Prattipati Laxminarain

About Prattipati Laxminarain

Independent Class III director of Microbot Medical (MBOT), age 67, serving since December 6, 2017; brings deep neurosurgery device leadership from Codman Neuro (Worldwide President, 2006–2017), and currently serves as CEO of Deinde Medical Corporation . He is deemed independent under Nasdaq rules and sits on the Corporate Governance Committee; his current Class III term is scheduled to expire in 2027 . Education: Mechanical Engineering (Osmania University, Hyderabad) and MBA (Indian Institute of Management) . The Board cites his extensive medical device experience as the basis for his qualification to serve .

Past Roles

External Roles

Board Governance

• Independence and board structure: Laxminarain is an independent director; MBOT has a classified board with three classes; he is a Class III director (term through 2027) .
• Committee assignments: Member, Corporate Governance Committee (Governance Committee composed of Laxminarain, Burell, Wenderow; chair not specified in proxy) .
• Not on Audit or Compensation: Audit Committee members are Burell, Madden, Wilson (Burell designated audit committee financial expert); Compensation Committee members are Madden (Chair), Stockburger, Wilson .
• Attendance and engagement: Board held 9 meetings in 2024; none of the directors attended fewer than 75%; six of seven directors attended the 2024 annual stockholder meeting; Governance Committee held 3 meetings in 2024 .
• Indemnification and D&O: Company maintains indemnification agreements and D&O insurance; certificate of incorporation eliminates directors’ personal liability to fullest extent permitted by law .

Fixed Compensation

• Director fee framework (non-management): Annual cash retainer $35,000; Audit Committee member $10,000 ($20,000 chair); Compensation Committee member $7,500 ($15,000 chair); Corporate Governance & Nominating Committee member $5,000 ($10,000 chair). Board fees were suspended under a May 2023 cost reduction plan and reinstated January 1, 2024 .
• 2024 actual cash paid (per proxy table): Laxminarain received $33,750 in cash fees for 2024 .

Performance Compensation

• 2024 equity grant value (GAAP): Option awards grant-date fair value $66,891 for Laxminarain; no stock (RSU) awards disclosed for 2024 .
• January 2025 annual director grant: Each independent director received 10,000 options; newly elected director Wilson received an additional 10,000 options .
• Options outstanding since plan inception (as of Apr 15, 2025): 114,426 shares underlying options for Laxminarain .
• Plan mechanics and change-in-control (CIC): Options must have exercise price at or above FMV and expire no later than 10 years; upon certain mergers/CIC where awards are not continued or substituted, options become immediately exercisable and restrictions on restricted stock lapse; performance awards are paid (generally at target if value cannot be determined) .
• Committee authority and recapture: Compensation Committee may set performance criteria, adjust factors for extraordinary items, impose non-compete and recapture (clawback-style) provisions in award terms, and determine non-employee director award formulas; the plan supports RSUs, performance shares/units with performance goals .

Other Directorships & Interlocks

The proxy does not disclose interlocks with MBOT competitors/suppliers/customers for Laxminarain; no related-party transactions requiring disclosure were reported .

Expertise & Qualifications

• Medical device leadership: Former Worldwide President at Codman Neuro within J&J’s DePuy Synthes, extensive neurosurgery and neurovascular device portfolio oversight .
• Current operating role: CEO of Deinde Medical Corporation .
• Education: Mechanical Engineering (Osmania University) and MBA (Indian Institute of Management) .
• Board qualification rationale: Company cites extensive experience in medical device companies and target industries as basis for board service .

Equity Ownership

• Basis: Beneficial ownership includes shares and rights to acquire within 60 days; outstanding shares used in calculation: 34,744,476 as of April 15, 2025 .
• Pledging/hedging: The proxy does not disclose any pledging by directors; Section 16(a) compliance was met for 2024, except a late Form 3 for Director Wilson (no exception noted for Laxminarain) .

Insider Reporting and Trades

Governance Assessment

• Strengths:
  • Independent director with substantial medtech operating experience; serves on the Corporate Governance Committee, which oversees nominations and director qualifications .
  • Board/committee independence confirmed; no related-party transactions requiring disclosure reported; Section 16(a) compliance without exceptions for Laxminarain supports governance hygiene .
  • Attendance indicators are acceptable at the board level (no director <75% attendance in 2024) and Governance Committee met three times, suggesting ongoing engagement .
• Alignment and incentives:
  • Director compensation is a mix of cash and primarily options; Laxminarain’s 2024 pay was $33,750 cash plus $66,891 option value; annual 10,000 option grant in Jan 2025 and cumulative 114,426 options outstanding provide equity linkage .
• Watch items and potential red flags for investors:
  • Dilution risk: Board approved seeking an increase to 120,000,000 authorized common shares and an expansion of the 2020 Omnibus Plan to 5,211,671 shares; also shifted director option awards from fixed-dollar sizing to a percentage-of-shares approach, which can increase option counts when share price is depressed; these are governance-level decisions that may dilute existing holders over time .
  • Concentration of committee expertise: Laxminarain is not on the Audit or Compensation Committees (which are key for financial oversight and pay decisions), though he contributes via Corporate Governance; risk mitigated by having designated audit financial expert (Burell) and independent Compensation Committee .

Overall, Laxminarain appears to be an independent, experienced operator contributing to governance and nominations. The director equity program’s reliance on options and recent share authorization/plan increases merit monitoring for dilution and pay-for-performance calibration, especially as MBOT transitions toward commercialization .