Christopher Fashek
NAOVAbout Christopher Fashek
Independent, non-executive Chairman of the Board of NanoVibronix since November 2016, age 74. Career healthcare executive with extensive medical device leadership; BA from Upsala College and MBA from Fairleigh Dickinson University . The Board explicitly classifies him as independent under Nasdaq rules , and the company separates the CEO and Chair roles, with Fashek serving as non-executive Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KCI USA | Vice Chairman, CEO & President | 1995–2007 | Led introduction of V.A.C. negative pressure wound therapy; scaled global operations |
| Systagenix Ltd. | Chairman of the Board | 2008–2011 | Oversight of wound care portfolio post-KCI spin; board leadership |
| Spiracur, Inc. | Chairman & CEO | 2014–2015 | Operated NPWT innovations; turnaround leadership |
| Brain Sentinel, Inc. | CEO & Director | 2018–2020 | Led neuro-monitoring device company |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Wound Healing Foundation (WHF) | Director | Current | Nonprofit governance in wound healing |
| Bravida Medical | Director | Current | Private medical company board |
| MedTech Solutions Group, LLC | Chairman | Current | Global Medsurge commercial business |
| World Craniofacial Foundation (WCF) | Director | Disclosed in 2023 proxy | Nonprofit board role |
| American College of Wound Healing & Tissue Repair (ACWHTR) | Director | Disclosed in 2023 proxy | Professional society board role |
Board Governance
- Independence: Board determined Fashek is independent under Nasdaq rules .
- Leadership: Independent non-executive Chairman; CEO and Chair roles are separated .
- Committee Memberships (current as of proxy): Audit (member), Compensation (member), Nominating & Corporate Governance (member). Committee chairs are Mika (Audit) and Goldstein (Nominating). Compensation Committee currently has no named chair, with chair expected to change post-Annual Meeting .
- Meetings and Attendance: Board held 6 meetings in 2024; each director attended at least 75% of board and committee meetings; last year’s annual meeting was not attended by any directors .
- Committee Activity: Audit met 4 times; Compensation met 4 times; Nominating met once in 2024 .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Fees earned or paid in cash ($) | $158,750 | Reflects director/Chair fees; adjusted for March and August 2025 reverse splits |
| Chair consulting agreement | $100,000/yr (2016); increased to $150,000/yr (2018) | Compensation Committee increased consulting fee Nov 1, 2018 |
- Cash represented ~85.7% of Fashek’s total 2024 director compensation ($158,750 / $185,178) .
- No disclosed meeting fees or committee chair premiums specifically attributed to Fashek beyond the amounts shown .
Performance Compensation
| Item | Detail | Amount/Count | Key Terms |
|---|---|---|---|
| Option awards (fair value recognized FY 2024) | ASC 718 valuation | $26,428 | Black-Scholes; grant-date market price basis |
| Option grant date | 2024 Plan option grants | Jan 23, 2024 | Form 4s for several directors were filed late; Fashek not listed among late filers |
| Outstanding options (as of Dec 31, 2024) | Exercisable rights to purchase common | 616 options | No stock awards outstanding |
| Option cancellation | Companywide option cancellation & release | $1.00 paid per holder; aggregate 928 options canceled across officers/directors | Executed Nov 29, 2023 |
- No performance metrics (TSR, revenue/EBITDA, ESG) tied to director compensation were disclosed; director equity is time-based options under the 2024 Plan .
Other Directorships & Interlocks
- No public company boards disclosed for Fashek; roles are in nonprofits and private companies .
- Related-party exposure noted in proxy relates to another director’s law firm; no Fashek-related transactions above the Item 404 threshold since Jan 1, 2023 .
Expertise & Qualifications
- Led commercialization of V.A.C. therapy in wound care; recognized for building productive, profitable leadership teams and turning around underperforming companies .
- Deep medtech and healthcare operations experience across global businesses .
Equity Ownership
| Metric | Jun 20, 2025 (Record Date) | Nov 10, 2025 (Record Date) |
|---|---|---|
| Beneficial ownership (shares) | 6,159 | 616 |
| Ownership % of common | Less than 1% | Less than 1% |
| Composition detail | 341 common shares + 5,818 options exercisable within 60 days | Beneficial ownership includes securities exercisable within 60 days under SEC rules |
- Beneficial ownership reflects reverse splits and changes in capital structure; June 2025 composition explicitly separates common and options .
Insider Trades
| Date | Filing/Event | Details |
|---|---|---|
| Feb 26, 2024 | Section 16(a) compliance note | Late Form 4 filings due to administrative error for several directors regarding Jan 23, 2024 option grants; Fashek not named among late filers |
Governance Assessment
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Positives: Independent non-executive Chair; separation of Chair/CEO improves oversight; committee independence affirmed; regular committee activity; ≥75% attendance standard met .
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Alignment: Director pay mix is predominantly cash; equity exposure modest (616 options outstanding as of YE 2024; <1% ownership), indicating limited “skin in the game” .
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Policies & conflicts: Board maintains related-party review; no Fashek-related Item 404 transactions since Jan 1, 2023; Audit Committee oversight of auditor independence documented .
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Red flags:
- Option cancellation across officers/directors (Nov 29, 2023) with $1 consideration per holder; while company-wide, repricing/cancellation history warrants monitoring for pay discipline and shareholder alignment .
- Directors did not attend last year’s annual meeting, which can be viewed negatively for engagement .
- Capital structure volatility (reverse stock splits in March and August 2025) may complicate ownership alignment trends, though not directly a governance breach by Fashek .
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Expected committee reconstitution post-Annual Meeting (new chairs/members) suggests near-term governance transition; investors should monitor continuity of independent oversight as roles shift .