Ross B. Levin
About Ross B. Levin
Ross B. Levin (age 41) has served as an independent director of Stereotaxis (STXS) since July 2018. He is Director of Research and a principal at Arbiter Partners Capital Management LLC and is a CFA charterholder with a BS in Management (Finance) from Tulane; he also completed the Investment Decisions and Behavioral Finance program at Harvard’s Kennedy School. The Board designated him an “audit committee financial expert” in April 2024 based on extensive finance and accounting experience . In 2024, all incumbent directors, including Mr. Levin, attended 100% of Board and committee meetings during their service periods .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Senior Living Corporation (now Sonida Senior Living) | Director (former) | Not disclosed | Former public company directorship |
| Mood Media Corporation | Director (former) | Not disclosed | Former public company directorship |
| American Community Properties Trust | Director (former) | Not disclosed | Former public company directorship |
| Presidential Life Corporation | Director (former) | Not disclosed | Former public company directorship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arbiter Partners Capital Management LLC | Director of Research; Principal | Current | Investment firm; potential trading-conflict sensitivity mitigated by company insider trading policy |
| Constructive Partnerships Unlimited (non-profit) | Chairman of the Board | Current | Services for individuals with developmental disabilities |
| Cerebral Palsy Associations of New York State | Former Vice Chairman | Prior | Non-profit leadership role |
Board Governance
- Independence: The Board determined all directors except David L. Fischel (CEO/Chair) and Dr. Nathan Fischel were independent in 2024; Mr. Levin is independent under NYSE American standards .
- Committee assignments (as of year-end 2024): Audit Committee Chair; member, Nominating & Corporate Governance Committee .
- Audit Committee financial expert: Board determined in April 2024 that Mr. Levin qualifies under SEC rules .
- Attendance and engagement: Board met 6 times in 2024; Audit met 4x, Compensation 1x, Nominating 2x; all incumbent directors attended 100% of Board and committee meetings .
- Leadership/structure: CEO is also Board Chair; Lead Independent Director (David W. Benfer) leads executive sessions of independent directors held regularly .
- Re-election: Mr. Levin is nominated for re-election as a Class III director at the 2025 Annual Meeting to serve until 2028 .
Fixed Compensation
| Component | 2024 Amount | Terms/Notes |
|---|---|---|
| Annual cash retainer | $0 | Program provides equity-only compensation for non-employee directors |
| Committee chair/member fees | $0 | No additional cash fees disclosed |
| Equity – RSUs | $200,000 grant-date fair value | Issued in two semi-annual installments of $100,000 each; number of RSUs based on adjusted closing price on grant date |
| Expense reimbursement | ≤$10,000 (none exceeded) | Reimbursed for reasonable meeting-related expenses |
Policy specifics:
- Equity only: Non-employee directors receive RSUs equal to $200,000 per year, paid in arrears in two $100,000 installments on first business day of January and July .
- Vesting election: Directors elect either immediate vesting at grant, or vesting on the earliest of (i) 5th anniversary of award, (ii) termination of Board service, or (iii) change of control .
Director-specific 2024 compensation:
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Ross Levin | $0 | $200,000 | $0 | $0 | $200,000 |
Outstanding director RSUs (12/31/2024):
- Levin held 366,059 RSUs outstanding; none vested as of year-end 2024 .
Performance Compensation
- Non-employee director pay is not formulaically performance-based; it is time-based RSUs with optional deferral/5-year vest, not tied to specific financial or ESG metrics .
- Clawback: Company adopted Dodd-Frank-compliant Incentive Compensation Recovery Policy in 2023, focused on incentive-based compensation for executives (not directors) .
Performance metric table (not applicable to director pay):
| Metric | Weight | Target | Actual | Payout Impact |
|---|---|---|---|---|
| N/A – director RSUs (time-based) | — | — | — | No performance linkage disclosed |
Other Directorships & Interlocks
| Entity | Type | Status | Notes |
|---|---|---|---|
| Capital Senior Living (Sonida) | Public | Former | No current interlock with STXS disclosed |
| Mood Media | Public/Former public | Former | No current interlock with STXS disclosed |
| American Community Properties Trust | Public (historical) | Former | No current interlock with STXS disclosed |
| Presidential Life Corporation | Public (historical) | Former | No current interlock with STXS disclosed |
- Related-party transactions: The proxy describes governance and review procedures for related-party transactions; it does not describe any related-party transaction involving Mr. Levin .
Expertise & Qualifications
- Finance and governance: CFA charterholder; extensive experience evaluating and analyzing financial information; designated audit committee financial expert .
- Education: BS in Management (Finance), Tulane University; completed Harvard Kennedy School program in Investment Decisions and Behavioral Finance .
- Professional affiliations: Member, New York Society of Securities Analysts .
Equity Ownership
Beneficial ownership (as of March 17, 2025):
| Holder | Shares Beneficially Owned | % of Common Stock Outstanding |
|---|---|---|
| Ross Levin | 94,973 | <1% |
Vested vs. unvested (context):
- RSUs outstanding (unvested) at 12/31/2024: 366,059; none vested as of that date .
- Beneficial ownership table excludes RSUs that are not expected to vest within 60 days; thus, the 94,973 figure reflects current beneficially owned common stock (and any exercisable/near-vesting within 60 days), not the unvested RSUs .
Pledging/hedging:
- Proxy references an insider trading policy; it does not specifically outline hedging or pledging prohibitions in the cited sections. Monitoring advisable; policy filed as exhibit to 2024 10-K .
Governance Assessment
Strengths and investor-confidence signals:
- Independent director with audit chair role and SEC-designated audit committee financial expert; strengthens financial oversight and risk monitoring .
- 100% attendance and active committee roles (Audit Chair; Nominating & Governance member) indicate strong engagement .
- Director pay entirely in equity (RSUs), no cash retainers or meeting fees; alignment with shareholders via time-based equity and optional long-duration vesting .
- Board holds regular executive sessions led by the Lead Independent Director, enhancing independent oversight .
Potential risks/areas to monitor:
- Board leadership structure concentrates roles (CEO also Chair); mitigated by Lead Independent Director structure but still a governance consideration .
- Family relationship on Board (Dr. Nathan Fischel is CEO’s father); Dr. Nathan Fischel is not considered independent, though the Board affirms independence of other directors, including Mr. Levin .
- Arbiter Partners affiliation: while no related-party transactions are disclosed, continued monitoring for potential conflicts or trading optics is prudent; company maintains an insider trading policy .
Re-election outlook:
- Mr. Levin is nominated for re-election as a Class III director at the 2025 Annual Meeting; no attendance or independence issues flagged in 2024 .