Michael Berman
InspireMDAbout Michael Berman
Michael Berman, age 67, has served as an independent director of InspireMD (NSPR) since February 7, 2013. He is a medical device entrepreneur with multiple successful exits (BridgePoint Medical to Boston Scientific; Mazor Robotics to Medtronic; Lutonix to C.R. Bard; Rebiotix to Ferring), and is designated financially literate by the board. He was re‑elected as a Class 2 director at the June 3, 2025 AGM, receiving 12,429,779 votes for and 248,915 withheld (broker non‑votes 7,800,113), signaling investor confidence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BridgePoint Medical, Inc. | Co‑founder & Chairman | 2005–2012 | Developed CTO technology; sold to Boston Scientific . |
| Lutonix, Inc. | Board Member | 2007–2011 | Company sold to C.R. Bard . |
| Rebiotix Inc. | Co‑founder & Director | 2011–2018 | Sold to Ferring Pharmaceuticals . |
| Mazor Robotics | Director | 2014–2018 | Pioneered spinal robotic surgery; sold to Medtronic . |
External Roles
| Organization | Role | Since |
|---|---|---|
| Cardiosonic, Inc. | Advisor (2011), Director (2012– ) | 2011/2012 . |
| PharmaCentra, LLC | Director | 2005 . |
| STMedical | Director | 2018 . |
| CardiacSense Inc | Director | 2019 . |
| Owlytics Healthcare | Director | 2017 . |
| ClearCut Inc. | Director | 2013 . |
| PulmOne Ltd. | Director | 2013 . |
| QArt | Director | 2019 . |
| RiverVest Ventures | Venture Partner | 2014 . |
| ReVamp Medical | Director | 2020 . |
| Kedma Solar Ltd. | Director | 2022 . |
| VenaCore | Director | 2023 . |
Board Governance
- Independence: Board determined Berman is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance (NCG) Committee Chair; not on Compensation Committee .
- Attendance: Board held 12 meetings in 2024; each director attended 100% of board and committee meetings during their service period .
- Audit Committee report: Berman signed the 2024 Audit Committee report .
- Board leadership: Independent, non‑executive chairman (Paul Stuka); CEO role separate .
- Shareholder engagement: Board encourages AGM attendance but notes none of the directors attended the 2024 AGM .
| Committee | Role (Berman) | 2024 Meetings |
|---|---|---|
| Audit | Member | 6 . |
| Nominating & Corporate Governance | Chair | 3 . |
| Compensation | Not a member | 12 (committee total) . |
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $41,000 (stock in lieu of cash election) | $65,000 |
| Committee fee framework (board‑approved) | Chair: $48,000; Directors: $30,000; Audit Chair: $12,000; Comp Chair: $8,000; NCG Chair: $5,000; Audit/Comp member: $4,000; NCG member: $2,000 | Chair: $75,000; Directors: $40,000; Audit Chair: $20,000; Comp Chair: $15,000; NCG Chair: $10,000; Audit member: $10,000; Comp member: $7,500; NCG member: $5,000 |
| Total Director Compensation (Berman) | $380,245 | $182,987 |
Notes:
- In 2023, InspireMD allowed directors to elect stock in lieu of cash; grants were fully vested on grant dates; program terminated in January 2024 .
Performance Compensation
| Equity Component ($) | 2023 | 2024 |
|---|---|---|
| Stock Awards (grant‑date fair value) | $262,698 | $91,161 |
| Option Awards (grant‑date fair value) | $76,547 | $26,826 |
- Equity in Lieu of Cash Plan (2023): Quarterly stock awards in place of cash retainers; fully vested at grant; discontinued January 2024 .
- Director performance metrics: No director‑level performance metrics tied to equity awards disclosed; equity granted under the 2021 Equity Incentive Plan .
Other Directorships & Interlocks
- Current public company directorships: None disclosed; multiple private boards and venture partner role .
- Prior public board: Mazor Robotics (sold to Medtronic) .
- Potential interlocks: Historic transactions with large medtech acquirers (Boston Scientific, Medtronic, Bard) may provide industry network benefits; no related‑party conflicts disclosed beyond 2023 financing participation (see below) .
Expertise & Qualifications
- Medical devices and vascular intervention entrepreneurship; multiple company sales to strategic acquirers .
- Financial literacy; Audit Committee service .
- Venture investing experience (RiverVest), and multiple medtech directorships spanning monitoring, pulmonary, imaging, and hypertension .
Equity Ownership
| Metric | 2024 (as of Apr 18, 2024) | 2025 (as of Apr 15, 2025) |
|---|---|---|
| Beneficial Ownership (% of outstanding) | 1.69% | 1.39% |
| Common Shares | 127,875 | 189,124 |
| Warrants Exercisable (within 60 days) | 247,682 | 186,433 |
| Options Exercisable (within 60 days) | 23,933 | 53,531 |
| Excluded from beneficial ownership (trust‑held restricted shares) | 10,710 (Israeli Appendix); 215,955 (2021 Plan) held in trust with trustee voting proxy | 10,710 (Israeli Appendix); 248,445 (2021 Plan) held in trust with trustee voting proxy |
Policy signals:
- Insider trading policy prohibits short sales and hedging/monetization transactions in company stock .
- Pledging of shares: Not specifically disclosed.
Insider Trades
| Filing Date | Transaction Date | Type | Quantity/Note | Source |
|---|---|---|---|---|
| May 15, 2023 | May 12, 2023 | Form 4 – Warrants reported (Series H 61,249; part of private placement) | “These securities are held by the Michael Berman Revocable Trust”; aggregate warrants row includes 61,249 Series H warrants | |
| Jun 29, 2025 | Jun 27, 2025 | Form 4 update | “No transaction effected… securities held by the Michael Berman Revocable Trust” | |
| Jul 5, 2016 | Jun 30, 2016 | Form 4 | Director equity transaction reported (historical) | |
| Dec 8, 2016 | Dec 7, 2016 | Form 4 | Director equity transaction reported (historical) |
Fixed Compensation (framework vs. Berman’s roles)
- 2024 framework: Director stipend $40,000; Audit Committee member $10,000; NCG Chair $10,000; Berman’s fees earned totaled $65,000, consistent with his roles plus any additional board‑approved fees .
- D&O insurance and indemnification agreements in place for directors .
Related Party Transactions
- May 2023 private placement: Berman purchased 122,497 common shares and 61,249 each of Series H (exercised in 2024), I, J, and K warrants; total purchase price $169,376.60. Audit Committee oversees related‑party approvals; no other related‑party transactions requiring disclosure .
Governance Assessment
-
Strengths:
- Long tenure and deep medtech operational/strategic background; financial literacy; NCG chair role (board evaluation, governance guidelines oversight) .
- 100% board/committee attendance in 2024; strong shareholder support in 2025 re‑election vote .
- Independent status; separation of Chair and CEO; anti‑hedging policy .
-
Alignment signals:
- Material personal participation in the 2023 financing alongside institutions; meaningful holdings incl. exercisable warrants/options .
-
Red flags and watch items:
- Directors did not attend the 2024 Annual Meeting, which may be viewed as limited direct shareholder engagement .
- Director equity award disclosure lacks explicit performance metrics; typical for directors but reduces at‑risk pay linkage .
- Participation in financing is related‑party by definition; mitigated by Audit Committee oversight and market‑terms disclosure .
-
Compensation trend:
- Significant YoY decrease in total director compensation for Berman ($380k in 2023 to $183k in 2024) as the equity‑in‑lieu plan was terminated and fee framework was re‑set higher but with lower equity grants; indicates reduced equity reliance and higher cash retainer base for 2024 .
Other Notes
- Clawback policy applies to executive officers under Nasdaq Rule 10D‑1; not stated as applicable to directors .
- Say‑on‑Pay (2024) approved; future advisory votes every three years, reflecting shareholder acceptance of compensation philosophy at the company level .
Citations: All factual statements and table entries are sourced from InspireMD DEF 14A (2025, 2024) and 8‑K filings, and SEC Form 4 links as cited above.