David W. Benfer
About David W. Benfer
David W. Benfer, 78, is a long-tenured independent director of Stereotaxis, Inc., serving on the board since February 2005 and as Lead Independent Director since February 2015 . He is Chairman of The Benfer Group LLC (since 2010), and previously held CEO roles at Hospital of Saint Raphael (1999–2009), Provena-Saint Joseph/Morris Health Network (1992–1999), and Henry Ford Hospital (1985–1992) . He earned an MBA from Xavier University and a BSBA from Wittenburg University, and is a Fellow of the American College of Healthcare Executives (ACHE) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hospital of Saint Raphael / Saint Raphael Healthcare System | President & CEO | 1999–2009 | Led system; governance and risk insights for tech adoption |
| Provena-Saint Joseph/Morris Health Network (Joliet, IL) | President & CEO | 1992–1999 | Hospital network leadership |
| Henry Ford Health System / Henry Ford Hospital (Detroit) | SVP Hospital & Urban Affairs; CEO Henry Ford Hospital | 1985–1992 | Health system operations |
| American College of Healthcare Executives (ACHE) | Chairman; Board of Governors | Chair 1998–1999; Governor 1992–2000 | Industry leadership; ACHE Fellow since 1981 |
| Catholic Health Association | Board Member | 2003–2008 | Sector governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Benfer Group LLC | Chairman | 2010–Present | Advisory services to healthcare providers/suppliers |
| The John and Mable Ringling Museum of Art Foundation, Inc. | Board Member | Current | Florida state museum foundation (non-profit) |
Board Governance
- Independence: The Board determined Mr. Benfer was independent under NYSE American standards; only David L. Fischel and Dr. Nathan Fischel were non-independent in 2024 .
- Lead Independent Director: Serves as Lead Independent Director since Feb 2015; leads regular executive sessions of independent directors and provides feedback to management .
- Committee assignments (2024 year-end):
- Audit Committee: Member (Committee all members independent and financially sophisticated) .
- Compensation Committee: Member (Committee members independent) .
- Nominating & Corporate Governance Committee: Chair .
- Attendance: Board held 6 meetings; all incumbent directors attended 100% of Board and committee meetings; Benfer attended the 2024 Annual Meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | No cash fees were paid to directors in 2024 |
| Committee chair/member fees | Not disclosed | No separate cash fees disclosed; only RSUs program detailed |
| Meeting fees | Not disclosed | Not specified in proxy |
| Expense reimbursements | ≤ $10,000 | Reimbursements did not exceed $10,000 and are excluded from comp table |
Performance Compensation
| Component | 2024 Amount | Grant Structure | Vesting Terms |
|---|---|---|---|
| Stock awards (RSUs) | $200,000 | Annual RSUs paid in two $100,000 semi-annual installments (Jan 1, Jul 1), paid in arrears, number of units based on adjusted closing price | Director elects vesting: either immediate on grant or deferred to earliest of 5th anniversary, end of Board service, or change of control |
| Option awards | $0 | None granted to directors in 2024 | N/A |
Performance metrics tied to director compensation:
| Metric | Used? | Disclosure |
|---|---|---|
| Financial/operational targets (revenue/EBITDA/TSR/ESG) | No | No performance metrics were disclosed for non-employee director RSU awards; program is time-based with elective vesting schedule |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Benfer in the proxy |
| Private/non-profit boards | Ringling Museum of Art Foundation (non-profit) |
| Interlocks with competitors/suppliers/customers | None disclosed |
| Familial/related ties impacting independence | None disclosed regarding Mr. Benfer; note Dr. Nathan Fischel is father of CEO David L. Fischel (context for board independence assessment) |
Expertise & Qualifications
- Healthcare leadership: Decades of CEO and senior leadership in hospital systems; governance and risk expertise relevant to technology adoption in medical settings .
- Industry credentials: ACHE Fellow; former ACHE Chairman and Governor .
- Education: MBA (Xavier University), BSBA (Wittenburg University) .
- Financial oversight: Audit Committee member; Board determined Audit Committee members are financially sophisticated .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (common) | 463,304 shares | Mar 17, 2025 | Includes 2,700 shares held by spouse and 210,255 shares held by Benfer Family Trust TTEE |
| Ownership % of common | <1% | Mar 17, 2025 | Company had 85,979,662 common shares outstanding |
| RSUs outstanding | 244,945 units (unvested) | Dec 31, 2024 | None vested as of 12/31/24 |
| Options (exercisable/unexercisable) | None disclosed | Mar 17, 2025 | No director option awards in 2024 |
| Pledged shares | None disclosed | N/A | No pledging disclosures for Mr. Benfer in proxy |
Insider Trading & Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings | Timely | Based on company review and written representations, all insiders timely filed in the last fiscal year |
| Insider trading policy | In place | Applies to directors and prohibits trading when aware of MNPI; policy filed as 2024 10-K exhibit |
Governance Assessment
- Strengths: Long-tenured independent director with healthcare system CEO experience; Lead Independent Director role with active leadership of executive sessions; committee breadth (Audit member; Compensation member; Nominating & Governance Chair); 100% attendance in 2024; independence affirmed; equity-only director compensation increases alignment with shareholders .
- Pay/Ownership Alignment: $200,000 annual RSU grants and significant unvested RSU holdings (244,945 units) signal longer-term orientation; no cash fees; elective vesting structure includes deferred vesting until service end or change-of-control .
- Conflicts/Related-Party: No related-party transactions disclosed involving Mr. Benfer; Board employs review/approval process and Code of Conduct to manage conflicts .
- RED FLAGS: None disclosed specific to Mr. Benfer (no pledging/hedging disclosures; independence affirmed; full attendance) .