Arun S. Menawat
About Arun S. Menawat
Arun S. Menawat, Ph.D., age 70, has served on the Stereotaxis Board since September 2016. He is Chairman and CEO of Profound Medical Corp. (NASDAQ: PROF) and previously served as Chairman, President, and CEO of Novadaq Technologies Inc.; he holds a Ph.D. in Chemical (Bio) Engineering from the University of Maryland (with an NIH biomedical engineering fellowship) and an Executive MBA from Kellogg (Northwestern). He was named EY Ontario Entrepreneur of the Year (Health Sciences) in 2014. His board-designated skills emphasize executive leadership in medical devices, product innovation, and operational guidance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novadaq Technologies Inc. | Chairman, President & CEO | Not disclosed | Built leadership position in intraoperative imaging; forged partnerships with Intuitive Surgical, LifeCell, KCI |
External Roles
| Organization | Role | Public/Private | Focus/Impact |
|---|---|---|---|
| Profound Medical Corp. (NASDAQ: PROF) | Chairman & CEO | Public | Commercializing real-time MRI‑guided ablation for prostate diseases; current executive responsibility |
Board Governance
- Committee assignments and chair roles (as of FY2024 year-end): Chair, Compensation Committee; Compensation members: Myriam Curet, David W. Benfer. Audit Committee members: Ross B. Levin (Chair), David W. Benfer, Nachum Shamir. Nominating & Corporate Governance: David W. Benfer (Chair), Myriam Curet, Ross B. Levin .
- Independence: The Board determined that, other than David L. Fischel and Dr. Nathan Fischel, all directors (including Dr. Menawat) and all three committees’ members were independent in 2024 under NYSE American standards .
- Attendance and engagement: In 2024 the Board held six meetings (plus one unanimous written consent), and all incumbent directors attended 100% of Board and committee meetings during their service period .
- Committee activity levels (FY2024): Audit met four times (plus one consent) ; Compensation met once ; Nominating & Corporate Governance met twice .
- Board structure context: CEO also serves as Chair; lead independent director (Benfer) leads regular executive sessions of independent directors .
Fixed Compensation
| Component (Non‑Employee Director Program) | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $0 | No cash fees disclosed for Board, committee membership, or chair roles in 2024 . |
| Committee chair/member fees | $0 | No additional cash fees disclosed . |
| Meeting fees | $0 | Not paid; expenses reimbursed and below $10,000 threshold for disclosure in 2024 . |
| Equity – RSUs | $200,000 (grant date fair value) | Paid in two semi‑annual $100,000 installments; number of RSUs based on adjusted closing price on each grant date; issued in arrears and pro‑rated as needed . |
| Vesting election | Immediate vesting on grant date OR vest on earliest of fifth anniversary, end of Board service, or change of control | Election made before year start; applies to director RSUs . |
Director-level detail: Dr. Menawat reported $200,000 in stock awards, with no cash, options, or other compensation for 2024 .
Performance Compensation
| Performance Metric Tied to Director Pay | FY2024 Design |
|---|---|
| None disclosed for directors | Director compensation is time-based RSUs; no performance conditions reported for director equity . |
Other Directorships & Interlocks
| Company | Current/Prior | Role | Potential Interlocks/Conflicts Disclosed |
|---|---|---|---|
| Profound Medical Corp. | Current | Chairman & CEO | None disclosed with STXS; no related‑party transactions disclosed in cited sections . |
| Novadaq Technologies Inc. | Prior | Chairman, President & CEO | None disclosed with STXS in cited sections . |
Expertise & Qualifications
- Executive leadership in healthcare and medical devices; led commercial growth, strategic partnerships, and product innovation .
- Advanced technical and business education: Ph.D. in Chemical (Bio) Engineering (University of Maryland + NIH fellowship); Executive MBA (Kellogg, Northwestern) .
- Recognitions: EY Ontario Entrepreneur of the Year (Health Sciences), 2014 .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Arun S. Menawat | 479,285 | * | As of March 17, 2025; table includes securities convertible/issuable within 60 days, subject to limits . |
| RSUs outstanding (director program) | 366,059 | N/A | As of 12/31/2024; none vested as of that date (director program allows immediate or deferred vesting election) . |
Capitalization reference: 85,979,662 common shares and 21,233 shares of Series A preferred outstanding as of March 17, 2025 (each preferred convertible into 2,320 common shares, subject to ownership limits) .
Governance Assessment
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Positive indicators
- Independent director with 100% attendance and Chair of the Compensation Committee, indicating active governance engagement .
- Director compensation is entirely equity-based (no cash), aligning director incentives with shareholder value; vesting can be deferred or accelerate on change of control, which supports retention and alignment .
- No related‑party transactions involving Dr. Menawat are disclosed in the cited proxy sections; committee independence affirmed by the Board .
-
Monitoring items / potential concerns
- Significant external commitment as Chairman & CEO of a public med‑tech company (Profound Medical) could raise time‑commitment questions; however, Menawat’s 100% attendance in 2024 mitigates this concern empirically .
- Board Compensation Committee met once in 2024; while not uncommon for smaller issuers, low meeting frequency places a premium on effectiveness per meeting .
- 2025 Annual Meeting agenda did not include an advisory say‑on‑pay proposal (only director elections and auditor ratification); investors may seek clarity on cadence of say‑on‑pay and broader shareholder feedback mechanisms .
-
Board/process context (for investor confidence)
- Audit Committee provides risk oversight including financial, compliance, regulatory, and cybersecurity risks; meets privately with auditors; 2024 meetings held four times plus one consent .
- Independent director executive sessions occur regularly under the lead independent director structure .
Appendix: Annual Meeting Results (Context)
- May 15, 2025 Annual Meeting: Two Class III directors elected; auditor ratification passed. Quorum 59%; votes for Dr. Nathan Fischel: 43,049,508 (withheld 2,243,186); for Ross B. Levin: 42,319,392 (withheld 2,973,302). Auditor ratification: For 63,627,003; Against 126,608; Abstain 38,808 .