Tal Wenderow
Microbot MedicalAbout Tal Wenderow
Independent Class I director (age 51) appointed August 1, 2020. Mechanical engineer by training (Technion), co‑founder of Corindus Vascular Robotics (acquired by Siemens Healthineers in 2019), with recent operating roles at Vocalis Health and interim CEO at Sensory Cloud; Venture Partner at Genesis MedTech since 2021. MBOT cites his medical robotics and interventional expertise as core credentials; he is deemed independent under Nasdaq rules and is standing for re‑election to a term ending at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corindus Vascular Robotics | Co‑founder; CEO; EVP Product & BD; EVP International & BD | 2002–2019 (acquired by Siemens Healthineers 2019) | Founded and scaled a NYSE‑listed robotics company in interventional procedures |
| Vocalis Health Inc. | President & CEO | From Feb 2019 (dates not fully specified) | Led AI vocal biomarker development; healthtech domain |
| Sensory Cloud Inc. | Interim CEO | Jun 2024–Dec 2024 | Led respiratory health technology firm during interim period |
| Genesis MedTech | Venture Partner | Since Sep 2021 | Strategic venture role at global medtech company |
External Roles
| Organization | Role | Public/Private | Overlap/Interlocks |
|---|---|---|---|
| Genesis MedTech | Venture Partner | Private/global medtech | Industry overlap (medtech); no MBOT related‑party transactions disclosed |
| Sensory Cloud Inc. | Interim CEO (2024) | Private | No MBOT related‑party transactions disclosed |
| Vocalis Health Inc. | President & CEO (prior) | Private | No MBOT related‑party transactions disclosed |
Board Governance
- Committee membership: Corporate Governance Committee member; not on Audit or Compensation .
- Independence: Independent under Nasdaq rules .
- Board/committee attendance: The Board held nine meetings in 2024; no director attended less than 75%. Corporate Governance Committee held three meetings in 2024 .
- Classification and tenure: Class I director; nominated to serve until the 2028 Annual Meeting .
Fixed Compensation
| Component | FY 2024 Actual ($) | Policy Rate ($) | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | 30,000 | 35,000 per annum for non‑management directors | Fees were suspended in 2023 and reinstated Jan 1, 2024; table reflects actual cash paid |
| Audit Committee member fee | — | 10,000; 20,000 if Chair | Not a member |
| Compensation Committee member fee | — | 7,500; 15,000 if Chair | Not a member |
| Corporate Governance Committee member fee | — | 5,000; 10,000 if Chair | Member; committee fee not separately broken out in 2024 table |
The director compensation program removed a fixed dollar value for option grants (previously $95,000/year; $190,000 for new directors) due to stock price decline; numbers of options are now set by the Compensation Committee using market‑competitive percentages of outstanding shares .
Performance Compensation
| Equity Award Detail | FY 2024 | Jan 2025 (grant timing) | Terms/Notes |
|---|---|---|---|
| Option awards – grant date fair value | 66,891 | — | Aggregate 2024 option value recognized; strike price/vesting not disclosed for director awards |
| Annual option grant (independent directors) | — | 10,000 options to each independent director; new director Wilson +10,000 | Number of options set by Committee based on competitive % of outstanding shares |
- Performance metrics tied to director equity: Not disclosed; options are time‑based director awards under the Omnibus Plan; no director‑specific performance metrics stated .
- Change‑in‑control treatment: Awards generally accelerate per plan provisions (options/SARs immediately exercisable; restrictions on restricted stock lapse) if not continued/substituted in a qualifying transaction .
Other Directorships & Interlocks
| Person | Other Public Company Boards | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Tal Wenderow | None disclosed | — | Industry overlap via prior Corindus and current Genesis MedTech roles; MBOT reports no Item 404 related‑party transactions |
Expertise & Qualifications
- Mechanical Engineering (B.Sc.), Technion – Israel Institute of Technology .
- Founder/operator in medical robotics; deep domain expertise in interventional procedures and medtech commercialization .
- Governance skillset: Nomination/board composition exposure via Corporate Governance Committee membership .
Equity Ownership
| Ownership Component | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership (incl. exercisable within 60 days) | 73,433 shares | <1% | Based on 34,744,476 shares outstanding (record date Apr 15, 2025) |
| Cumulative options granted under plans | 114,426 options (since inception to Apr 15, 2025) | — | Aggregate granted; breakdown of exercisable vs unexercisable not provided for directors |
| Pledged/hedged shares | None disclosed | — | Insider trading policy in place; no pledging/hedging disclosure for directors |
Governance Assessment
- Board effectiveness: Wenderow contributes specialized robotics and interventional expertise; active committee engagement via Corporate Governance Committee (three meetings in 2024) supports board refresh and nominations .
- Independence and attendance: Independent director with acceptable attendance standards; no legal proceedings involving nominees noted .
- Compensation alignment: Mix skews to equity via options; 2024 cash fees were $30,000 vs policy retainer of $35,000 amid prior fee suspension/reinstatement; annual option grants create equity exposure, though beneficial ownership remains <1%, limiting “skin‑in‑the‑game” alignment magnitude .
- Conflicts/related party: MBOT reports no Item 404 related‑party transactions; external roles in medtech present industry overlap but no disclosed transactions with MBOT .
- Say‑on‑pay and shareholder engagement: Board recommends annual say‑on‑pay frequency; no historical vote percentages disclosed for 2024; Section 16 compliance generally met .
RED FLAGS
- Low direct ownership: Beneficial ownership <1% may signal limited direct alignment; mitigated by ongoing option grants .
- Dilution/risk context: Company pursuing significant capital structure actions (authorizing option issuances, increasing authorized shares) which can dilute existing holders; governance oversight remains critical, though these proposals are board‑wide, not director‑specific .
Shareholder/Policy Notes
- Indemnification agreements with directors; D&O insurance in place .
- Insider trading and blackout/trading window policies disclosed; no substantive ethics code waivers in 2024 .