Paul Stuka
InspireMDAbout Paul Stuka
Paul Stuka (age 70) is the independent, non‑executive Chairman of InspireMD’s board; he has served as a director since August 8, 2011 and as Chairman since June 2, 2017, and is currently a Class 1 director with a term expiring at the 2027 Annual Meeting . The board has determined he is independent under Nasdaq Listing Rule 5605(a)(2) . He brings over 40 years of investment experience, including prior roles at Fidelity, State Street Research & Management, Longwood Partners, and Stuka Associates, with a healthcare investment focus .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Osiris Partners, LLC | Managing Member | Since 2000 | Investment fund leadership; strategic and healthcare investment focus |
| State Street Research & Management | Manager, Market Neutral and Mid Cap Growth Funds | 1995 | Managed funds; strategic portfolio oversight |
| Stuka Associates | General Partner | 1986–1994 | Managed U.S.-based investment partnership |
| Fidelity Management & Research | Analyst; Assistant Portfolio Manager on three Fidelity Funds | Began 1980 | Select Healthcare Fund recognized top U.S. fund for five-year period ending Dec 31, 1985 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caliber Imaging & Diagnostics, Inc. (formerly Lucid, Inc.) | Director | 2013–2022 | Prior public company board service |
Board Governance
- Independence: Board determined Stuka is independent under Nasdaq 5605(a)(2) .
- Leadership: Independent, non‑executive Chairman; CEO role separated (CEO Marvin Slosman) .
- Committees:
- Compensation Committee: Chair; members include Thomas Kester and Kathryn Arnold; 12 meetings held in 2024 .
- Audit Committee: Member; chair is Thomas Kester; 6 meetings held in 2024 .
- Nominating & Corporate Governance Committee: Member; chair is Michael Berman; 3 meetings held in 2024 .
- Attendance: Board held 12 meetings in 2024; each director attended at least 100% of board and committee meetings. No directors attended the 2024 Annual Meeting of Stockholders .
- Risk oversight: Board and committees oversee enterprise-wide risk; compensation committee reviews compensation to avoid encouraging unnecessary risk .
Fixed Compensation
Director compensation (values for calendar years as disclosed):
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 105,000 | 136,742 | 40,239 | 281,981 |
| 2023 | 62,000 | 397,197 | 115,735 | 574,932 |
Compensation program structure:
- 2024 Director stipends: Chair of the board $75,000; other directors $40,000; committee chairs: Audit $20,000, Compensation $15,000, Nominating & Corporate Governance and R&D $10,000; committee members: Audit $10,000, Compensation $7,500, Nominating & Corporate Governance and R&D $5,000 .
- Equity in lieu of cash program (director election to take retainers in stock) implemented in 2023 and terminated in January 2024 .
Performance Compensation
- No director‑specific performance metrics are disclosed for equity grants; director equity awards are presented as stock and option grant fair values without stated performance conditions .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Risk |
|---|---|---|---|
| Caliber Imaging & Diagnostics, Inc. | Public (historical) | Director (2013–2022) | No interlocks with NSPR’s customers/suppliers disclosed . |
Expertise & Qualifications
- Senior investment professional with decades of experience managing funds and healthcare investments; strategic and business insight highlighted as qualifications for board service .
- Board believes he is well suited to chair due to strategic and U.S. healthcare investment experience .
Equity Ownership
Beneficial ownership details:
| As of | Total Beneficial Ownership (shares) | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| April 15, 2025 | 1,039,603 | 3.36% | Osiris Investment Partners: 336,034 common; Personal: 80,802 options (exercisable ≤60 days), 123,963 restricted stock, 236,304 common, 262,500 warrants (exercisable) |
| April 18, 2024 | 946,249 | 3.98% | Osiris Investment Partners: 248,534 common; Personal: 36,184 options (exercisable ≤60 days), 277,921 restricted stock, 33,610 common, 350,000 warrants (exercisable) |
Alignment policies:
- Insider trading policy prohibits short sales, hedging, or monetization transactions by directors .
- No director stock ownership guidelines or pledging policies disclosed; no pledged shares disclosed .
Related Party Transactions and Potential Conflicts
- May 2023 private placement: Stuka purchased 175,000 common shares and Series H/I/J/K warrants (87,500 each), total purchase price $241,972.50, alongside other directors/investors, at stated offering prices; Series H warrants later converted/exercised into pre-funded warrants in 2024 for certain participants (not specifically attributed to Stuka) .
- Audit committee must pre‑approve related party transactions and disclosed none other than compensation arrangements and the private placement .
Say‑on‑Pay & Shareholder Feedback
- 2024 Annual Meeting results:
- Re‑election of Stuka (Class 1): For 12,361,205; Withheld 271,503; Broker non‑votes 5,083,327 .
- Advisory “Say‑on‑Pay” approval: For 9,539,687; Against 1,194,733; Abstain 1,898,288; Broker non‑votes 5,083,327 .
- Frequency of Say‑on‑Pay: 3 years received 5,993,405 votes; company adopted triennial frequency .
- 2025 Annual Meeting: Director elections (Class 2) and auditor ratification only; no Say‑on‑Pay proposal .
Compensation Committee Analysis
- Composition: Stuka (Chair), Kester, Arnold; all independent under Nasdaq .
- Consultants: No compensation consultants retained during the review of named executive officer compensation for 2024 or 2023 .
- Charters: All committees operate under formal charters; copies available from company .
Governance Assessment
- Strengths:
- Independent, non‑executive chairman with clear separation from CEO role; supports objective oversight .
- 100% meeting attendance and active committee leadership/membership; high engagement .
- Board independence affirmed; committee structures and risk oversight described .
- Alignment:
- Meaningful personal and affiliated ownership; regular equity-based director compensation .
- Anti‑hedging policy enhances alignment with long‑term shareholders .
- Watch items / RED FLAGS:
- Chair of the board also chairs compensation committee, concentrating influence over pay decisions; while permissible, investors often prefer broader independence in pay oversight .
- All directors did not attend the 2024 Annual Meeting of Stockholders; may be viewed as a minor engagement concern .
- Participation in company financing (May 2023 private placement) is disclosed and audit‑approved; not inherently problematic but merits monitoring for future related‑party exposure .
Overall, Stuka’s governance profile shows strong independence, attendance, and experience. The combined roles (board chair and compensation committee chair) warrant monitoring, and the board’s engagement practices (annual meeting attendance) could be enhanced to support investor confidence .