Gary Roubin
InspireMDAbout Gary Roubin
Gary Roubin, M.D., age 76, has served as an independent director of InspireMD (NSPR) since October 13, 2020, with his current term expiring at the 2027 Annual Meeting as a Class 1 director . He is an internationally renowned interventional cardiologist, credited with pioneering carotid stenting and placing the world’s first balloon-expandable coronary stent; he holds an M.D. from the University of Queensland and a Ph.D. from Sydney University . The board has affirmatively determined he meets Nasdaq independence requirements under Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Essential Medical Inc. | Co-founder; developed large-bore vascular closure device (acquired by Teleflex) | Founded 2010 | Led innovation and commercialization of closure device |
| The Medicines Company | Chief Medical Officer during Angiomax release | 2002–2003 | Clinical leadership in product launch |
| Lenox Hill Hospital (NY) | Department Chairman and Chief of Service, Cardiac and Vascular program | 2003–2012 | Led service line; cardiovascular program governance |
| University of Alabama at Birmingham | Chief of Interventional Cardiology; Professor of Medicine and Radiology; Director of Cath Labs | 1989–1997 | Academic and clinical leadership |
| Mednova Inc. | Advisor/leader in stent/protection systems (sold to Abbott Vascular) | ~2001 | NAV6 protection system and XACT stent introduced in U.S. |
| Emory University | Post-doctoral research with Andreas Gruentzig | Joined 1984 | Early development of coronary stenting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teleflex (via Essential Medical acquisition) | Product/technology transition from Essential Medical | Post-acquisition | Device integration into broader portfolio |
No other current public company directorships are disclosed for Dr. Roubin .
Board Governance
- Independence: Board determined Dr. Roubin is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Audit Committee (Berman, Stuka, Kester; Kester chair), Compensation Committee (Stuka chair; Kester, Arnold), Nominating & Corporate Governance Committee (Berman chair; Stuka, Arnold). Dr. Roubin is not listed as a member of these committees .
- Attendance: Board met 12 times in 2024; each director attended at least 100% of board and applicable committee meetings. No directors attended the 2024 Annual Meeting .
- Class/term: Class 1 director; term expires at 2027 Annual Meeting .
Fixed Compensation
| Component (2024 policy for independent directors) | Amount |
|---|---|
| Board chair stipend (annual, paid quarterly) | $75,000 |
| Other director stipend (annual, paid quarterly) | $40,000 |
| Committee chair fees (audit/comp/nominating/R&D) | $20,000 / $15,000 / $10,000 / $10,000 |
| Committee member fees (audit/comp/nominating/R&D) | $10,000 / $7,500 / $5,000 / $5,000 |
| Director | Fees Earned (Cash) |
|---|---|
| Gary Roubin, M.D. (2024) | $50,000 |
Performance Compensation
| Director | Stock Awards (Grant-date fair value, 2024) | Option Awards (Grant-date fair value, 2024) | Total Compensation (2024) |
|---|---|---|---|
| Gary Roubin, M.D. | $91,161 | $26,826 | $167,987 |
- Mix analysis (2024): Cash ~$50,000; Equity (stock + options) ~$117,987; equity comprised ~70% of total, indicating alignment emphasis via equity grants .
- Performance metrics tied to director compensation: Not disclosed for directors (policy narrative and PVP discussion pertain to executives) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed beyond InspireMD |
| Prior public boards | Not disclosed for Dr. Roubin |
| Private/non-profit/academic | Lenox Hill Hospital; UAB; Emory; Essential Medical; Mednova involvement |
| Potential interlocks/conflicts | Participation in May 2023 private placement alongside other directors (see Related Party section) |
Expertise & Qualifications
- Recognized pioneer in coronary and carotid stenting; placed first balloon-expandable coronary stent .
- Deep clinical and medtech commercialization experience (Essential Medical; The Medicines Company) .
- Academic leadership in interventional cardiology (UAB; Lenox Hill) .
- Advanced degrees: M.D. (University of Queensland), Ph.D. (Sydney University) .
Equity Ownership
| Date (Reference) | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Aug 1, 2025 (pre-offering) | 752,878 | 1.8% (based on 41,720,662 shares) | 608,425 shares (incl. 41,322 purchased in private placement; 82,244 restricted stock); 84,129 warrants (exercisable); 60,324 options (exercisable/within 60 days) |
| Aug 1, 2025 (post-offering assumption) | 711,556 | 1.7% (based on 41,720,662 shares) | Assumes sale of 41,322 registered shares |
| Apr 15, 2025 (Proxy) | 711,556 | 2.31% (based on 30,635,346 shares) | See proxy ownership table; options/warrants counted if exercisable within 60 days |
- Ownership guidelines/pledging: No director ownership guideline disclosure for directors in proxy; Insider Trading Policy prohibits short sales, hedging, and monetization transactions; no pledging by Dr. Roubin disclosed .
Related Party Transactions
| Transaction | Date | Dr. Roubin Participation | Terms |
|---|---|---|---|
| Private Placement Offering (common + Series H/I/J/K warrants; pre-funded warrants) | May 2023 | 61,249 common; Series H 30,625; Series I 30,624; Series J 30,625; Series K 30,624; total purchase price $84,688.99 | Price $1.6327 per share and associated warrants; Series H exercised in full in 2024; audit committee oversees related party transactions per charter |
Audit Committee reviews and must approve related party transactions above $120,000 per Item 404 of Regulation S-K; aside from disclosed director participation in the 2023 financing, no other related party transactions requiring disclosure are noted .
Governance Assessment
- Strengths: Independent status; 100% board and committee meeting attendance in 2024; deep interventional cardiology and medtech commercialization expertise relevant to InspireMD’s vascular focus; meaningful equity-based director compensation supports alignment .
- Weaknesses/risks: Not serving on Audit, Compensation, or Nominating committees limits direct governance influence; non-attendance at the 2024 Annual Meeting (none of the directors attended) can be viewed as an investor engagement signal to monitor .
- Alignment/ownership: Holds shares, warrants, and options with a 1.7–2.31% beneficial stake depending on reference date and share count; participated in company financing in 2023, which can signal commitment but also raises related-party optics—though disclosed and overseen by the audit committee .
- Policy safeguards: Insider Trading Policy prohibits hedging/short sales; executive clawback policy adopted (applies to executive officers), and related party transaction oversight detailed in committee charter—collectively supportive of governance hygiene .
Board effectiveness signals to watch: continued attendance; any future committee assignments or leadership roles; changes in director equity grant structure; further participation in capital raises and audit committee oversight disclosures. **[1433607_0001641172-25-004800_formdef14a.htm:9]** **[1433607_0001641172-25-004800_formdef14a.htm:42]** **[1433607_0001641172-25-004800_formdef14a.htm:13]**