Yoav Efron
About Yoav Efron
Yoav Efron (age 56) serves as Chief Financial Officer (since January 2018) and Deputy Chief Executive Officer (since May 2024). He holds a B.A. in economics and management from the Hebrew University of Jerusalem . During his tenure as CFO, Actelis reported 2024 revenue of $7.8M (+38% YoY), gross margin expansion to 55% (from 34%), and a net loss improvement to $(4.4)M (from $(6.3)M), with Adjusted EBITDA loss improving to $(3.5)M (from $(6.1)M) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| TriPlay Inc. / eMusic Inc. | Chief Financial Officer | 2012–2017 | CFO for B2C cloud media; oversaw finance and operations |
| Entrepreneur (Energy efficiency) | Founder/Operator | 2010–2014 | Built and led energy efficiency venture |
| Avaya Inc. | Executive finance roles incl. Finance Director | 1998–2010 | Fortune 500 telecom; multiple executive finance positions |
External Roles
- No current public company directorships or external board roles disclosed for Mr. Efron .
Fixed Compensation
Multi-year compensation for Yoav Efron (as reported):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $172,614 | $183,727 | $188,118 |
| Bonus (annual cash) | $85,000 (IPO-related one-time) | $36,500 | $0 |
| Stock Awards (RSUs/PSUs) | $100,000 | $0 | $0 |
| Option Awards | $0 | $0 | $0 |
| All Other Compensation | $26,934 | $16,337 | $18,953 |
| Total | $384,548 | $236,564 | $207,071 |
Notes and structure:
- Approved base salary path: to $187,000 at IPO (May 2022) with performance bonus opportunity of $50,000; 2023 increase to $205,000 was approved but not applied . He received a one-time $85,000 IPO bonus in 2022 and is eligible annually for $100,000 in RSUs, though the 2023 RSU grant was indefinitely delayed .
- 2023 “All Other Compensation” in prior proxy comprised Israeli statutory benefits (education fund $4,887; other social benefits $22,047); 2023 totals shown here are as reported for that year; 2024 “All Other” total is not further broken down in the 2025 proxy .
Performance Compensation
Annual cash incentive and equity outcomes (company did not disclose metric weightings/targets for NEOs):
| Year | Incentive type | Metric(s) | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 | Annual cash bonus | Not disclosed | Not disclosed | Not disclosed | $0 | N/A |
| 2023 | Annual cash bonus | Not disclosed | Not disclosed | Not disclosed | $36,500 | Paid for FY2023 |
| 2022 | One-time bonus | IPO completion | N/A | IPO completed | $85,000 | One-time at IPO |
| 2022 | Annual equity (RSUs) | Time-based | N/A | N/A | $100,000 grant value | RSUs vest over 3 years (see Equity Awards table) |
- The 2025 Equity Incentive Plan permits future performance-based awards tied to metrics such as revenue, EBITDA (as adjusted), operating income, TSR, share price, ROE/ROA, and ESG factors; however, no specific 2024–2025 NEO metric weightings/payout curves are disclosed in the proxies .
Equity Ownership & Alignment
Beneficial ownership and components:
| As-of date | Common shares owned | Options exercisable | RSUs/other | Total beneficial ownership | % of shares outstanding |
|---|---|---|---|---|---|
| June 11, 2024 | 323 | 12,421 | 1,666 RSUs | 14,410 | <1% of 5,008,992 |
| June 13, 2025 | 2,823 | 12,874 | Not disclosed | 15,697 | <1% of 9,211,797 |
Outstanding equity awards (as of Dec 31, 2024):
| Grant type | Exercisable | Unexercisable | Exercise price | Expiration | Vesting terms |
|---|---|---|---|---|---|
| Stock options | 10,700 | — | $1.058 | 02/08/2028 | Fully vested Dec 7, 2021 |
| Stock options | 1,903 | 271 | $13.616 | 05/27/2031 | 25% vested 05/27/2022; remainder monthly thereafter |
| RSUs | — | 834 unvested | — | — | 3 tranches: 05/17/2023, 05/17/2024, 05/17/2025 |
Ownership policies and risk factors:
- Anti-hedging policy prohibits short sales, options, and other hedging/speculative transactions in company stock .
- Stock ownership guidelines: the 2025 Plan requires participants to comply with any company ownership guidelines in place, but specific multiples/thresholds and compliance status are not disclosed .
- Clawback: all awards are subject to the company’s Compensation Recovery (clawback) Policy .
- No pledging restrictions were disclosed; no pledging by Mr. Efron was reported .
Employment Terms
- Employment agreements: at-will agreements (parent and subsidiary) remain in effect; include customary non-competition, confidentiality, and assignment-of-inventions provisions (non-compete enforceability may be limited under applicable law) .
- Compensation terms: post-IPO base salary set at $187,000 with a $50,000 performance bonus opportunity; annual RSU eligibility of $100,000 (2023 grant delayed) .
- Promotion: appointed Deputy Chief Executive Officer effective May 9, 2024, in addition to CFO role .
- Severance/change-in-control: upon a qualifying termination following an acquisition of Actelis, continuation of base salary and company-paid benefits for nine months, paid in regular payroll installments .
- Equity upon change-in-control (plan-level): if awards are not assumed in a change in control, they vest/accelerate in full; if assumed, performance awards convert to service-vesting at “target” performance; committee may also cash out awards at fair value less exercise price .
Compensation Structure Analysis
- Mix skewed to cash in 2023–2024: no equity grants reported for 2023–2024; 2023 RSU grant was indefinitely delayed; 2024 cash bonus was $0 despite improved company financials .
- Governance protections: anti-hedging, clawback policy, and a prohibition on option/SAR repricing without stockholder approval under the 2025 Plan .
- Equity plan refresh: the 2025 Plan authorizes up to 1,899,298 shares (1.8M new + 99,289 remaining from 2015 plan), enabling future performance- and time-based awards to support retention and alignment .
Risk Indicators & Red Flags
- Legal proceedings: no director or officer involvement in relevant legal proceedings disclosed in the past 10 years .
- Related-party transactions: none involving officers/directors since Jan 1, 2024 noted (beyond ordinary compensation agreements) .
- Option repricing: prohibited without shareholder approval under the 2025 Plan .
Investment Implications
- Alignment and retention: Current equity exposure is modest (beneficial ownership <1%) with most near-term RSUs now fully vested as of May 17, 2025; future incentive alignment likely depends on grants under the 2025 Equity Plan (which supports performance conditions and CoC treatment) .
- Selling pressure: The last disclosed RSU tranche vested on May 17, 2025; remaining holdings are largely options (not expiring until 2028/2031), suggesting limited mechanical selling pressure until new awards vest .
- Change-of-control economics: Severance for Mr. Efron appears limited to a qualifying termination following an acquisition (nine months base + benefits), while plan-level equity can accelerate on non-assumption, aligning key management continuity with transaction outcomes .
- Execution track record: The FY2024 step-change in revenue growth (+38%), margin expansion (to 55%), and loss reduction underlines improving operating discipline under the current finance leadership, a constructive signal for incentive payouts if performance metrics are attached to future grants .