears contained: No disclosed severance/change-of-control “golden parachute” economics, but absence of disclosure prevents definitive assessment; tenure since 2018 suggests continuity .
- Governance context: As a controlled company, compensation lacks an independent committee framework; the full Board sets pay, which may reduce shareholder-led pressure for pay-for-performance linkages and formal clawbacks or ownership guidelines .
- Alignment and dilution risk: Beneficial ownership is <1% with limited option exposure under the 60-day rule; small equity holdings reduce alignment but also limit risk of forced selling pressure or substantial dilution from executive equity exercises .
- Data gaps: Absence of disclosed performance metrics tied to incentives (revenue/EBITDA/TSR), severance/change-of-control terms, and ownership guidelines diminishes transparency; investors should monitor future proxies and 8-K 5.02 filings for policy updates .