Scott Burell
Microbot MedicalAbout Scott Burell
Scott R. Burell, age 60, is an independent director of Microbot Medical and the Board-designated audit committee financial expert. He joined the MBOT board in November 2016 and brings three decades of finance, accounting, capital markets and life-science operating experience, including CFO roles and a CPA (inactive) background . He currently serves as CFO and Secretary of AIVITA Biomedical, Inc. (since Aug 2018) and previously was CFO/Secretary/Treasurer of CombiMatrix (NASDAQ: CBMX) until its sale in 2017; earlier roles include Controller/VP Finance at CombiMatrix, Controller at Network Commerce, and nine years in Arthur Andersen’s Audit & Business Advisory practice; he holds dual BS degrees in Accounting and Business Finance from Central Washington University and obtained his Washington CPA license in 1992 (inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CombiMatrix Corporation (NASDAQ: CBMX) | CFO, Secretary & Treasurer | Nov 2006–Nov 2017 (sale to Invitae) | Led public/private financings and 2010 reorganization; spin-off leadership |
| CombiMatrix Corporation | VP Finance; Controller | Nov 2001–Nov 2006; Feb 2001–Nov 2001 | Finance leadership through growth and capital markets activity |
| Network Commerce, Inc. (NASDAQ: SPNW) | Controller | May 1999–Feb 2001 | Public company controller experience |
| Arthur Andersen (Seattle) | Audit & Business Advisory | ~9 years (pre-1999) | Worked with public/private clients in high-tech and healthcare, IPOs/M&A |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AIVITA Biomedical, Inc. (private) | Chief Financial Officer & Secretary | Aug 2018–present | Immuno-oncology company (commercial and clinical-stage programs) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Committee Assignments | Audit Committee (Member; designated “audit committee financial expert”) ; Corporate Governance Committee (Member) |
| Committee Meetings FY2024 | Audit: 5; Compensation: 4; Corporate Governance: 3 |
| Board Meetings FY2024 | 9 meetings; no director attended <75% of meetings; one director absent on five occasions (not identified) |
| Classified Board | Burell is a Class II director (term expires 2026) |
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| Annual Board Retainer (non-management directors) | $35,000 per annum | |
| Committee Fees | Audit: $10,000 member / $20,000 chair; Compensation: $7,500 member / $15,000 chair; Corporate Governance: $5,000 member / $10,000 chair | |
| FY2024 Cash Fees – Scott Burell | $45,000 | |
| Fee Status | Quarterly director fees were suspended in May 2023; reinstated effective Jan 1, 2024 |
Performance Compensation
| Equity Element | Grant details | Value (FY2024 reporting) | Notes |
|---|---|---|---|
| Annual Director Option Grant (independent directors) | For FY2024, granted Jan 2025: 10,000 options to each independent director (new director Wilson received an additional 10,000) | N/A (grant count disclosed) | Company removed fixed-$ sizing; number of options set by Committee as a market-competitive % of shares outstanding |
| Scott Burell – Option Awards (FY2024) | As reported in director comp table | $66,891 (grant date fair value, U.S. GAAP) | Valuation per Note 10 to 2024 10-K |
The company amended director equity sizing to eliminate fixed dollar targets ($95k/$190k) due to stock price declines; future grants are set by the Committee as a competitive percentage of shares outstanding .
Other Directorships & Interlocks
- No other public company directorships for Burell are disclosed in the proxy; his current external role is CFO/Secretary of AIVITA Biomedical (private) .
- Company reports no related-party transactions requiring disclosure under Item 404 of Regulation S-K (reduces conflict risk) .
Expertise & Qualifications
- Audit committee financial expert (SEC definition); CPA (inactive) .
- Life-science CFO with extensive financing, restructurings, and SEC reporting experience .
- Industry exposure to high-tech and healthcare; M&A/IPO/spin-offs from Arthur Andersen and operating roles .
- Education: BS in Accounting and Business Finance, Central Washington University .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Scott Burell | 80,120 | <1% | Beneficial ownership includes options exercisable within 60 days under SEC rules |
| Options held since Plan inception (cumulative) | 114,426 (number of shares underlying options) | — | Aggregate awards granted to date (not a current exercisable/vested breakdown) |
Governance Assessment
- Board effectiveness and independence: Burell enhances oversight quality as an independent director and the Board’s designated audit committee financial expert, with active roles on Audit and Corporate Governance committees; Audit met 5x in FY2024 and Board met 9x with no director below 75% attendance, signaling engagement .
- Alignment and compensation mix: For FY2024, Burell received $45,000 cash fees and $66,891 in option awards, indicating meaningful equity-linked at-risk compensation that aligns director incentives with shareholders .
- Conflicts/related-party exposure: No Item 404 related-party transactions were disclosed; Burell’s external CFO role at a private company is disclosed, with no reported transactions with MBOT .
- Watch items:
- Director equity sizing policy change from fixed-dollar to a “percentage of outstanding shares” approach may increase option counts during share price weakness—monitor grant calibration and potential dilution over time .
- Company-level share overhang and requests to expand authorized shares and plan share reserve are material; while not specific to Burell, investors may scrutinize board stewardship of dilution (e.g., authorized shares increase and plan share pool expansion proposals) .
- Legal and compliance: No legal proceedings involving director nominees were disclosed; the company maintains a Code of Ethics and an insider trading policy; directors have indemnification agreements and D&O insurance in place .