Harel Gadot
Microbot MedicalAbout Harel Gadot
Harel Gadot is Chairman, President and Chief Executive Officer of Microbot Medical (MBOT). He co-founded Microbot Israel and has served as its CEO since November 2010; he has been Chairman since July 2014. Prior roles include Worldwide Group Marketing Director at Ethicon (J&J) from December 2007 to April 2010. He holds a B.Sc. in Business from Siena College and an MBA from the University of Manchester; age 53 as of April 15, 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Microbot Israel | Co‑founder, CEO; Chairman | CEO since Nov 2010; Chairman since Jul 2014 | Led medical robotics strategy and growth platform |
| XACT Robotics Ltd. | Chairman; Director | Chairman Aug 2013–Sep 2023; Director until Jan 2024 | Led development oversight; company later ceased operations (insolvency) |
| Ethicon (Johnson & Johnson) | Worldwide Group Marketing Director | Dec 2007–Apr 2010 | Global strategic marketing leadership for device portfolio |
| ConTIPI Ltd. | Director | Aug 2010–Nov 2013 | Contributed to transaction readiness prior to acquisition by Kimberly-Clark |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MEDX Xelerator L.P. | Chairman | Since Jul 2016 | Medical device and digital health incubator leadership |
| XACT Robotics Ltd. | Chairman; Director | Aug 2013–Sep 2023; to Jan 2024 | Private Israeli robotics company; ceased operations; insolvency proceedings |
| ConTIPI Ltd. | Director | Aug 2010–Nov 2013 | Women’s health device company acquired by Kimberly‑Clark |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of salary) | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2025 (agreement terms) | $556,972 | 75% (effective since Jan 26, 2022) | Special one‑time $150,000 authorized Jan 2025; additional $158,115 paid Sep 2025 | Monthly auto allowance with tax gross‑up ($1,150/month) |
| 2024 | $520,249 | 75% | $149,189 (2023 bonus paid in 2024) | $57,900 |
| 2023 | $372,521 | 75% | $386,000 (2022 bonus paid in 2023) | $55,300 |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Performance‑based stock options (2024 grant: 80,000) | Not disclosed | Not disclosed | 12,000 vested by Feb 5, 2025 | Performance triggers per award; 10‑year option tenor typical in plan |
| Bonus options (2023 bonus in options: 79,567 @ $1.25) | Not disclosed | Not disclosed | Granted in 2024 as part of bonus | 10‑year options (expiration 02/26/2034) per table |
Equity Ownership & Alignment
| Item | Amount/Detail |
|---|---|
| Total beneficial ownership (as of Apr 15, 2025) | 1,097,927 shares; 3.07% of common stock |
| Composition | Includes 136,847 shares owned by MEDX Ventures Group LLC and 961,080 shares issuable upon exercise of Mr. Gadot’s options (exercisable within 60 days) |
| Options breakdown (selected awards) | 166,666 @ $9.64 exp. 02/25/2030; 190,000 @ $8.48 exp. 02/01/2031; 92,500 (7,500 unexercisable) @ $6.48 exp. 01/26/2032; 112,000 (48,000 unexercisable) @ $3.73 exp. 12/21/2032; 38,000 (42,000 unexercisable) @ $2.43 exp. 08/01/2033; 80,000 @ $1.2684 exp. 02/22/2034; 26,000 (54,000 unexercisable) @ $1.2684 exp. 02/22/2034; 79,567 @ $1.25 exp. 02/26/2034; 12,000 (4,000 unexercisable) @ $1.25 exp. 02/26/2034 |
| Pledging/Hedging | Insider trading and blackout policies are adopted; no pledging disclosure identified |
| Ownership guidelines | Not disclosed in proxy materials |
Employment Terms
- Contract: Indefinite term under employment agreement (as amended most recently Jan 26, 2022) .
- Severance (termination without cause): 12 months’ pay and full benefits; pro‑rata bonus equal to the maximum target bonus for that calendar year; payment for unused accrued vacation; 12 months COBRA premiums; 100% acceleration of any unvested stock options .
- Change‑in‑control (plan level): Options/SARs become immediately exercisable and restrictions on restricted stock lapse if awards are not continued/substituted in a merger, consolidation or change in control; performance awards pro‑rated at target if value cannot be determined .
- Covenants: Customary non‑competition and non‑solicitation; confidentiality and IP ownership .
- Perquisites: Monthly automobile allowance and tax gross‑up ($1,150) .
Board Governance
| Item | Details |
|---|---|
| Role | Chairman, President & CEO (dual role) |
| Independence | Independent directors: Burell, Madden, Laxminarain, Wenderow, Wilson, Stockburger; Gadot is not independent given executive role |
| Committees | Audit (Burell, Madden, Wilson); Compensation (Madden – Chair, Stockburger, Wilson); Corporate Governance (Laxminarain, Burell, Wenderow) — all independent members |
| Attendance | Board held nine meetings in FY2024; none attended less than 75%; six of seven directors attended 2024 annual meeting |
Director Compensation (for non‑management directors, context)
- Cash retainers: $35,000 per annum; Audit Committee +$10,000 ($20,000 if Chair); Compensation Committee +$7,500 ($15,000 if Chair); Corporate Governance +$5,000 ($10,000 if Chair); annual option grants; structure amended to grant a market‑competitive percentage of shares rather than fixed dollar value .
- 2024 example cash + option grant values (outside directors): e.g., Burell $45,000 cash and $66,891 option grant date fair value .
Vesting Schedules and Selling Pressure
- Significant option holdings and full acceleration upon termination without cause increases potential selling pressure and reduces retention friction on equity awards .
- Series I investor/placement agent preferred options became exercisable immediately upon shareholder approvals on June 10, 2025 (12,206,578 Series I @ $2.13; 305,164 placement agent @ $2.6625, two‑year exercise window), contributing to potential market float growth and dilution dynamics beyond insider activity .
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2025 Say‑on‑Pay advisory vote | For: 3,416,128; Against: 614,381; Abstain: 62,932; Broker non‑votes: 10,068,989 |
| Say‑on‑Pay frequency | Shareholders favored ONE YEAR; Board adopted annual say‑on‑pay going forward |
Risk Indicators & Red Flags
- Accelerated vesting of all options upon termination without cause and payment of pro‑rata maximum target bonus elevates severance risk and weakens pay‑for‑performance alignment in exit scenarios .
- Tax gross‑up on automobile allowance is shareholder‑unfriendly, albeit modest .
- Special one‑time cash bonuses in January 2025 (~$150,000) and September 2025 ($158,115) may signal reliance on discretionary cash awards during capital restructuring periods .
- No related‑party transactions requiring Item 404 disclosure were reported; ownership includes shares via MEDX Ventures Group LLC, disclosed in footnotes .
Compensation Structure Analysis
- Year‑over‑year mix shifts: 2023 featured larger cash bonus (for FY2022) and substantial option awards; 2024 combined partial cash bonus (for FY2023) plus bonus options, and new performance‑based options (80,000), showing continued equity emphasis with performance features .
- Performance metrics: Specific corporate/individual milestones are referenced for bonuses but not disclosed; equity awards include performance‑based tranches with documented vesting activity .
- Repricing/modification: No option repricing disclosed; plan amendments increased share reserve to maintain equity compensation capacity .
Equity Ownership & Outstanding Awards (Detail)
| Category | Shares/Units | Notes |
|---|---|---|
| Beneficial ownership | 1,097,927 (3.07%) | Includes 136,847 via MEDX Ventures Group LLC; 961,080 options (exercisable within 60 days) |
| Exercisable options (selected) | 166,666; 190,000; 92,500; 112,000; 38,000; 80,000; 79,567; 12,000 | Strikes/expirations per table (see above breakdown) |
| Unexercisable tranches (selected) | 7,500; 48,000; 42,000; 54,000; 4,000 | Vesting schedule per award agreements |
Employment & Contracts (Retention Risk)
- Start date/role: Became MBOT Chairman, President & CEO following merger; continuous leadership at Microbot Israel since 2010 .
- Auto‑renewal: Indefinite employment agreement; severance/change‑in‑control terms noted above .
- Non‑compete/non‑solicit: Present .
- Indemnification/D&O insurance: Company provides indemnification agreements and D&O coverage to directors and officers .
Investment Implications
- Alignment: Substantial option ownership and ongoing grants, including performance‑based options, support long‑term alignment; however, full acceleration on termination and pro‑rata maximum bonus weaken downside alignment and retention in adverse scenarios .
- Near‑term cash awards: Two special cash bonuses in 2025 amid capital raises/cost measures suggest reliance on discretionary pay; monitor future Form 4s for selling related to vesting/exercises and ongoing bonus practices .
- Dilution overhang: Immediate exercisability of Series I preferred options and expanded equity plan share reserve heighten dilution risk, potentially impacting share price and trading dynamics during commercialization ramp .
- Governance: Dual CEO/Chairman role raises independence concerns, but all key board committees are independent; say‑on‑pay received majority support and frequency is now annual, enhancing shareholder feedback cadence .