David L. Fischel
About David L. Fischel
David L. Fischel, 38, is Chief Executive Officer and Chairman of Stereotaxis since February 3, 2017 and a director since September 2016. He holds a B.S. magna cum laude in Applied Mathematics from UCLA and an MBA from Bar-Ilan University; he is a CPA, CFA, and CAIA. He previously served as Principal and portfolio manager for medical device investments at DAFNA Capital and was a research analyst at SCP Vitalife . Company TSR on a $100 base was 33.39 in 2022, 28.23 in 2023, and 37.42 in 2024; net losses were $18.30M, $20.71M, and $24.05M, respectively . Revenues were $28.1M (2022), $26.8M (2023), $26.9M (2024)*.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DAFNA Capital Management | Principal and portfolio manager (medical devices) | ~10+ years | Investment leadership in medtech; informs capital allocation and strategy |
| SCP Vitalife | Research analyst (healthcare VC) | Prior to DAFNA | Venture research experience supporting innovation strategy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| DAFNA Capital Management | Officer or director | Ongoing | Company acknowledged continued service is permitted without interfering with CEO duties |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2022 | 60,000 | 2,195 | CEO salary fixed at $60k; no salary continuation |
| 2023 | 60,000 | 2,195 | No cash or equity bonuses intended under employment agreement |
| 2024 | 60,000 | 2,195 | Very modest salary to conserve cash and align with shareholder outcomes |
Performance Compensation
| Element | Metric | Target/Structure | Actual/Payout | Vesting/Treatment |
|---|---|---|---|---|
| 2021 CEO Performance Share Unit Award Plan | Market Capitalization (90-day VWAP method) | 10 tranches totalling 13,000,000 PSUs; milestones from $1.0B to $5.5B market cap | As of Dec 31, 2024, no milestones achieved; no awards earned | Service through 12/31/2030; acceleration/waiver on change in control or specified terminations; one-year tail for death/disability/termination without cause |
| Clawback | Restatements (Dodd-Frank and company policy) | Mandatory recoupment for restatements; discretionary fraud/negligence recoupment (3-year lookback) | Policy in place | Applies to incentive comp including equity |
Detailed PSU award structure:
| Tranche | Shares | Market Cap Milestone ($) |
|---|---|---|
| 1 | 1,000,000 | 1,000,000,000 |
| 2 | 1,500,000 | 1,500,000,000 |
| 3 | 1,500,000 | 2,000,000,000 |
| 4 | 2,000,000 | 2,500,000,000 |
| 5 | 1,000,000 | 3,000,000,000 |
| 6 | 1,000,000 | 3,500,000,000 |
| 7 | 1,000,000 | 4,000,000,000 |
| 8 | 2,000,000 | 4,500,000,000 |
| 9 | 1,000,000 | 5,000,000,000 |
| 10 | 1,000,000 | 5,500,000,000 |
Change-of-control economics:
- Market cap equals total consideration paid to equity holders; tranches vest based on this value, with pro‑rata credit above $1B to next tranche .
- Service condition waived on change in control for tranches achieved; unvested tranches forfeited if not achieved .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| David L. Fischel | 200,000 | <1% | Does not receive director pay; prior period non-employee director RSUs outstanding 85,000, unvested as of 12/31/2024 |
| Nathan Fischel, M.D. (father) | 13,875,054 | 16.14% | Ownership via DAFNA-related funds and other holdings (disclaimers noted in footnotes) |
Director equity program and vesting:
- Non-employee directors receive RSUs totalling $200,000/year in two $100,000 semiannual grants; directors may elect immediate vesting or vest on earliest of 5th anniversary, board service termination, or change of control .
Pledging/Hedging:
- Insider trading policy prohibits trading on MNPI and governs 10b5‑1 plans; no specific pledging disclosure for David L. Fischel in proxy materials .
Stock ownership guidelines:
- Not disclosed for executives or directors in proxy materials.
Employment Terms
- Employment agreement: At‑will; annual salary $60,000; Company does not intend to pay cash or equity bonuses during employment; no salary continuation/severance under employment agreement .
- Equity plan change-of-control/acceleration: The 2012/2022 Stock Incentive Plans and the 2021 CEO PSU plan allow acceleration/cash-out or substitution of awards upon change of control at Compensation Committee discretion; awards generally do not accelerate upon retirement/resignation absent specified events .
- Non-compete/non-solicit/garden leave: Not disclosed.
- Post-termination consulting: Not disclosed.
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenues ($) | 28,147,000* | 26,771,000* | 26,918,000* |
| EBITDA ($) | -18,347,000* | -21,244,000* | -21,521,000* |
| Net Income (Loss) ($) | -18,292,000* | -20,713,000* | -24,045,000* |
| TSR (Value of $100) | 33.39 | 28.23 | 37.42 |
Values with asterisk retrieved from S&P Global.
Additional context:
- Press release noted stock appreciated ~10x during 2017–2021 under Fischel’s leadership .
Board Governance
- Dual role: CEO and Chairman; Board uses a Lead Independent Director (David W. Benfer since Feb 2015) to provide independent leadership and conduct executive sessions of independent directors .
- Independence: All directors except David L. Fischel and Dr. Nathan Fischel were deemed independent under NYSE American standards in 2024/2025 .
- Committees (2024 year-end composition):
- Audit: Ross Levin (Chair), David W. Benfer, Nachum Shamir; all financially sophisticated; Levin designated audit committee financial expert in 2024 .
- Compensation: Arun Menawat (Chair), Myriam Curet, David W. Benfer .
- Nominating & Governance: David W. Benfer (Chair), Myriam Curet, Ross Levin .
- Board meetings: 6 meetings in 2024; all incumbent directors attended 100% of board and committee meetings .
Director Compensation
- David L. Fischel does not receive compensation for director service as a member of management .
- Non-employee directors: $200,000 in RSUs annually; vesting election as above; reimbursement of reasonable expenses (≤$10k in 2024) .
Compensation Structure Analysis
- High at-risk pay: CEO compensation is almost entirely tied to long-horizon market capitalization PSUs with a service requirement through 2030; no annual cash or time-vested equity .
- Dilution management: Equity compensation plan disclosures show 13,000,000 PSU shares reserved under the CEO plan and significant shares available under 2022 plan; committee charters prohibit repricing of options/SARs without shareholder approval .
- Discretionary bonuses: Company opted for discretionary annual incentives for executives other than CEO in recent years; CEO not eligible .
Risk Indicators & Red Flags
- Governance: CEO is also Chairman and his father is a director; mitigated by Lead Independent Director and independent committees, but independence optics warrant monitoring .
- Financial performance: Persistent net losses; no PSU milestones achieved as of 12/31/2024 .
- Equity overhang: 13M CEO PSUs plus plan capacity may imply future dilution if milestones are met .
- Clawbacks: Strong clawback framework adopted (Dodd-Frank compliant and supplemental policy) .
- Related party: Board reviews related party transactions; no specific transactions disclosed in proxy .
Compensation Peer Group & Say-on-Pay
- Peer group composition and target percentile for CEO pay: Not disclosed; compensation committee references market median generally for non-CEO officers .
- Say-on-pay history and shareholder feedback: Not disclosed in 2024/2025 proxy materials.
Expertise & Qualifications
- Credentials: CPA, CFA, CAIA .
- Industry: Medtech investing and operating experience; extensive understanding of company operations and strategy .
- Board qualifications: Financial and medical device industry experience .
Work History & Career Trajectory
| Organization | Role | Tenure | Notable |
|---|---|---|---|
| Stereotaxis | CEO & Chairman | Since Feb 2017 | Led commercial revitalization and innovation strategy; 10-year PSU plan adopted in 2021 |
| DAFNA Capital | Principal/PM | 10+ years | Medtech-focused investing |
| SCP Vitalife | Research analyst | Prior to DAFNA | Healthcare VC analysis |
Employment Terms
| Term | Provision |
|---|---|
| Contract type | At-will employment |
| Severance | No salary continuation; separation agreement does not provide typical termination benefits |
| Change-of-control | Equity acceleration/cash-out/substitution at committee discretion under stock plans; CEO PSUs vest based on total consideration; service condition waived |
| Non-compete / non-solicit | Not disclosed |
| Garden leave / consulting | Not disclosed |
Investment Implications
- Alignment: The CEO’s pay is structurally tied to long-term market cap creation with no cash bonus, suggesting strong alignment with shareholder returns; near-term insider selling pressure is low given lack of time-vested grants and non-achievement of PSU tranches to date .
- Governance watchpoints: CEO/Chairman dual role and family relationship on the board are mitigated by Lead Independent Director and independent committees, but continue to warrant governance risk monitoring .
- Dilution vs. upside: If milestones are achieved, PSU settlement would be dilutive but contingent on substantial value creation (≥$1–$5.5B market cap); investors should weigh potential dilution against growth execution .
- Performance trajectory: Persistent negative EBITDA and net losses underscore execution risk; however, management cites a long-term innovation strategy and has implemented clawbacks and disciplined cash compensation . Revenues have been relatively flat; monitoring commercialization and margin path is essential.*
*Values retrieved from S&P Global.