Scott R. Ward
InspireMDAbout Scott R. Ward
Scott R. Ward (age 65) joined InspireMD’s board on November 25, 2024; he is an independent director under Nasdaq Rule 5605(a)(2). He previously served as CEO/President and Chairman of Cardiovascular Systems, Inc. (CSI) and held multiple senior leadership roles at Medtronic; he holds a B.S. in Genetics & Cell Biology, M.S. in Toxicology, and MBA from the University of Minnesota .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardiovascular Systems, Inc. (NASDAQ: CSII; acquired by Abbott) | CEO & President | Aug 2016 – Apr 2023 | Led company through sale to Abbott; prior board service |
| Cardiovascular Systems, Inc. | Director; Chairman of the Board | Director since Nov 2013; Chairman since Nov 2014 | Board leadership over medtech growth initiatives |
| Medtronic, Inc. | SVP & President, CardioVascular | May 2007 – Nov 2010 | Led CV business globally |
| Medtronic, Inc. | SVP & President, Vascular | May 2004 – May 2007 | Ran vascular franchise |
| Medtronic, Inc. | SVP & President, Neurological & Diabetes | Feb 2002 – May 2004 | Led neuro & diabetes businesses |
| Medtronic, Inc. | President, Neurological | Jan 2000 – Jan 2002 | Advanced neuro therapies |
| Medtronic, Inc. | VP & GM, Drug Delivery | 1995 – 2000 | Managed drug delivery operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Raymond Holdings, LLC | President & Managing Director | Ongoing | Life sciences VC/strategy/transactions focus |
| SightLine Partners | Managing Director | 2013 – 2019 | Private medtech/digital health investor |
| Boards of private companies | Director | Ongoing | Multiple private boards (not itemized) |
Board Governance
- Independence: Ward is independent; board determined Ward, Berman, Kester, Stuka, Roubin, and Arnold meet Nasdaq Rule 5605(a)(2) independence .
- Committee assignments: Audit (Kester chair; members Berman, Stuka), Compensation (Stuka chair; members Kester, Arnold), Nominating & Corporate Governance (Berman chair; members Stuka, Arnold). Ward was not disclosed as a committee member as of 2024 .
- Attendance: Board met 12 times in 2024; each director attended 100% of board and relevant committee meetings for their service period .
- Board leadership: Independent non-executive chair (Paul Stuka) separate from CEO (Marvin Slosman) .
- Term and classification: Class 2 director; up for re-election at the June 3, 2025 annual meeting for a term through 2028 if elected .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer – Chair of Board | $75,000 | Paid quarterly |
| Annual cash retainer – other directors | $40,000 | Paid quarterly |
| Committee chair fees | Audit: $20,000; Compensation: $15,000; Nominating & Gov: $10,000; R&D: $10,000 | Annual |
| Committee member fees | Audit: $10,000; Compensation: $7,500; Nominating & Gov: $5,000; R&D: $5,000 | Annual |
| Ward’s 2024 cash fees | $4,524 | Partial-year service in 2024 |
Performance Compensation
| Component | Grant Value (USD) | Grant Details | Vesting/Performance Metrics |
|---|---|---|---|
| Ward – Stock Awards (2024) | $128,031 | Director equity grant (shares not itemized in comp table) | Vesting terms not disclosed; no performance metrics specified for director grants |
| Ward – Option Awards (2024) | $36,685 | Director option grant (strike/expiration not disclosed in director section) | Vesting terms not disclosed; no performance metrics disclosed |
Notes:
- InspireMD discloses executive pay-for-performance narrative but does not specify director equity performance metrics; director equity appears time-based, not tied to revenue/EBITDA/TSR .
- Change-in-control immediate vesting applies to awards under the 2021 Equity Incentive Plan, generally; policy is described for executives, with plan forms providing vesting on change of control (director-specific CIC terms not separately disclosed) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Cardiovascular Systems, Inc. | Public (until acquired by Abbott) | Director; Chairman | Historical ties to Abbott via CSI sale; no current disclosed related-party dealings at InspireMD |
| Raymond Holdings, LLC | Private | President & MD | Advisory/transactional focus; no InspireMD related-party transactions disclosed |
| SightLine Partners | Private | Managing Director (past) | Investment manager; no InspireMD related-party transactions disclosed |
| Private company boards | Private | Director | Not itemized; no related-party transactions above $120,000 disclosed for 2024 |
Expertise & Qualifications
- Medtech leadership: Extensive senior P&L roles across cardiovascular, vascular, neuro, and diabetes businesses at Medtronic; CEO experience at CSI during acquisition .
- Transactional acumen: Leads Raymond Holdings with focus on alliances/licensing/M&A; prior investing experience at SightLine Partners .
- Education: B.S. Genetics & Cell Biology; M.S. Toxicology; MBA (University of Minnesota) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Scott R. Ward | 59,793 | <1% (“*”) | Consists of 59,793 shares of common stock granted under 2021 Equity Incentive Plan |
- Hedging/Pledging: Company insider trading policy prohibits short sales and hedging; pledging not explicitly addressed in proxy .
- Ownership guidelines: Director stock ownership guidelines not disclosed in proxy .
Governance Assessment
- Positives:
- Independent director with deep medtech operating experience (Medtronic, CSI) and transaction expertise; beneficial for strategy, commercialization, and M&A oversight .
- Board structure separates Chair and CEO, supporting independent oversight .
- Ward deemed independent; all directors met 100% attendance for their service periods in 2024, signaling engagement .
- Director compensation uses equity, aligning interests; Ward’s partial-year equity grant increases alignment despite low cash fees in 2024 .
- Watchpoints:
- No committee assignment disclosed yet for Ward; adding him to relevant committees (e.g., R&D/Strategy) could enhance board leverage of his skill set .
- Proxy does not disclose director equity grant share counts, vesting schedules, strike prices, or performance metrics for directors; reduced transparency for pay-for-performance analysis at the director level .
- Insider trading policy bans hedging but is silent on pledging in the proxy; lack of explicit pledging prohibition could be a governance gap if not addressed elsewhere .
- Related-party transactions: 2023 private placement included purchases by certain directors; Ward joined in late 2024 and is not listed; continued monitoring of director-linked financings advisable .
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Scott R. Ward | 4,524 | 128,031 | 36,685 | 169,240 |
Board-approved independent director compensation schedule (2024): Chair stipend $75,000; other directors $40,000; committee chair fees—Audit $20,000, Compensation $15,000, Nominating & Governance $10,000, R&D $10,000; committee member fees—Audit $10,000, Compensation $7,500, Nominating & Governance $5,000, R&D $5,000 .
Committee Assignments, Independence, Attendance
| Attribute | Status |
|---|---|
| Independence | Independent under Nasdaq Rule 5605(a)(2) |
| Committees | Not disclosed as member of Audit, Compensation, or Nominating & Governance as of 2024 |
| Attendance | 100% of meetings for period served in 2024 (board/committee) |
Potential Conflicts and Related-Party Exposure
- Policy: Audit Committee must approve related-party transactions ≥$120,000; none disclosed beyond enumerated 2023 private placement; Ward not listed among participating directors .
- Family relationships: None among directors and executive officers .
- Legal proceedings: None reported for directors in past ten years .
Signals for Investors
- Alignment: Equity holdings via 59,793 shares and equity-heavy director pay indicate alignment; insider policy prohibits hedging, limiting misalignment risk .
- Board effectiveness: Strong attendance, independent chair, and Ward’s domain expertise support oversight quality; assignment to relevant committee(s) would enhance impact .
- Transparency: Limited disclosure on director grant mechanics (vesting/strike) and no director-specific performance metrics; investors may seek additional detail pre-election .
Annual Meeting and Election: Ward is a Class 2 nominee for re-election at the June 3, 2025 meeting; term to 2028 if elected .