Aileen Stockburger
Microbot MedicalAbout Aileen Stockburger
Aileen Stockburger (age 62) is an independent Class II director of Microbot Medical (MBOT), appointed March 26, 2020 with her term commencing April 1, 2020 and currently scheduled to expire in 2026. She is an M&A specialist and CPA, with prior senior roles at Johnson & Johnson’s DePuy Synthes Group (VP, Worldwide Business Development & Strategic Planning, 2010–2018) and earlier experience at PriceWaterhouseCoopers; she holds both an MBA and BS from The Wharton School. She also serves externally as Chair of Next Science Limited (ASX: NXS) and sits on its Audit and People, Culture & Remuneration Committees. MBOT’s Board has determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson – DePuy Synthes Group | VP, Worldwide Business Development & Strategic Planning; member of Worldwide Board and Group Operating Committee | 2010–2018 | Oversaw global M&A, structuring, negotiations, and deal terms |
| PriceWaterhouseCoopers | Various roles; earned CPA certification | Not disclosed | Accounting background; CPA credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Next Science Limited (ASX: NXS) | Chair | Not disclosed | Audit Committee; People, Culture & Remuneration Committee |
Board Governance
- Board classification and tenure: Class II director; term scheduled to expire in 2026. The Board is classified into three staggered classes.
- Independence: MBOT identifies Stockburger as independent under Nasdaq listing standards.
- Committee assignments:
- Compensation Committee member. 2024 composition included Madden (Chair), Bornstein, Stockburger; by the 2025 proxy, composition is Madden (Chair), Stockburger, Wilson. Committee held 4 meetings in FY 2024.
- Not on Audit Committee or Corporate Governance Committee at MBOT. Audit Committee (in 2025 proxy): Burell, Madden, Wilson; Corporate Governance Committee: Laxminarain, Burell, Wenderow.
- Attendance: Board held 9 meetings in FY 2024; none of the directors attended less than 75%; six of seven directors attended the 2024 annual meeting. FY 2023 had ~16 board meetings with robust attendance; all directors attended the 2023 annual meeting.
Fixed Compensation
| Year | Annual Retainer (Policy) | Committee Fees (Policy) | Cash Paid (Actual) |
|---|---|---|---|
| 2023 | $35,000 (policy) | Audit: $10,000 ($20k chair); Compensation: $7,500 ($15k chair); Corporate Governance: $5,000 ($10k chair) | $10,625 (Stockburger) |
| 2024 | $35,000 (policy); fees reinstated Jan 1, 2024 after 2023 suspension | Audit: $10,000 ($20k chair); Compensation: $7,500 ($15k chair); Corporate Governance: $5,000 ($10k chair) | $31,875 (Stockburger) |
Notes:
- Independent directors agreed to suspend quarterly director fees in May 2023; fees reinstated effective January 1, 2024.
Performance Compensation
| Year | Equity Instrument | Grant Details | Grant Date | Grant-Date Fair Value |
|---|---|---|---|---|
| 2023 | Stock options | Annual director option award (number determined by committee following policy change) | Not disclosed | $64,386 (Stockburger) |
| 2024 | Stock options | Independent directors each granted 10,000 options; Wilson, as a newly elected director, granted an additional 10,000 options | January 2025 (for FY 2024 service) | $66,891 (Stockburger option award fair value) |
Additional equity context:
- Cumulative options under Current Plan (since inception through April 15, 2025): Stockburger 114,426 options; all non-executive directors as a group 592,130.
- Policy change: removed fixed-dollar option grant requirement ($95,000 annual; $190,000 for new directors), moving to a committee-determined share-based percentage due to stock price decline.
Performance metrics: No director-specific performance metrics (e.g., TSR, revenue growth) tied to director compensation disclosed.
Other Directorships & Interlocks
| Company | Industry Relationship to MBOT | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Next Science Limited (ASX: NXS) | Medtech; unrelated to MBOT’s robotics; no disclosed transactions with MBOT | Chair; Audit; People, Culture & Remuneration | No related party transactions with MBOT disclosed; committee oversight at external issuer noted |
Expertise & Qualifications
- Strategic M&A and business development leadership with global deal execution; DePuy Synthes Group VP BD & Strategic Planning; member of group operating committee (2010–2018).
- CPA; financial acumen; Wharton BS/MBA credentials.
- Current public company board chair experience (Next Science), with audit and remuneration committee roles.
Equity Ownership
| Record Date / Disclosure | Shares Beneficially Owned | Percent of Outstanding | Composition/Notes |
|---|---|---|---|
| 2024 DEF 14A (publication 2024-11-06) | 62,644 | <1% | Represents options to acquire shares; table reflects options held by directors |
| 2025-02-10 (Special Meeting Record Date) | 69,458 | <1% | Represents options to acquire shares |
| 2025-03-24 (10-K) | 75,024 | <1% | Includes shares issuable upon exercise of options within 60 days |
| 2025-04-15 (Annual Meeting Record Date) | 75,024 | <1% | Includes shares issuable upon exercise of options within 60 days; shares outstanding 34,744,476 |
Pledging/Hedging: No pledging or hedging by directors disclosed; insider trading policy in place.
Governance Assessment
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Strengths:
- Independence and committee roles: Independent director with seat on Compensation Committee; governance structure shows independent membership across all committees.
- Engagement: Board met nine times in FY 2024; no director below 75% attendance; Stockburger appears engaged (no exceptions disclosed).
- Financial and M&A expertise valuable for capital allocation and strategic oversight.
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Compensation structure observations:
- Shift away from fixed-dollar option grants toward share-percentage determination may increase option counts when stock price declines; warrants close monitoring for dilution and alignment.
- FY 2024 director cash comp resumed post-2023 suspension; Stockburger’s 2024 cash $31,875 and option fair value $66,891 indicate a cash-plus-equity mix typical for micro-cap boards.
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Equity plan dilution signal:
- Board proposed increasing Omnibus Plan shares by 2,591,019 to 5,211,671, target ~15% of outstanding shares; share reserve remaining as of 4/15/2025 was ~127,217. As a Compensation Committee member, Stockburger is part of the body administering grants; investors should monitor issuance pacing and dilution impact.
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Related party and legal risk:
- Company reports no Item 404 related party transactions; no legal proceedings involving nominees; conflict screening via questionnaires and governance committee oversight.
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RED FLAGS to watch:
- Equity plan scale and policy change toward percentage-based awards could inflate option issuance in low-price environments; potential for dilution if not tightly governed.
Overall, Stockburger’s independence, attendance, and deep M&A/finance background support board effectiveness, while her role on the Compensation Committee makes her influential in equity grant governance—an area meriting continued investor scrutiny due to recent share pool increases and award policy changes.