Nathan Fischel
About Nathan Fischel
Nathan Fischel, M.D., age 69, is a Class III director of Stereotaxis, serving on the Board since February 2017; he is the father of David L. Fischel, Stereotaxis’ CEO and Chairman, which impacts his independence status under NYSE American rules . He is Founder and CEO of DAFNA Capital Management, an SEC-registered investment advisor focused on biotech and medical devices, and previously was Professor of Pediatrics at UCLA and an attending physician in Pediatric Hematology/Oncology at Cedars-Sinai; he holds an M.D. from Technion with postgraduate training at Harvard/Dana-Farber and Oxford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UCLA School of Medicine | Professor of Pediatrics | Not disclosed | Clinical and academic leadership; extensive publications and NIH grants |
| Cedars-Sinai Medical Center | Attending Physician (Pediatric Hematology/Oncology) | Not disclosed | Clinical practice in pediatric oncology |
| NIH (Institute Advisory Council) | Council Member (appointed by HHS Secretary) | Four years | Advisory oversight; service on NIH review panels |
| Children’s Hospital/Dana-Farber, Harvard Medical School | Residency/Fellowship (Pediatrics, Pediatric Hem/Onc) | Not disclosed | Clinical training |
| Oxford University | Postgraduate Research Training (Molecular Genetics) | Not disclosed | Research training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DAFNA Capital Management, LLC | Founder & CEO | >25 years focus (firm record) | SEC-registered advisor; biotech/medtech specialization |
| NIH (various panels) | Reviewer | Repeated service | Internal/external review panels |
Board Governance
- Board class and tenure: Class III; Director since February 2017 .
- Committee assignments: None listed on Audit, Compensation, or Nominating & Governance committees as of FY2024 .
- Independence: Not independent under NYSE American; Board determined all members except David L. Fischel and Dr. Nathan Fischel were independent in 2024 .
- Attendance: All incumbent directors attended 100% of Board and committee meetings during 2024; Board held six meetings and acted once by unanimous written consent .
- Lead Independent Director: David W. Benfer has served since 2015; independent director executive sessions are held regularly .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Cash Retainer | $0 | No cash fees; reimbursement of expenses did not exceed $10,000 per director |
| Stock Awards (RSUs; ASC 718 grant-date FV) | $200,000 | Annual RSU retainer; two semi-annual $100k installments |
| Option Awards | $0 | No options granted to non-employee directors in 2024 |
| All Other Compensation | $0 | Reimbursements below disclosure threshold |
| Total | $200,000 | Equity-only director pay |
- Director equity program structure: $200,000 annual RSUs paid in two equal installments on the first business day of January and July; directors may elect immediate vesting or deferred vesting to the earliest of five-year anniversary, end of Board service, or change of control .
Performance Compensation
- No performance-based metrics are tied to non-employee director compensation; RSUs are time-based under elected vesting schedules .
| Equity Program Parameters | Value | Detail |
|---|---|---|
| Annual Equity Retainer | $200,000 | RSUs, two $100k installments |
| Grant Timing | Jan 1 and Jul 1 (paid in arrears) | Compensation for preceding half-year |
| Vesting Election | Immediate or deferred (5-year/termination/CoC) | Director election annually |
| FY2024 Vesting Status | None vested (RSUs outstanding) | 366,059 RSUs unvested as of 12/31/2024 |
Other Directorships & Interlocks
- Other public company directorships: Not disclosed for Dr. Fischel in the proxy .
- Interlocks and influence: DAFNA Capital Management beneficially owns 15.91% of STXS common stock via funds advised by DAFNA; as a controlling person, Dr. Fischel may be deemed to beneficially own those shares, though he disclaims beneficial ownership under Rule 13d-4 . This dual role (major shareholder representative and non-independent director; father of CEO) is a governance sensitivity for potential influence and conflicts .
Expertise & Qualifications
- Clinical and scientific expertise in pediatrics, oncology, and molecular genetics; >120 peer-reviewed publications; NIH grant principal investigator and advisory council service .
- Investment expertise in biotech/medical devices as Founder/CEO of DAFNA Capital; ability to assess technology and commercial adoption in medtech .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Nathan Fischel, M.D. | 13,875,054 | 16.14% | Includes 13,680,554 shares held by DAFNA-managed funds; Dr. Fischel disclaims beneficial ownership of fund securities; conversion of Series A Preferred is subject to 4.99% beneficial ownership cap for the Funds |
| RSUs Outstanding (12/31/2024) | 366,059 | — | None vested as of 12/31/2024 |
- Shares outstanding (record date 3/17/2025): 85,979,662 common; 21,233 shares of Series A Preferred convertible into 2,320 common shares each, subject to beneficial ownership limits .
- Pledging/Hedging: Proxy includes company insider trading policy; no pledging arrangements are disclosed in the reviewed sections .
Governance Assessment
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Strengths
- Deep domain expertise in clinical medicine and medtech investing; valuable perspective on product adoption and strategy .
- Fully engaged Board participation with 100% attendance in 2024 .
- Equity-only director compensation aligns pay with shareholder outcomes; ability to elect deferred vesting further strengthens long-term orientation .
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Risk indicators and potential conflicts
- Not independent due to familial relationship with the CEO/Chairman (father–son), and Board formally recognizes non-independence for Dr. Fischel .
- Significant beneficial ownership via DAFNA-managed funds (15.91%) with potential to influence outcomes; although he disclaims beneficial ownership under Rule 13d-4, as a controlling person he may be deemed a beneficial owner—heightening conflict-of-interest scrutiny; related-party transactions are reviewed by the Board/Audit Committee, but the Board lacks detailed written procedures beyond general policy statements .
- Board leadership combines CEO and Chair; mitigated by Lead Independent Director and executive sessions, but heightened governance sensitivity given the family tie on the Board .
-
Committee effectiveness
- Dr. Fischel does not serve on Audit, Compensation, or Nominating & Governance committees—reducing direct committee-level influence but limiting formal governance oversight roles .
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Signals affecting investor confidence
- Equity-only director pay suggests alignment; however, non-independence and major shareholder linkage necessitate robust recusal practices on related matters and vigilant Audit Committee oversight of related-party issues .
- Section 16 reporting compliance was timely for insiders, mitigating technical reporting risk .
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RED FLAGS
- Non-independence (familial tie to CEO) .
- Major beneficial ownership via DAFNA with potential influence; disclaimers notwithstanding .
- Board disclosures indicate related-party transaction review occurs, but no detailed written procedures—policy gap vs best practices .
Overall, Dr. Fischel’s clinical and investment credentials add strategic value, but his non-independence and fund ownership linkage present governance risks that warrant consistent recusals on conflicted matters, transparent related-party oversight, and continued reliance on the Lead Independent Director and independent committees to safeguard investor interests .