Doron Besser
NAOVAbout Doron Besser
Doron Besser, M.D., age 56, is Chief Executive Officer and a director of NanoVibronix, appointed effective June 4, 2025; he previously served as CEO and President of ENvue Medical (acquired by NAOV in February 2025) and holds a Doctor of Medicine degree from Ludwig-Maximilians University, Munich . His prior operating roles include CEO of Angioslide and Vice President roles at superDimension, which was acquired by Covidien for approximately $300 million in 2012, evidencing commercialization and M&A execution experience . As contextual performance backdrop (pre-tenure), NAOV disclosed pay-versus-performance with negative net income and volatile TSR; executive pay historically was not tied to net income .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD Thousands) | $(5,448) | $(3,711) | $(3,705) |
| Value of $100 Investment (TSR) | $36.13 | $27.01 | $51.30 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ENvue Medical (now wholly-owned subsidiary of NAOV) | CEO & President | Not disclosed | Led medical device commercialization; integrated into NAOV post-acquisition Feb 14, 2025 |
| Angioslide Ltd. | Chief Executive Officer | Not disclosed | Drove product development through animal/human trials to FDA clearance and CE approval; initial market penetration Europe/U.S. |
| superDimension | VP Clinical & Marketing; VP Business Development | Not disclosed | Founding team member; positioned firm as leader in navigational bronchoscopy; contributed to $300M sale to Covidien (2012) |
External Roles
No other public-company directorships disclosed in the proxy materials reviewed .
Fixed Compensation
- Doron Besser’s employment agreement terms (base salary, target bonus) were not disclosed as of the June 4, 2025 appointment; the company stated it expects him to enter its standard officer indemnification agreement and an employment agreement .
- The 2025 DEF 14A contains detailed compensation for the former CEO and CFO but does not include Besser’s cash compensation, indicating CEO transition post-2024 with disclosures pending for Besser .
Performance Compensation
- Company policy framework: under the 2024 Long-Term Incentive Plan (LTIP), awards may be tied to performance criteria including revenues, EBITDA, EPS, free cash flow, TSR, ROE/ROA, market share, and stock price; awards can be cash or stock and the committee may adjust measures if business conditions change .
- Clawback: awards are subject to recoupment upon financial restatements per the company’s clawback policy approved by the Board .
- Risk alignment: the compensation committee intends to set performance metrics that promote appropriate risk-taking consistent with strategy; historically, as an early commercial-stage company, executive compensation was not tied to net income performance .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares outstanding (Record Date: Oct 27, 2025) | 1,011,102 Common; plus preferred classes outstanding |
| Besser beneficial ownership | 53,100 shares (via Series X Preferred conversion) = 4.9% of common outstanding |
| Composition of Besser’s position | 53,100 shares acquirable upon exercise of 1,700 Series X Preferred shares; an additional 39,387 shares acquirable upon exercise of 1,428 Series X Preferred shares are excluded due to the 4.9% beneficial ownership blocker |
| Hedging/Pledging | Insider trading policy prohibits hedging and pledging; no exemptions granted since adoption (alignment positive) |
Vesting/Conversion mechanics and selling pressure:
- Series X Preferred/warrants at NAOV commonly include beneficial ownership blockers (e.g., 4.9% or 9.99%) limiting immediate conversion/sale; Besser’s holdings are explicitly constrained by the 4.9% cap, implying any selling would likely be incremental via staged conversions rather than block disposals .
- Equity plan supply: as of Dec 31, 2024, NAOV had 4,506 securities to be issued upon exercise of outstanding options/warrants/rights and 2,791 remaining available for issuance, indicating additional equity capacity under plans (dilution context, not Besser-specific) .
Employment Terms
| Term | Disclosure |
|---|---|
| Start date (CEO) | June 4, 2025 |
| Employment agreement | Not disclosed; expected to enter standard officer employment and indemnification agreements |
| Severance / Change-of-control | Not disclosed for Besser; 2024 LTIP permits award-level terms including forfeiture and transferability; company clawback policy applies on restatements |
| Non-compete / Non-solicit | Not disclosed for Besser; such provisions exist in other executive agreements (context), but no Besser-specific terms were filed |
Board Governance
- Role: CEO and director; Board leadership is separated—independent, non-executive chairman (Christopher Fashek) and CEO (Besser), which the Board believes enhances oversight independence and accountability .
- Independence: the Board identified independent directors (e.g., Fashek, Goldstein, Mika, Rotstein, and nominees Pionati and Burgett); as management, Besser is not listed as an independent director .
- Committees: post-Annual Meeting expected compositions—Audit (Chair: Alison Geiger Burgett; members David Johnson, Nino Pionati), Compensation (Chair: Nino Pionati; members Zeev Rotstein, David Johnson), Nominating & Governance (Chair: Zeev Rotstein; members Alison Geiger Burgett, David Johnson). Besser is not listed as a committee member .
- Attendance: Board held six meetings in 2024; each director attended at least 75% of meetings of the Board/committees where they served (pre-dates Besser’s appointment) .
- Dual-role implications: separation of chair and CEO mitigates common CEO/Chair concentration concerns; communications to the Board are routed through the CEO per policy, creating a gatekeeping dynamic that the Board acknowledges and oversees .
Additional Signals and Controls
- Legal and proceedings: filings report no involvement of directors/executives in disqualifying legal proceedings over the past ten years .
- Section 16 compliance: the company noted certain late Form 4 filings for several directors in Feb 2024 due to administrative error; no indication of issues related to Besser .
- Capital structure and potential dilution: Series H Preferred includes anti-dilution and cumulative stock dividends features that may increase common share issuance; while not tied to Besser, these instruments can affect trading dynamics and dilution expectations for all holders .
- CEO certifications: Besser signed Sarbanes-Oxley CEO certifications on Q3 2025 Form 10-Q .
Say-on-Pay & Compensation Committee
- Frequency: NAOV holds say-on-pay every three years (last in 2024; next expected in 2027), providing a window before shareholder advisory feedback directly impacts CEO compensation design under Besser’s tenure .
- Compensation committee activity: met four times in 2024; mandate includes aligning incentives with long-term strategy and reviewing risk implications of compensation .
Investment Implications
- Alignment: Besser’s 4.9% beneficial ownership via Series X Preferred suggests material skin-in-the-game with conversion constrained by a blocker, reducing sudden selling pressure but enabling staged liquidity; hedging/pledging prohibitions strengthen alignment .
- Retention and incentives: absence of disclosed CEO employment/severance terms introduces uncertainty on retention economics; expect forthcoming filings to clarify base, bonus targets, equity mix, and change-of-control protections .
- Governance quality: separated chair/CEO structure and independent committees support oversight; clawback and anti-hedging policies mitigate downside governance risks .
- Dilution/trading dynamics: broader capital structure features (e.g., Series H anti-dilution, pre-funded warrants/beneficial ownership blockers) can elevate dilution risk and influence near-term trading flows; monitoring future conversions/redemptions and LTIP grants is advisable .