Niel Ransom
About Niel Ransom
Dr. Niel Maurice Ransom, age 75, joined Actelis Networks’ board effective February 1, 2025, serving as an independent Class II director with five decades of experience in communications, networking, and venture investing; he holds a Ph.D. in Electrical Engineering (University of Notre Dame), BSEE/MSEE (Old Dominion University), and an MBA (University of Chicago). His board tenure began following the retirement of Director Joseph Moscovitz; Actelis’ board determined he is independent under Nasdaq/SEC rules and appointed him to the audit and nominations/corporate governance committees, chairing the latter .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcatel (global telecom equipment) | Worldwide Chief Technology Officer; Executive Committee member | Prior roles pre-2005 | Led research, corporate strategy, IP, and R&D investment |
| BellSouth | Director, Advanced Technology Systems Center | Early career | Led advanced technology initiatives |
| Bell Laboratories | Voice/data switching R&D leadership | Early career | Directed applied research and development |
| Ransomshire Associates, Inc. | Principal/Founder (advisory) | Since 2005 | Strategic advisory to networking and deep-tech firms |
| Saguna Networks | Chairman | Prior to 2018 | Mobile edge computing strategy and governance |
| Teknovus | Chairman | Prior to 2010 | Fiber-to-the-home semiconductor governance |
External Roles
| Company | Role | Public/Private | Tenure |
|---|---|---|---|
| Radisys Corp (NASDAQ: RSYS) | Director | Public | Aug 2010 – Jun 2018 |
| Cyan, Inc (NYSE: CYNI) | Director | Public | Jun 2009 – Aug 2015 |
| Applied Micro Circuits (NASDAQ: AMCC) | Director | Public | Jul 2006 – Aug 2009 |
| ECI Telecom (NASDAQ: ECIL) | Director | Public | Jun 2006 – Sep 2007 |
| Celesta Capital | Partner | Private VC | 2018 – 2024 |
| Kbro (Taiwan CATV) | Director | Private | Prior service (dates not disclosed) |
| CoreOptics | Director | Private | Prior service (dates not disclosed) |
| Turin Networks | Director | Private | Prior service (dates not disclosed) |
| Overture Networks | Director | Private | Prior service (dates not disclosed) |
| DesignArt Networks | Director | Private | Prior service (dates not disclosed) |
| Capella Photonics | Director | Private | Prior service (dates not disclosed) |
| OPNT | Director | Private | Prior service (dates not disclosed) |
| Polatis | Director | Private | Prior service (dates not disclosed) |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Nominations and Corporate Governance Committee member and Chair .
- Independence: Board determined Ransom is “independent” under Nasdaq/SEC standards .
- Attendance: In FY2024, the board met 12 times; each member attended at least 80% of board meetings. Audit Committee met 4 times; Compensation Committee met once; Nominating & Corporate Governance met once—each member attended at least 80% of respective meetings. Notably, none of the directors attended the 2024 annual meeting of stockholders .
- Classified board structure: Ransom is Class II (term to 2027 annual meeting) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual board cash retainer | $10,000 | |
| Committee membership fee (per committee) | $2,000 | |
| Committee chair fee (standard) | $3,000 per chair | |
| Audit chair fee (appointment 8-K reference) | $5,000 if audit chair (Actelis disclosure) |
- Under policy, a director serving on three committees and chairing one would receive $10,000 + (3 × $2,000) + $3,000 = $19,000 in annual cash fees; cash totals shown for legacy non-employee directors in 2024 align with this structure .
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting/Performance Metrics |
|---|---|---|---|
| Restricted Stock (Form 4 event) | Sep 12, 2025 | 138,889 shares (reported) | Vesting terms not disclosed; no director-specific performance metrics disclosed in proxy. Company’s 2025 Plan allows performance awards (e.g., revenue, EBITDA, TSR, ESG) but no use disclosed for director grants . |
- Actelis’ 2025 Equity Incentive Plan authorizes RSUs/options/SARs/performance awards and includes change-of-control treatment and clawback policy; however, specific director performance metrics/targets for Ransom are not disclosed .
Other Directorships & Interlocks
| Company | Overlap With ASNS (Competitor/Supplier/Customer) | Potential Conflict |
|---|---|---|
| Radisys, Cyan, Applied Micro, ECI Telecom | Telecom/networking ecosystem | Historical roles; no current disclosed business with ASNS; Company states no related-party transactions involving Ransom under Item 404(a) . |
Expertise & Qualifications
- Deep technical leadership in optical, access networking, and edge computing; extensive board and venture experience, aligning with Actelis’ secure networking focus .
- Academic credentials include Ph.D. (Notre Dame), MBA (Chicago), and BSEE/MSEE (Old Dominion) .
- Designated committee experience across audit, compensation, and governance, with chair role in nominations/governance .
Equity Ownership
| As-of Date | Beneficial Ownership (Common Shares) | % Outstanding | Notes |
|---|---|---|---|
| June 13, 2025 (proxy record date) | — (none reported) | — | Directors Ransom/Kunstler/Marks reported “—” holdings at record date |
| Nov 6, 2025 filing (transaction dated Sep 12, 2025) | 138,889 restricted shares acquired (reported on Form 4) | N/A | Director filing; value/vesting not disclosed; improves alignment vs. initial “—” status |
- Ownership guidelines: Company maintains stock ownership/retention guidelines under the 2025 Plan; compliance status for directors not disclosed .
- Anti-hedging: Directors prohibited from short sales, options, or hedging transactions in company stock .
- Pledging: No pledging disclosures for Ransom; none indicated in beneficial ownership tables .
Insider Trades (Form 4 Summary)
| Filing Date | Transaction Date | Title | Transaction | Shares |
|---|---|---|---|---|
| Nov 6, 2025 | Sep 12, 2025 | Director | Acquisition of restricted stock (Form 4) | 138,889 |
Governance Assessment
- Board effectiveness: Ransom’s appointment adds seasoned governance and industry expertise; he chairs the nominations/governance committee and serves on audit/compensation, reinforcing board oversight across key areas .
- Independence & conflicts: Board affirmed independence; company reports no related-party transactions involving Ransom, and 8-K states no Item 404(a) interests—favorable for investor confidence .
- Engagement signals: Generic attendance disclosure indicates ≥80% attendance at 2024 meetings; however, no directors attended the 2024 annual meeting, a potential engagement concern to monitor in 2025/2026 .
- Compensation alignment: Cash director pay is modest; the recorded restricted stock acquisition in 2025 improves alignment vs. zero ownership at June 2025 record date. Performance-linked metrics for director awards are not disclosed, but plan permits robust performance structures and includes clawback/change-of-control provisions—neutral-to-positive governance signal .
- RED FLAGS: Absent attendance at the 2024 annual meeting for all directors suggests weak shareholder-facing engagement; confirm improvement in 2025. Also reconcile committee chair fee disclosures (audit chair fee reference vs. audit chair identified as Gideon Marks) to ensure pay accuracy and transparency .
Overall, Ransom strengthens ASNS board governance through independent oversight and relevant technical/industry expertise; ownership alignment improved post-Form 4, and no conflicts are disclosed. Continued monitoring of director meeting attendance/annual meeting participation and clarity on committee chair compensation is warranted .