Gideon Marks
About Gideon Marks
Independent Class I director of Actelis Networks, Inc. (ASNS), age 70, serving since May 15, 2024; term expires at the 2026 annual meeting . Designated by the Board as an audit committee financial expert and currently chairs the Audit Committee . Background includes >35 years in technology finance and corporate development; B.A. in Economics and MBA in Finance from Tel Aviv University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lannet Data Communications Ltd. | Chief Financial Officer | Not disclosed | Took company public on Nasdaq |
| Radcom Ltd. (Nasdaq: RDCM) | Chief Financial Officer | Not disclosed | Took company public on Nasdaq |
| Silicom Ltd. (Nasdaq: SILC) | Chief Financial Officer | Not disclosed | Took company public on Nasdaq |
| Radnet Inc. | Chief Financial Officer | Not disclosed | Led to acquisition |
| RealTime Image, Ltd. | Chief Financial Officer | Not disclosed | Led to acquisition |
| Adamind Ltd. | Chief Financial Officer | Not disclosed | Led to acquisition |
| Net Optics, Inc. | Chief Financial Officer | Not disclosed | Led to acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deepdub, Inc. | Advisory Board Member | Since Jul 2023 | Dubbing and voice-over localization company |
| DogLog | Co-founder | Since Jan 2018 | Consumer app focused on dogs’ life management |
| Google for Startups Accelerator | Mentor | Since Jan 2018 | Startup mentorship |
Board Governance
- Board classification: Class I (Marks and Julie Kunstler), term expires at 2026 annual meeting; Class II: Niel Ransom; Class III: Tuvia Barlev .
- Independence: Marks is independent under Nasdaq rules .
- Committees: Audit (Chair: Marks), Compensation (Chair: Kunstler; members: Ransom, Kunstler, Marks), Nominating & Corporate Governance (Chair: Ransom; members: Ransom, Kunstler, Marks) .
- Audit committee financial expert: Board determined Marks is the audit committee financial expert .
- Attendance: Board met 12 times in FY 2024; each director attended at least 80% of Board meetings; none attended the 2024 annual meeting . Audit committee met 4 times; each member attended at least 80% . Compensation committee met once; each member attended at least 80% . Nominating committee met once; each member attended .
- Policies: Anti-hedging policy prohibiting short sales, options, hedging or speculative transactions in company stock for directors and employees . Indemnification agreements in place for directors; D&O insurance maintained .
Fixed Compensation
| Item | Amount/Policy | Period/Notes |
|---|---|---|
| Cash fees earned (Marks) | $11,875 | FY 2024; joined May 15, 2024 |
| Annual Board cash retainer | $10,000 | Non-employee directors |
| Committee membership fee | $2,000 | Per committee annually |
| Committee chair premium | $3,000 | Per committee annually |
Performance Compensation
- Equity plan: Actelis 2025 Equity Incentive Plan submitted for approval; authorizes equity awards for directors, officers, employees and consultants with plan share limit of 1,899,298 (1,800,000 new + 99,289 remaining under 2015 Plan) . Director annual total compensation (cash + equity grant-date fair value) capped at $750,000, excluding Board chair/vice chair .
- Clawback: Awards subject to forfeiture/repayment under the Company’s Compensation Recovery Policy .
- Change-of-control: If awards are assumed, performance awards convert to service-vesting at “target,” continue to vest; if not assumed, outstanding awards become fully exercisable/vested and restrictions lapse; Committee may cancel awards for cash/stock equal to intrinsic value .
- Compensation timing: Company did not grant equity awards to named executive officers or board members during FY 2024; any grants under the 2025 Plan are at Compensation Committee discretion .
Performance metric framework (Plan-defined; used at Committee discretion):
| Metric Category | Examples |
|---|---|
| Financial | Revenue; EBITDA (as adjusted); operating income; net earnings; cash flow; EPS; ROE; ROA; ROC; asset growth; expense levels |
| Market | Share price performance; total stockholder return; market share/penetration |
| Strategic/ESG | Business expansion (M&A/divestitures); environmental, social, governance metrics |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Marks .
- Prior public company involvement: CFO roles at Lannet, Radcom (RDCM), Silicom (SILC) with Nasdaq IPOs; not disclosed as current director roles .
- Related-party/transactions: No related-party transactions above threshold since Jan 1, 2024 involving directors or officers, including Marks .
Expertise & Qualifications
- Capital markets: CFO experience taking three companies public on Nasdaq; four successful acquisitions as CFO .
- Functional expertise: Financial, business and corporate development leadership in technology companies .
- Audit competency: Designated audit committee financial expert by the Board .
- Education: B.A. in Economics and MBA in Finance, Tel Aviv University .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jun 13, 2025 | 0 (—) | — | Listed as “—” in ownership table |
| Sep 8, 2025 | 0 (—) | — | Listed as “—” in ownership table |
- Ownership policies: Stock ownership guidelines apply to award recipients; details not specified in proxy .
- Hedging/Pledging: Hedging prohibited; no pledging disclosures found .
Governance Assessment
- Strengths: Independent director; chairs Audit Committee; designated audit committee financial expert—supports financial oversight during a period of capital structure actions (private placement, warrant inducement, reverse split discussions) .
- Engagement: Attended at least 80% of Board and committee meetings in FY 2024 (committee-level attendance met/80% threshold) .
- Alignment risk: No beneficial ownership disclosed as of June 13, 2025 and September 8, 2025—low “skin in the game” relative to ownership alignment expectations .
- Meeting participation red flag: None of the directors attended the 2024 annual meeting—negative signal for shareholder engagement norms .
- Pay structure: Director compensation primarily cash-based in 2024; equity grants for directors contingent on the 2025 Plan and committee discretion—limited at-risk equity exposure evident for Marks in 2024 .
- Policy safeguards: Anti-hedging policy and clawback provisions apply to directors/award recipients—positive governance controls .