Kathryn Arnold

About Kathryn Arnold

Kathryn Arnold (age 52) has served as an independent director of InspireMD, Inc. (NSPR) since May 10, 2021. She is Founder & CEO of SPRIG Consulting (medical strategy/marketing), Co‑Founder and Operating Partner at SPRIG Equity (healthcare VC), and adjunct faculty at Northwestern University’s Kellogg School of Management, where she teaches medical product commercialization and financing. She holds a B.A. in Environmental Science from the University of Vermont and an M.B.A. from Kellogg.

Past Roles

External Roles

Board Governance

• Independence: Board determined Ms. Arnold is independent under Nasdaq Listing Rule 5605(a)(2).
• Committee assignments (current): Compensation Committee (member); Nominating & Corporate Governance Committee (member). She is not identified as a committee chair.
• Attendance: In 2024, the Board held 12 meetings, and each director attended 100% of board and relevant committee meetings; none of the directors attended the 2024 annual meeting (encouraged but not required). In 2023, each director also attended 100% of board/committee meetings; none attended the 2023 annual meeting.
• Committee activity levels (FY2024): Audit (6 meetings), Compensation (12), Nominating & Corporate Governance (3).
• Board leadership: Independent, non‑executive Chair (Paul Stuka); CEO and Chair roles are separated.
• Term/class: Class 3 director; current term expires at the 2026 Annual Meeting.
• Legal/family relationships: No family relationships among directors/executives; no legal proceedings involving directors/officers in past ten years disclosed.

Fixed Compensation

• Director fee structure:
  • 2024: Base stipend $40,000 for directors; committee chair stipends—Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $10,000; committee membership stipends—Audit $10,000, Compensation $7,500, Nominating & Corporate Governance $5,000; Chair of Board stipend $75,000.
  • 2023: Base stipend $30,000 for directors; committee chair stipends—Audit $12,000, Compensation $8,000, Nominating & Corporate Governance $5,000; committee membership stipends—Audit $4,000, Compensation $4,000, Nominating & Corporate Governance $2,000; Chair stipend $48,000.
• Equity-in-lieu-of-cash program: Directors could elect to receive cash retainer in shares under the 2021 Plan in 2023; the program was terminated in January 2024.

Director compensation for Ms. Arnold (reported):

Notes:

• In 2023, Ms. Arnold’s “Fees” line comprised $18,000 cash and $18,000 taken in stock under the equity‑in‑lieu program.

Performance Compensation

• Structure: Ms. Arnold’s director compensation includes annual equity grants (stock and options) with values as reported below; no director‑specific performance metrics (e.g., TSR/EBITDA goals) were disclosed for director awards.
• Compensation risk: The Compensation Committee reviews compensation policies to ensure they do not encourage unnecessary risk‑taking; anti‑hedging policy prohibits directors/officers/employees from short sales and hedging/monetization transactions in company stock.

Other Directorships & Interlocks

• Public company directorships: The proxy biography for Ms. Arnold lists her SPRIG roles and Kellogg appointment; it does not disclose any other current public company board seats.
• Interlocks/transactions: Related‑party disclosure does not identify transactions involving Ms. Arnold; disclosed 2023 private placement participation involved other directors (Berman, Kester, Roubin, Stuka).

Expertise & Qualifications

• Medtech commercial expertise: Prior sales/marketing leadership at Guidant and Kensey Nash; venture investing at SPRIG Equity; medtech commercialization/financing faculty role at Kellogg.
• Board independence and governance: Independent director serving on Compensation and Nominating & Governance committees; 100% attendance.

Equity Ownership

Notes:

• Beneficial ownership includes securities currently exercisable/convertible within 60 days of the date shown, per SEC rules.

Governance Assessment

• Positives

  • Independence and committee roles: Independent under Nasdaq standards; active on Compensation and Nominating & Governance committees, which are central to pay oversight and board refreshment.
  • Attendance and engagement: 100% board and committee attendance in 2023 and 2024—indicative of strong engagement.
  • Alignment via ownership: Beneficial ownership rose to 301,056 shares as of April 15, 2025; while still under 1% of shares outstanding, it supports alignment with shareholders.
  • Risk controls: Anti‑hedging policy applies to directors; Compensation Committee evaluates risk in pay programs.

• Watch items

  • Annual meeting attendance: None of the directors attended the 2023 or 2024 annual meeting; while not required, some investors view in‑person/virtual attendance as a positive governance signal.
  • Compensation structure shift: Board increased cash retainers and committee fees materially from 2023 to 2024, while Ms. Arnold’s total reported director compensation decreased due to lower equity grant values and termination of the equity‑in‑lieu plan—monitor future mix for at‑risk vs fixed pay balance.
  • Related‑party vigilance: Ms. Arnold’s SPRIG Equity role invests in medtech; no related‑party transactions were disclosed involving her, and the Audit Committee must pre‑approve any related‑party transactions over $120,000—continue to monitor for potential conflicts as the company expands.

Appendix: Committee & Meeting Snapshot (FY2024)

Sources

• InspireMD, Inc. DEF 14A (2025): Independence, committees, attendance, director compensation, beneficial ownership, biographies, related‑party policy.
• InspireMD, Inc. DEF 14A (2024): Independence, committees, attendance, director compensation, beneficial ownership, biographies, anti‑hedging policy, equity‑in‑lieu program.