Tuvia Barlev
About Tuvia Barlev
Chairman and Chief Executive Officer of Actelis Networks (ASNS); age 63; founder (1998), Chairman since 2010, CEO since 2013, previously CEO until 2010 . Education: BSc and MSEE, Tel Aviv University, both Summa Cum Laude . 2024 corporate performance under his leadership: revenue +38% to $7.8M, gross margin expanded to 55%, net loss improved to $4.4M, Adjusted EBITDA loss improved to $3.5M . Strategic focus on cyber-hardened networking (DoD approvals, FIPS certifications) and SaaS MetaShield launch .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Actelis Networks | Founder | 1998–present | Founded company; long-tenured CEO and Chairman guiding IoT, federal/DoD expansion . |
| Teledata (acquired by ADC) | Head of R&D | 1996–1998 | Led R&D at global DLC supplier; core telecom engineering credentials . |
| Superfish Inc. | Founder, Chairman/Acting CEO | 2007–2015 | Visual search technology; serial entrepreneurship breadth . |
| Leyden Energy | Founder/Chairman/Acting CEO | 2010–2012 | Breakthrough battery technology; energy-tech exposure . |
| Adyounet Inc. | Founder/Chairman/Acting CEO | 2006–2009 | Direct marketing over the web; commercialization experience . |
| SafePeak LTD. | Founder/Chairman/Acting CEO | 2011–2012 | Big Data acceleration; cloud/infrastructure expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Multiple startups (Superfish, Leyden, Adyounet, SafePeak) | Founder/Chairman/Acting CEO | 2006–2015 | Built domain breadth across software, energy, and data acceleration . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 298,000 | 298,188 |
| All Other Compensation ($) | 13,834 | 25,066 |
| Total ($) | 475,885 | 323,254 |
Notes:
- Although a salary increase to $330,000 was approved in May 2023, Barlev chose not to apply the increase; RSU grants approved in 2023 were indefinitely delayed by the board in Sept 2023 .
Performance Compensation
| Component | Metric/Terms | 2023 | 2024 | Vesting/Notes |
|---|---|---|---|---|
| Annual Bonus ($) | Company performance (not explicitly metric-tied) | 163,000 | — | Discretionary; no explicit metric disclosure. |
| RSUs (grant/holding) | 2015 Plan grants; RSUs vest in 3 annual equal tranches | Approved 27,500 RSUs in May 2023, grant delayed indefinitely in Sept 2023 | Unvested 4,167 RSUs at 12/31/2024, vesting on 5/17/2025; market value $4,667 | Standard 3-tranche vesting dates: 5/17/2023, 5/17/2024, 5/17/2025 . |
| 2025 Equity Incentive Plan | Plan-level performance objectives (revenue, EBITDA, TSR, ESG, etc.) | N/A | Approved at 2025 annual meeting; plan permits performance awards; metrics enumerated at plan level | Metrics list includes revenue, EBITDA (as adjusted), TSR, share price, ROE/ROA, market share, ESG, etc. . |
Observations:
- No 2024 bonus paid despite strong 2024 corporate results; equity grants to NEOs not made in 2024 per policy .
- 2025 Plan introduces structured performance criteria and change-in-control treatment for awards (assumption/vest acceleration if not assumed) and prohibits repricing without stockholder approval .
Equity Ownership & Alignment
| Category | Details |
|---|---|
| Beneficial Ownership (June 13, 2025) | 178,768 shares, 1.9% of outstanding . |
| Composition | 161,539 directly held; 8,325 shares issuable upon RSU vesting; 8,965 shares purchased under a 10b5-1 plan . |
| Unvested RSUs (Dec 31, 2024) | 4,167 RSUs unvested; vesting on 5/17/2025; market value $4,667 . |
| Options | None listed for Barlev in outstanding awards table . |
| Ownership Guidelines | Company maintains stock ownership guidelines (stock retention requirements), specifics not disclosed . |
| Anti-hedging | Insider trading policy prohibits short sales, transactions in put/call options, hedging or speculative transactions in company stock . |
| Pledging | No pledging by executives disclosed; note investor transaction agreements allow pledging of private placement securities by purchasers, not executives . |
Alignment signal:
- 10b5-1 purchases and continuing RSU vesting indicate ongoing equity exposure and alignment .
- Anti-hedging policy strengthens alignment by prohibiting hedging .
Employment Terms
| Provision | CEO Agreement Details |
|---|---|
| Employment Agreement | At-will; originally dated Feb 15, 2015; remains in effect . |
| Salary and Equity | IPO-linked salary increase to $300,000 (May 2022) with performance bonus opportunity $260,000; $125,000 IPO bonus; annual RSUs of $500,000 entitlement (2023 not granted) . May 2023 salary increase to $330,000 approved; Barlev declined; additional RSUs delayed . |
| Severance | If terminated without Cause, resigns for Good Reason, death or permanent disability: continuation of base salary and benefits for 9 months, paid on normal payroll cycle . |
| Change-of-Control (Awards) | Under 2025 Plan: if awards not assumed in a Change in Control, outstanding awards fully vest/exercise; if assumed, performance awards convert to service-vesting at target; committee may cash-out awards (fair value less exercise price) . |
| Clawback | Company Compensation Recovery Policy applies to awards; subject to forfeiture/repayment per policy . |
| Non-Compete/Confidentiality | Customary non-compete/confidentiality/assignment of inventions; enforceability of non-competes may be limited under applicable law . |
Board Governance & Director Compensation
- Roles: Dual role as Chairman and CEO; board committees comprised entirely of independent directors (Audit Chair: Gideon Marks; Compensation Chair: Julie Kunstler; Nominating/Governance Chair: Niel Ransom) .
- Meetings/Attendance: Board met 12 times in FY2024; each director attended at least 80%; none attended the 2024 annual meeting; directors encouraged to attend .
- Independence: Independent status of committee members confirmed; one Class III seat for Barlev (non-independent) .
- Director Pay: Policy—$10,000 annual cash retainer for board service; $2,000 annual committee membership; +$3,000 for committee chair; historical RSU practices for former directors noted (36-month vest; $100,000 annual RSU grants post-IPO subject to plan availability). 2024 director fees paid to several departing/entering directors; e.g., Marks $11,875 cash .
Governance implications:
- CEO+Chairman concentration heightens need for strong independent committee leadership and robust executive sessions; committees appear to be fully independent with defined charters .
- Anti-hedging, clawback, no-repricing without shareholder approval, and codified CoC award treatment indicate improving governance posture .
Investment Implications
- Pay-for-performance alignment mixed: 2024 showed strong corporate improvement (revenue +38%, margin +21 pts), but no annual bonus was paid and equity grants to NEOs were not made; suggests conservative cash discipline and potential underweight variable pay, which may reduce near-term selling pressure but could weaken performance incentives if sustained .
- Retention risk moderate: Severance (9 months) is standard; 2025 plan adds performance award structures and CoC protections, aiding retention in a sale scenario; anti-hedging and ownership guidelines strengthen alignment .
- Insider selling pressure: RSU vesting completed May 17, 2025; beneficial ownership includes 10b5-1 purchases, with no disclosed pledging; limited option overhang for CEO reduces forced sale risk relative to options .
- Governance: Dual role (CEO/Chairman) presents independence concerns; mitigated by all-independent committees and explicit charters; no LID disclosed—investors may prefer added independent board leadership .
- Strategic execution credibility: DoD certifications, MetaShield SaaS launch, and improved financials bolster value creation narrative; 2025 Equity Plan formalizes performance metrics (revenue/EBITDA/TSR/ESG) enabling tighter P4P design going forward .
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