Martin Madden
Microbot MedicalAbout Martin Madden
Martin Madden (age 64) has served as an independent director of Microbot Medical (MBOT) since February 6, 2017. He spent three decades in Johnson & Johnson’s medical device businesses, culminating in VP roles across R&D and new product development, and chaired J&J’s Medical Device Research Council; he holds an MBA from Columbia University, an M.S. in Mechanical Engineering from Carnegie Mellon, and a B.S. in Mechanical Engineering from the University of Dayton . He is classified by the Board as independent under Nasdaq rules, is a Class I director (standing for election in 2025 to serve through 2028), and the Board notes that no director attended less than 75% of Board meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DePuy Synthes (J&J) | Vice President, R&D | Feb 2016 – Jan 2017 | R&D oversight in orthopedics/spine/trauma businesses |
| Johnson & Johnson Medical Devices | Vice President, New Product Development | Jul 2015 – Feb 2016 | Portfolio planning and technology assessment |
| Johnson & Johnson Global Surgery Group | Vice President, R&D | Jan 2012 – Jul 2015 | Management board member; led R&D across surgical franchises |
| Johnson & Johnson (Medical Device organization) | Chairman, Medical Device Research Council | Not disclosed | Led talent strategy and technology acceleration across J&J MedTech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novocure (NASDAQ: NVCR) | Director | Current (date not disclosed) | Global oncology; specific committee roles not disclosed |
| Various medical device startups | Advisor | Ongoing | Advisory roles; entities not disclosed |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chairman; not a member of Corporate Governance Committee .
- Committee activity: Audit Committee met 5 times in FY2024; Compensation Committee met 4 times and acted once by unanimous written consent; Corporate Governance Committee met 3 times (Madden is not a member) .
- Independence and structure: Board identifies Madden as independent under Nasdaq rules; Board is classified with staggered three-year terms; Madden is a Class I director nominated to serve until the 2028 annual meeting .
- Attendance: The Board held 9 meetings in FY2024; none of the directors attended less than 75% of meetings; six of seven directors attended the 2024 annual stockholder meeting .
Fixed Compensation
| Component | Policy Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (non-management directors) | 35,000 | Amended package for non-management directors |
| Audit Committee member fee | 10,000 | 20,000 if Chairman; Madden is a member, not Chair |
| Compensation Committee chair fee | 15,000 | 7,500 if member; Madden is Chairman |
| Total policy cash (Madden role-based) | 60,000 | Retainer + Audit member + Comp Chair |
| Actual fees earned in 2024 | 45,000 | Reported in outside director comp table |
| Fee suspension context | — | Quarterly director fees were suspended in 2023; reinstated effective Jan 1, 2024 |
The policy figures reflect the structure; actual 2024 cash paid to Madden was $45,000, below the role-based policy total, consistent with recent fee suspension/reinstatement dynamics .
Performance Compensation
| Award Type | Grant Date | Quantity | Grant Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Stock options (annual director grant) | 2024 (specific date not disclosed) | Not disclosed | 66,891 | Fair value per GAAP; option valuation assumptions per 2024 10-K Note 10 |
| Stock options (independent directors) | Jan 2025 | 10,000 options | Not disclosed | Number set by Board/Comp Committee using market-competitive % of outstanding shares; Wilson as new director received additional 10,000 |
- Award determination methodology change: Company removed fixed dollar value target ($95k annual; $190k for new directors) for director option grants, shifting to a market-competitive percentage of outstanding shares; the Compensation Committee or Board determines the number accordingly (potential dilution signal) .
- Clawback: Plan awards (cash/equity) are subject to recoupment to comply with Sarbanes-Oxley §304, Dodd-Frank §954, SEC/Nasdaq rules, and the Company’s Clawback Policy .
- Change-of-control/280G mitigation: Plan includes “golden parachute” restrictions to reduce payments to optimize net after-tax receipts and avoid excise taxes; reduction order prioritizes cash before equity .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Novocure (NASDAQ: NVCR) | Director | No related party transactions disclosed under Item 404; no MBOT/NVCR dealings disclosed |
- Related-party transactions: The proxy states there were no related-party transactions requiring disclosure under Item 404 of Regulation S-K .
Expertise & Qualifications
- Technical and leadership depth: Three decades across multiple J&J MedTech domains including cardiology, electrophysiology, vascular, general/colorectal surgery, aesthetics, orthopedics, sports medicine, spine, and trauma; management board roles at Ethicon, Ethicon Endo-Surgery, DePuy-Synthes, and Cordis .
- Education: MBA (Columbia), M.S. Mechanical Engineering (Carnegie Mellon), B.S. Mechanical Engineering (University of Dayton) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Martin Madden | 80,120 | <1% (based on 34,744,476 shares outstanding as of Apr 15, 2025; includes options exercisable within 60 days) |
Governance Assessment
- Strengths:
- Independent director; currently chairs Compensation Committee and serves on Audit Committee, providing oversight of pay practices and financial reporting .
- Board and committee engagement: Active committee activity in FY2024; Board notes no director fell below 75% attendance threshold .
- Deep medtech R&D and portfolio planning experience; external Board role at NVCR enhances sector perspective .
- Presence of clawback and structured 280G mitigation in equity plan improves governance posture versus recoupment and parachute risks .
- Risks/Investor watch items:
- Director equity grant policy shift from fixed dollar targets to a percentage of outstanding shares may increase dilution risk if share count expands; oversight relies on Compensation Committee discretion (Madden as Chair) .
- Indemnification and D&O insurance, plus charter exculpation, are standard but reduce personal liability exposure; shareholders typically monitor robustness of clawback enforcement in practice .
- Interlocks: NVCR directorship increases network ties; however, Company discloses no related-party transactions (low direct conflict signal) .
- Compensation mix and alignment:
- 2024 director compensation for Madden comprised $45,000 cash plus $66,891 option fair value (equity-heavy), with additional 10,000 options granted Jan 2025; structure aligns director value with long-term equity performance, albeit with potential dilution considerations .
RED FLAGS
- None disclosed under Item 404 related-party transactions .
- No evidence of option repricing, tax gross-ups for directors, pledging, or hedging disclosures specific to directors; not disclosed in the proxy sections reviewed .
Note: Director-specific ownership guidelines, vesting schedules, option strike prices, and detailed Form 4 activity were not disclosed in the cited proxy sections; therefore, these items are omitted.