Michael Lawless
InspireMDAbout Michael Lawless
Michael A. Lawless, age 58, was appointed Chief Financial Officer of InspireMD (NSPR) effective on or before June 30, 2025; his Employment Agreement is dated June 2, 2025 and carries an initial three-year term with automatic one-year renewals . He previously served as CFO of Lifeward Ltd. (f/k/a ReWalk Robotics) from September 2022 to June 2025, with prior finance leadership roles at Azenta (formerly Brooks Automation), AECOM, PerkinElmer, Momenta Pharmaceuticals, and CTI Molecular Imaging; he holds a BA in Economics (Swarthmore), an MBA (Tuck/Dartmouth), and is a CPA . Company performance context: NSPR revenues grew from $5.17M (FY22) to $7.01M (FY24), while losses widened; FY24 net loss was $32.0M and cumulative TSR since end-2021 reflected $52 value for an initial $100 investment as of Dec 31, 2024 . See detailed performance table below for FY22–FY24 revenue, EBITDA and net income (S&P Global where noted).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lifeward Ltd. (Nasdaq: LFWD; f/k/a ReWalk Robotics) | Chief Financial Officer | Sep 2022 – Jun 2025 | Public company CFO leading finance through healthcare/device commercialization |
| Azenta, Inc. (formerly Brooks Automation) | Division CFO, $200M Life Sciences unit | 2015 – 2020 | Division-level P&L leadership at scale in life sciences |
| Danforth Advisors | CFO Consultant | Prior to Sep 2022 | CFO advisory for life sciences clients |
| AECOM; PerkinElmer; Momenta Pharmaceuticals; CTI Molecular Imaging | Finance leadership roles | n/d | Senior corporate finance roles across engineering, diagnostics, biopharma and imaging |
External Roles
- No public company directorships disclosed; 8-K notes no related-party transactions requiring disclosure and no family relationships with directors/officers .
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $375,000 annualized; reviewed annually for increase |
| Term | Initial 3-year term from Effective Date, auto-renewal for successive 1-year terms |
| Benefits | Eligible for group health, 401(k) and standard executive benefit plans; indemnification and D&O insurance |
| Clawback | Executive Officer Clawback Policy adopted per Nasdaq Rule 10D-1 |
| Insider trading policy | Prohibits short sales, hedging, and monetization transactions in company stock |
Performance Compensation
| Metric/Instrument | Weighting/Target | Performance metrics | Payout mechanics | Vesting |
|---|---|---|---|---|
| Annual cash bonus | Up to 50% of base salary | Board-established annual financial/performance criteria | Paid by March 15 following performance year; must be employed through payment date, except as provided upon termination | N/A |
| Equity inducement – Restricted Stock | 465,000 shares | Service-based | N/A | Vests 1/3 on each of Jun 25, 2026; Jun 25, 2027; Jun 25, 2028, subject to continued employment |
| Equity inducement – Stock Options | 212,000 options | Service-based | N/A | Same vesting as above; 10-year term; strike = closing price on grant date |
| Change-in-control (CIC) acceleration | 100% of unvested equity accelerates upon CIC closing if employed on that date | N/A | N/A | Single-trigger equity vesting on CIC; see Employment Terms below |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Restricted Stock (inducement) | 465,000 shares granted on Jun 25, 2025; vests 1/3 annually on 6/25/26, 6/25/27, 6/25/28 |
| Stock Options (inducement) | 212,000 options granted on Jun 25, 2025; 10-year term; strike = close on grant date; vests 1/3 annually on same schedule |
| Vested vs unvested | As of grant, all awards unvested; first vesting scheduled 6/25/2026 |
| Shares outstanding (context) | 30,635,346 common shares outstanding as of Apr 15, 2025 |
| Ownership as % of shares outstanding | RS alone ≈ 1.52% (465,000 / 30,635,346) |
| Proxy voting authority (Israeli trust) | As CFO, party to Proxy Agreements; may be deemed beneficial owner of 3,412,465 shares held by Section 102 Trustee (approx. 8.2% of combined voting power); disclaims beneficial ownership except for shares with sole dispositive power |
| Hedging/pledging | Hedging/monetization prohibited by policy; no pledging disclosed |
Employment Terms
| Scenario | Cash severance | Bonus treatment | Equity | COBRA | Option exercise window |
|---|---|---|---|---|---|
| Company non-renewal (no cause) | $100,000 total, paid in installments (subject to release) | N/A | N/A | N/A | N/A |
| Termination without cause or resignation for good reason (non-CIC) | 6 months base salary | Full prior-year bonus if worked full year and unpaid; 50% of target bonus for year of termination (pro rata) | No automatic acceleration (see CIC) | 6 months subsidized COBRA (or taxable cash in lieu) | N/A |
| CIC + termination (3 months before to 12 months after) or non-renewal | Additional 12 months base salary (on top of non-CIC severance timing) | Full prior-year bonus if earned; 100% of target bonus for year of termination | 100% acceleration of all unvested equity; risk of forfeiture lapses | 12 months subsidized COBRA (or cash in lieu) | Earlier of award’s original expiry or 1 year post-termination |
| CIC (equity) | 100% of unvested awards vest on CIC closing if employed on that date (single-trigger) | — | As at left | — | — |
| Restrictive covenants | 12-month non-compete (if terminated for cause or resign without good reason) and non-solicit; garden-leave pay at ≥50% of highest base during restriction unless waived; confidentiality, non-disparagement |
Company Performance (context for pay alignment)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $5.171M | $6.205M | $7.009M |
| EBITDA | ($18.525M)* | ($20.911M)* | ($33.223M)* |
| Net Income (Loss) | ($18.491M)* | ($19.916M)* | ($32.005M)* |
Values with asterisks retrieved from S&P Global.
Additional disclosure (Pay vs Performance table): “Value of initial fixed $100 investment” was $52 at Dec 31, 2024; net loss for FY2024 was $32.005M .
Related Governance Policies and Practices
- Clawback: Executive Officer Clawback Policy compliant with Nasdaq Rule 10D-1 (recoupment of erroneously awarded compensation after an accounting restatement) .
- Insider Trading: Prohibits short sales, hedging, and monetization transactions; policy filed as an exhibit to the 2024 10-K .
Investment Implications
- Alignment and retention: Large, time-based equity inducement (465k RS + 212k options) vesting over three years creates strong retention through mid-2028; first vesting on 6/25/2026 introduces potential periodic selling pressure from tax withholding or diversification around vest dates . Single-trigger equity acceleration on change-in-control combined with enhanced CIC cash/bonus benefits may incentivize support for strategic alternatives; investors should monitor M&A signals and board processes .
- Pay-for-performance clarity: Annual bonus target is 50% of base with Board-set metrics; specific financial/performance targets are not disclosed (common at appointment), limiting ex-ante assessment of strict pay-performance linkage .
- Ownership/voting influence: In addition to inducement equity, Lawless “may be deemed” to beneficially own 3.41M shares (8.2% voting power) via Proxy Agreements over Israeli trust-held awards; while he disclaims beneficial ownership, this arrangement concentrates voting authority and is relevant for say-on-pay and strategic votes .
- Company performance runway: Revenue growth from FY22–FY24 (approx. +$1.84M) alongside widening EBITDA losses reflects heavy pre-commercial investment; FY2025 YTD commentary cited higher operating spend for U.S. build-out and CFO transition costs . Execution on U.S. commercialization post-CGuard Prime approvals will be the key lever for bonus attainment and future equity value creation .
Sources: Appointment and terms (8-K/exhibits) ; Inducement grant/vesting (press release; 13D) ; Governance policies (proxy) ; Share count context (proxy) ; Financial performance (company 8-K and Pay vs Performance) ; YTD spend drivers (Q2 2025 8-K) .