David J. Wilson
Microbot MedicalAbout David J. Wilson
David J. Wilson, age 57, is an independent Class III director of Microbot Medical (MBOT), elected on December 17, 2024 for a three-year term through the 2027 annual meeting; he serves on the Audit and Compensation Committees and is not a committee chair . He is currently CEO and a director of InnovHeart Corporation (since March 2022), with prior senior leadership roles at Johnson & Johnson companies (Worldwide President of Cordis; President of Mentor; VP Ethicon R&D; VP Ethicon Biosurgicals) and as President of Global Plasma at Haemonetics (2017–2021); he holds 10 medical device patents and earned a BSME (Auburn), MS Biomedical Engineering (UAB), and MBA (Columbia) . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Haemonetics Corporation | President, Global Plasma | Sep 2017–Oct 2021 | Led global commercialization of next-gen plasma collection system |
| Johnson & Johnson (Cordis) | Worldwide President, Cordis | Not disclosed | Led global integration of Cordis into Cardinal Health; portfolio rejuvenation via BD deals |
| Johnson & Johnson (Mentor) | President | Not disclosed | Senior leadership in medical devices |
| Johnson & Johnson (Ethicon) | VP R&D; VP Biosurgicals | Not disclosed | R&D and business unit leadership |
| Cordis Endovascular (J&J) | VP R&D; Regional Director of Sales | Earlier tenure | Senior roles in R&D and sales |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| InnovHeart Corporation (private) | Chief Executive Officer; Director | Since Mar 2022 | Transcatheter mitral valve replacement systems |
Board Governance
- Board classification: Class III director (term expires 2027); elected Dec 17, 2024 .
- Independence: Board-determined independent under Nasdaq rules .
- Committee memberships: Audit Committee (member); Compensation Committee (member). Compensation Committee chair is Martin Madden; Audit Committee financial expert is Scott Burell .
- Engagement and attendance: In FY2024 the Board met 9 times; no director attended less than 75% (five absences by one director across meetings). Audit Committee met 5 times; Compensation Committee met 4 times; Corporate Governance Committee met 3 times. Wilson joined in Dec 2024 .
- Election support: 4,488,416 votes for, 1,036,332 withheld; broker non-votes 3,553,702 (Dec 17, 2024 annual meeting) .
Fixed Compensation
| Component | Annual Fee | Chair Fee | Disclosure Source |
|---|---|---|---|
| Board cash retainer (non-management director) | $35,000 | N/A | |
| Audit Committee (member) | $10,000 | $20,000 | |
| Compensation Committee (member) | $7,500 | $15,000 | |
| Corporate Governance & Nominating (member) | $5,000 | $10,000 | |
| Board fee suspension | Suspended May 2023; reinstated Jan 1, 2024 | N/A | |
| 2024 reported compensation (Wilson) | — | — | Wilson commenced Dec 2024; no 2024 table entries |
Notes
- Wilson’s applicable annual cash schedule given his roles would be $35,000 + $10,000 (Audit) + $7,500 (Compensation) = $52,500 if not chair; actual paid amounts for 2025 not itemized in filings .
- 2024 director compensation table shows no entries for Wilson due to late-year commencement .
Performance Compensation
| Grant Date | Instrument | Quantity | Terms/Notes | Disclosure Source |
|---|---|---|---|---|
| Jan 2025 | Stock Options | 10,000 | Annual grant to independent directors | |
| Jan 2025 | Stock Options | 10,000 | Additional grant for newly elected director (Wilson) | |
| Plan framework | 2020 Omnibus Performance Award Plan | — | Allows Options, RSUs, Performance Units/Shares; director awards may be set by policy; number of options now determined by market-competitive % of shares outstanding rather than fixed $ value |
- Vesting schedule, strike price, and expiration for Wilson’s Jan 2025 grants were not specified in the proxy; the plan permits option grants and outlines general terms but does not disclose Wilson-specific vesting in the cited sections .
- 2024 outside director option award grant-date fair values ($66,891) are disclosed for other directors; Wilson had no 2024 awards in the table due to December commencement .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| InnovHeart Corporation | Private | CEO; Director | None disclosed with MBOT customers/suppliers; independence confirmed; no arrangement or understanding for his election |
- No related-party transactions requiring disclosure under Item 404 of Regulation S-K for directors/officers, per the proxy .
Expertise & Qualifications
- 10 medical device patents; extensive medical device general management, R&D, marketing, sales, and supply chain leadership .
- Degrees: BSME (Auburn University), MS Biomedical Engineering (University of Alabama at Birmingham), MBA (Columbia University) .
- Board-level contribution: Audit oversight and executive compensation determinations; Compensation Committee acts via charter; Audit Committee oversight of financial reporting and controls .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Basis Date | Shares Outstanding Basis |
|---|---|---|---|---|
| David J. Wilson | — | — | April 15, 2025 | 34,744,476 |
- Beneficial ownership includes shares exercisable within 60 days; Wilson reported no beneficial ownership as of April 15, 2025. The directors/officers group beneficially owned 1,721,549 shares (4.74%) on the same base .
Governance Assessment
- Independence and committee roles: Wilson is independent and serves on Audit and Compensation, placing him in key oversight positions; not a chair, with Madden chairing Compensation and Burell designated audit financial expert .
- Engagement signal: Strong shareholder support at election (81.3% for vs withheld excluding broker non-votes) enhances director legitimacy; board and committees were active in 2024, though Wilson joined at year-end .
- Pay structure and alignment: Non-management director cash retains and committee fees reinstated in 2024; equity moved from fixed-dollar option grants to a percentage-of-shares approach, potentially aligning grants to market context. Wilson received 20,000 options in Jan 2025 (10,000 annual + 10,000 new director), providing equity exposure, but beneficial ownership was nil as of April 15, 2025 (likely due to non-exercisable timing), which may modestly temper immediate “skin-in-the-game” optics until vesting/exercisability .
- Conflicts and related-party exposure: No related-party transactions disclosed; standard indemnification applies; independence affirmed under Nasdaq rules—overall low conflict risk per filings .
- Shareholder feedback: 2025 Say-on-Pay passed (3,416,128 for; 614,381 against; 62,932 abstain), suggesting acceptable compensation governance for executives; while not director-specific, it is a benign governance signal .
RED FLAGS
- Limited beneficial ownership as of April 15, 2025 (no reported shares or exercisable options within 60 days), though offset by January 2025 option grants; monitor future Form 4s for ownership build and any pledging/hedging disclosures .
- None disclosed regarding related-party transactions, tax gross-ups for directors, or option repricing for directors; continue monitoring Compensation Committee practices given change from fixed-dollar to percentage-based option counts .