Dan Dearen
InspireMDAbout Dan Dearen
Dan Dearen is an independent director of InspireMD (NSPR), appointed September 16, 2025; he serves as Audit Committee Chair and sits on the Compensation Committee, and has been designated an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K . He previously co‑founded Axonics, Inc., serving as CFO/COO and later President/CFO through its 2024 sale to Boston Scientific; he holds a B.B.A. in Accounting and Business from Southern Methodist University and an M.B.A. from Boston College . As of his Form 3 filing, he beneficially owned 58,017 InspireMD common shares and options for 28,206 shares; he purchased 2,000 shares on the open market, with the remainder represented by restricted stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axonics, Inc. (Nasdaq: AXNX) | CFO/COO (Oct 2013–Aug 2018); President/CFO (Aug 2018–Oct 2023) | 2013–2023 | Led scale-up; company later sold to Boston Scientific in Nov 2024 for $3.7B |
| Vessix Vascular, Inc. | COO/CFO | Jul 2009–Nov 2012 | Company acquired by Boston Scientific in 2012 for $425M |
| Miraval Holding | CFO | Dec 2004–Nov 2008 | Corporate finance leadership |
| Q3DM; Fairbanks Systems Group; ESI Software; Medication Delivery Devices | CFO roles | 1995–2004 | Early-stage finance and operations |
External Roles
| Organization | Role | Public/Private | Tenure | Committees |
|---|---|---|---|---|
| Beta Bionics (Nasdaq: BBNX) | Director | Public | Since Oct 2024 | Board member |
| JenaValve Technology, Inc. | Director | Private | Since Jan 2023 | Board member |
| Endotronix, Inc. | Director; Audit Committee Chair | Private (acquired by Edwards Lifesciences Aug 2024) | Mar 2021–Aug 2024 | Audit Chair |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Independence: Board determined he is independent under SEC and Nasdaq rules and an “audit committee financial expert” .
- Attendance/engagement: Appointed Sept 2025; attendance data not yet disclosed in a proxy.
- Policies: Company prohibits director/officer short sales, hedging, or monetization transactions under its insider trading policy .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Standard non-employee director compensation | Annual cash payments for Board/committee service; annual equity grants under company plans | Mr. Dearen participates in standard director arrangements |
| 2024 reference schedule (independent directors) | Chair of Board: $75,000; Other directors: $40,000; Committee Chairs: Audit $20,000; Compensation $15,000; Nominating/R&D $10,000; Committee Members: Audit $10,000; Compensation $7,500; Nominating/R&D $5,000 | 2024 board-approved schedule (for reference; 2025 schedule not yet disclosed) |
Performance Compensation
| Award Type | Grant Date | Quantity/Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|
| Initial appointment equity (RS + options) | Sept 16, 2025 | Aggregate grant ≈ $180,000; 75% Restricted Stock, 25% Options; option term 10 years; exercise price = closing price on grant date | RS and options vest on first anniversary (Sept 16, 2026), subject to continued service; accelerated full vesting if not nominated or not reelected at 2026 annual meeting | None disclosed for director awards |
| Restricted Stock | Sept 16, 2025 | 56,017 shares | Vests Sept 16, 2026; same accelerated vesting conditions as above | |
| Stock Options | Sept 16, 2025 | 28,206 options at $2.41 strike | Vests Sept 16, 2026; 10-year term; accelerated vesting if not nominated/reelected |
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Notes |
|---|---|---|
| Beta Bionics (diabetes technology) | Low conflict | Focuses on insulin delivery; not in carotid stenting |
| JenaValve (structural heart valves) | Low conflict | THV solutions; not a supplier/customer to InspireMD disclosed |
| Endotronix (heart failure remote monitoring; tenure ended Aug 2024) | None current | Prior audit chair role; company acquired by Edwards Lifesciences |
Expertise & Qualifications
- Recognized financial expert; extensive medtech CFO/COO/President experience, capital markets execution, and M&A (Axonics IPO and subsequent $3.7B sale) .
- Designated “audit committee financial expert” (Reg S‑K Item 407(d)(5)) .
- Education: B.B.A., Southern Methodist University; M.B.A., Boston College .
Equity Ownership
| Security | Amount | Ownership Form | Vesting/Expiration |
|---|---|---|---|
| Common Stock | 58,017 | Direct | Includes 2,000 open-market shares and 56,017 restricted stock; RS vests Sept 16, 2026; accelerated vesting if not nominated/reelected |
| Stock Options | 28,206 | Direct | Strike $2.41; vest Sept 16, 2026; expire Sept 16, 2035; accelerated vesting if not nominated/reelected |
| Hedging/Pledging | Prohibited | Company insider trading policy prohibits hedging/monetization transactions by directors | |
| Shares Outstanding (reference) | 30,635,346 | — | Shares outstanding as of Apr 15, 2025 (for context; not used to compute % ownership) |
Insider Filings
| Form | Filing Date | Key Details |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Sept 24, 2025 | 58,017 common (2,000 open market + 56,017 RS); 28,206 options at $2.41; RS/options vest 9/16/2026; accelerated vesting if not nominated/reelected |
Governance Assessment
- Board effectiveness: Appointment as Audit Chair strengthens financial oversight and SEC/Nasdaq compliance, with deep medtech finance/M&A experience; designation as audit financial expert supports robust audit committee governance .
- Alignment: Open-market share purchase (2,000 shares) plus time-based RS/options indicate some skin-in-the-game, though director equity is time-vested without performance hurdles .
- Compensation signals: Initial grant structure (≈$180k, mostly RS) and one-year cliff vesting are standard; accelerated vesting upon non-nomination/non-reelection reduces “at-risk” tenure linkage, a mild governance caution for pay-for-service alignment .
- Conflicts/related-party: Company disclosed no related-party transactions involving Dearen since the prior fiscal year; roles at other boards (BBNX, JenaValve) are adjacent but not direct InspireMD competitors/suppliers; independence affirmed .
- Risk indicators: No legal proceedings or investigations disclosed; company anti‑hedging policy mitigates misalignment risk for directors . His appointment and signature appear in subsequent SEC filings (e.g., S‑8) confirming active board service .
- Engagement: Attendance data will be available in the next proxy; as a recent appointee, monitoring audit and compensation committee activity under his chair/membership will be key to assessing ongoing effectiveness .