Martin Goldstein
NAOVAbout Martin Goldstein
Martin Goldstein, M.D., has served as an independent director of NanoVibronix since March 25, 2015. A practicing urologist for more than 20 years, he previously presided over New Jersey Urology for 10+ years, navigating two private equity transactions and its subsequent acquisition by VillageMD; he now serves as National Urology Service Line Chief for VillageMD/Summit Health and co-founded Metropolitan Surgery Center. He was Senior Vice President of Corporate Development & Acquisitions at Urology Management Associates and is considered valuable to the Board for clinical-commercial expertise, FDA regulatory assistance, and product development guidance. Age: 56 as of the October 28, 2024 record date; Independence: confirmed under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Jersey Urology | President | 10+ years | Led two PE transactions; positioned for acquisition by VillageMD |
| VillageMD/Summit Health | National Urology Service Line Chief | Current | Clinical leadership in national urology operations |
| Urology Management Associates | SVP, Corporate Development & Acquisitions | Prior | PE-backed practice management; M&A execution |
| Metropolitan Surgery Center | Co‑founder; Executive Board Member | Ongoing | Ambulatory surgery center governance |
| NanoVibronix Board | Independent Director | Since Mar 25, 2015 | Clinical, regulatory, and commercialization advice |
External Roles
| Organization | Sector | Role | Public Company? |
|---|---|---|---|
| VillageMD/Summit Health | Healthcare services | National Urology Service Line Chief | Not disclosed as public in proxy |
| Metropolitan Surgery Center | Healthcare facilities | Co‑founder; Executive Board Member | Not disclosed as public in proxy |
| New Jersey Urology | Physician group | Former President | Not disclosed as public in proxy |
| Urology Management Associates | Practice management | Former SVP Corporate Development & Acquisitions | Not disclosed as public in proxy |
Board Governance
- Independence: The Board determined Dr. Goldstein is independent under Nasdaq rules; he also served on committees meeting SEC/Nasdaq independence standards .
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair as of the 2025 proxy; the committee met once in 2024; expected post‑Annual Meeting composition shifts chair to Dr. Zeev Rotstein .
- Audit Committee: Not a member; Audit met four times in 2024 .
- Compensation Committee: Not a member .
- Attendance: In 2024, the Board held six meetings; each director attended at least 75% of Board and committee meetings; last year’s annual meeting was not attended by any directors .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash fees ($) | $0 | $10,000 |
| Committee chair fees ($) | Not disclosed | Not disclosed |
| Meeting fees ($) | Not disclosed | Not disclosed |
| Total cash ($) | $0 | $10,000 |
| Outside director equity award cap (per year) | $700,000 FMV limit under 2024 LTIP | $700,000 FMV limit under 2024 LTIP |
Performance Compensation
| Award | Grant Date | Shares/Units | Strike Price | Vesting | Status | ASC 718 FV ($) |
|---|---|---|---|---|---|---|
| Stock options (non‑employee directors) | Nov 15, 2023 | Up to 20,000 | $1.24 | Fully vested at grant | Canceled Nov 29, 2023; $1 paid to each option holder | $16,794 (2023 FV) |
| Stock options (director in FY2024) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Outstanding at 12/31/2024 (see beneficial ownership) | $25,299 (2024 FV) |
No director performance metrics (TSR, revenue, EBITDA, ESG) tied to director pay are disclosed. Awards for non‑employee directors are subject to the 2024 LTIP provisions and the annual FMV cap .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in NAOV proxy biography |
| Committee positions at other issuers | None disclosed |
| Shared directorships with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Practicing urologist (>20 years) and healthcare entrepreneur; clinical credibility for urology products and adoption .
- Executed PE transactions and integration (New Jersey Urology → VillageMD), indicating M&A and operational expertise .
- Supports FDA regulatory pathways and product development; valuable for compliance and R&D oversight .
Equity Ownership
| Record Date | Beneficial Ownership (shares) | Composition | % of Outstanding |
|---|---|---|---|
| Oct 28, 2024 | 20,000 | Options currently exercisable within 60 days | <1% (“*”) |
| Oct 27, 2025 | 391 | Options currently exercisable within 60 days | <1% (“*”) |
As of Dec 31, 2024: Dr. Goldstein had outstanding options representing the right to purchase 391 shares; no stock awards outstanding . Options granted in Nov 2023 were canceled on Nov 29, 2023 for $1 per holder .
Insider Trades and Filings
| Date | Filing | Disclosure |
|---|---|---|
| Dec 4, 2023 | Form 4 (late filing) | Reported Nov 15, 2023 option grant and Nov 29, 2023 option cancellation; late due to administrative error |
Related‑Party Transactions and Conflicts
- NAOV policy requires review/approval of related‑party transactions; the Audit Committee oversees such matters .
- Disclosed legal services involved a former director’s law firm; no related‑party transactions involving Dr. Goldstein are disclosed since Jan 1, 2023 .
Compensation Structure Analysis
- Shift toward modest cash retainer: introduction of $10,000 cash fees in 2024 vs $0 in 2023 indicates increased fixed pay for directors .
- Options canceled shortly after 2023 grants (Nov 29, 2023), with nominal cash consideration; equity reset consistent with capital structure changes (reverse splits in 2025) and LTIP refresh .
- No disclosed meeting fees or chair premiums; compensation mix remains primarily cash plus option fair value, with no PSUs/RSUs or performance metrics .
Governance Assessment
- Independence and committee leadership: Independent under Nasdaq rules and served as Chair, Nominating & Corporate Governance Committee, signaling governance influence; post‑meeting leadership transition away from Goldstein suggests refresh/realignment .
- Attendance: At least 75% attendance across Board/committees in 2024 supports engagement; however, no directors attended last year’s annual meeting, which is a negative signal for shareholder engagement .
- Ownership alignment: Very small beneficial interest (<1%) and option-only exposure post‑reverse splits indicate limited “skin‑in‑the‑game,” reducing alignment with minority shareholders .
- Compliance signals: Late Form 4 (administrative error) is a minor red flag but disclosed and corrected; no related-party conflicts involving Goldstein disclosed .
- Pay practices: Modest cash fees and capped outside director awards under the 2024 LTIP ($700k FMV per year) constrain pay inflation; lack of performance‑conditioned director equity limits pay‑for‑performance signaling to investors .