Aviv Hillo
Blink ChargingAbout Aviv Hillo
Aviv Hillo, 60, is General Counsel (since June 2018) and EVP – M&A (since May 2022), and has served on Blink’s Board since 2023 . He holds an LL.B. from Tel Aviv University and an LL.M. (cum laude) from Fordham (banking/corporate/finance law), and is a member of the NY and Israeli bars; he is a veteran of the Israeli Defense Forces (retired Major) . Company performance under the current program includes 2024 revenue of $126.2M and a net loss of $(198.1)M, with cumulative TSR value-of-$100 at 74.73; gross margin improved to 32% from 29% YoY . 2024 say‑on‑pay support was 63%; the Compensation Committee is shifting to multi‑year performance equity beginning with 2025 grants .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Schechter Hillo (law firm) | Partner, Co‑founder | 2004–2018 | Corporate controls, governance, M&A advisory |
| K‑Lawyers.com | Chief Executive Officer | 2016–2018 | Built internet legal platform; tech-enabled services exposure |
| Ariel Photonics Assembly Ltd. | Co‑founder & General Counsel | 2007–2015 | Defense photonics startup; IP and corporate structuring |
| LSL Biotechnologies, Inc. | In‑house Counsel | 1998–2006 | Agri‑biotech legal; commercial and IP groundwork |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Balance Labs, Inc. | Former Director | to July 2023 | Disclosed relationship; resigned as director in July 2023 |
| Professional bodies | Member (NY State Bar, Israeli Bar) | N/A | Legal credentials and practice rights |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $377,167 | $423,000 | $443,375 |
| All Other Compensation (benefits, etc.) | $52,206 | $18,972 | $15,233 |
| Tax gross‑ups (noted within All Other) | $32,950 | $0 | $0 |
Notes:
- 2024 target base salary disclosed separately as $430,500 (target level) .
- New employment agreement (effective June 1, 2025–June 1, 2027): base salary $456,000 .
Performance Compensation
Annual Bonus Program – Targets and Outcomes (FY2024)
| Metric | Weight | Target | Actual/Achievement | Percent Achievement | Bonus Payout % |
|---|---|---|---|---|---|
| Revenue (ex‑Blink Mobility) | 20% | ≥$165M | $120.1M | 0% | 0% |
| Gross Margin | 20% | 37% by Q4’24 | 35% | 50% | 10% |
| Adjusted EBITDA (run‑rate) | 25% | Positive by Dec’24 (ex‑Blink Mobility) | Not achieved; cost savings progress | 20% | 5% |
| Technology | 15% | Deploy Blink Global Network; new products; prototype | Blink 2.0 deployed NA/EU | 100% | 15% |
| Customer Satisfaction | 10% | Industry average (PlugShare) | Not met | 0% | 0% |
| Spin‑off of Blink Mobility | 10% | Spin‑off by Q3’24 | S‑1 filed | 100% | 10% |
| Total | 100% | — | — | — | 40% initial; equity tranche later adjusted to 20% (cash paid at 40%) |
Individual Payouts and Targets (FY2024)
| Item | Target Bonus % of Salary | Target ($) | Actual Cash Paid ($) |
|---|---|---|---|
| Aviv Hillo | 50% | $215,250 | $86,100 |
Equity Awards and Vesting
- 2024 grants (issued April 5, 2024 for 2023 performance): RSUs grant‑date value $206,230; per agreement for Hillo, 50% vests immediately at grant; 50% over 3 years (1/3 annually) .
- 2025 grants (issued May 2025 for 2024 performance): RSUs grant‑date value $43,050; equity tranche reduced to 20% to offset bonus recalibration; will be disclosed in 2026 proxy .
- Beginning with 2025 program, performance-based equity measured over a three‑year period (shift from one‑year measurement) .
Equity Ownership & Alignment
Beneficial Ownership (as of April 30, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Aviv Hillo | 246,257 (incl. 76,977 options; 49,635 RSUs within 60 days) | <1% |
Outstanding Awards and Key Vesting Dates (as of 12/31/2024)
| Award Type | Quantity | Strike/Type | Vesting Schedule / Notes |
|---|---|---|---|
| Stock Options (legacy grants) | 3,879 @ $3.13 (2019); 16,517/16,286 @ $1.83 (2020); 990/991 @ $40.82 (2021) | Options | Standard expiries; exercisable tranches per grant |
| Stock Options (sign‑on) | 12,441 + 12,441 + 12,441 @ $15.70 (5/17/2022) | Options | Vests in equal 1/3 annual increments on each anniversary |
| RSUs (2022 grant) | 2,067 | RSU | Vests in full on 3/21/2025; COC immediate vesting |
| RSUs (2023 grant) | 8,507 | RSU | Vesting on 3/15/2025 and 3/15/2026 (equal tranches); COC immediate vesting |
| RSUs (2024 grant) | 37,227 | RSU | 50% on 4/5/2025; 50% over 3 years (1/3 annually on 4/5/2025–2027); COC immediate vesting |
Policy alignment:
- Hedging and pledging prohibitions apply to directors/officers/employees (no pledging of Blink securities) .
- Executive ownership guidelines: Company disclosed adoption of NEO ownership guidelines in 2024 , but 2025 CD&A states no specific executive share retention/ownership guidelines are in place, indicating an inconsistency/transition in policy .
Insider activity indicators:
- 2024 vested shares for Hillo totaled 15,767 (value $47,781), indicating periodic taxable vest events; future vest dates (March/April 2025–2027) can create predictable supply from tax withholding or liquidity needs .
Employment Terms
| Term | 2022 Agreement (to May 31, 2025) | 2025 Agreement (effective June 1, 2025–June 1, 2027) |
|---|---|---|
| Base Salary | $390,000 initial (salary grew to ~$430.5k by 2024 target) | $456,000 |
| Target Cash Bonus | Up to 50% of base salary (KPIs) | 55% of base salary under STI Plan (prorated in 2025) |
| Target Equity (LTI) | 50% of salary in restricted stock; 50% immediate vest; 50% over 3 years (1/3 annually) | 55% of salary in RSUs: 50% performance‑based (4 equal installments upon stock‑price thresholds), 50% time‑based (1/3 annually); one‑time $100k RS award (1/3 annually) |
| Severance (no cause) | Cash severance = months worked under agreement, capped at 12 months salary | Not separately stated beyond 2025 plan economics; STI/LTI subject to clawback; standard terms otherwise per company practice |
| Change‑of‑Control | 2.99x base salary if role lost/diminished/comp cut or termination w/o cause during process or within 1 year after close; all RS and options vest on COC | STI/LTI awards under 2025 plan subject to plan terms; 2025 description focuses on structure; historical COC terms in prior agreement remain key reference |
| Other | EV/auto insurance allowance up to $1,500/month; benefits per policy | Clawback applies; bonus/RSUs under STI/LTI; allowance not reiterated |
Governance policies relevant to employment:
- Clawback: Nasdaq‑aligned (restatement recoupment, no‑fault, 3‑year lookback) adopted Dec 2023 ; Board retains broader clawback discretion as well .
- No tax gross‑ups on new awards (ended for awards vesting 2024+); Hillo received gross‑ups on legacy awards in 2022 only .
Board Governance
- Director since 2023; not independent (employee director) .
- Committee: Growth & Strategy Committee member; committee includes two management directors (Battaglia, Hillo); chaired by independent director .
- Attendance: In 2024, each Board/committee member attended ≥75% of meetings; Board met 11 times and took 9 unanimous consents .
- Director pay: Employee directors do not receive separate director compensation under the 2022 Board Plan (only non‑employees are paid retainers/equity) .
Independence and dual‑role considerations:
- As a management director on Growth & Strategy, Hillo participates in strategy/governmental affairs oversight with another executive; all other standing committees are independent .
Compensation Structure Analysis
- Cash vs equity mix: For 2024, target cash bonus 50% of salary; equity targeted at 50% of salary, with half immediate vesting for Hillo—lower performance risk than performance‑conditioned grants .
- Shift to RSUs and multi‑year performance: Starting 2025, performance‑based equity measured over three years with stock‑price hurdles, increasing at‑risk component duration; clearer pay‑performance linkage after investor feedback (63% say‑on‑pay in 2024) .
- Discretionary adjustments: 2024 equity tranche reduced from 40% to 20% to reflect subsequent performance reassessment; cash already paid at 40% .
- Consultant/peer group: Korn Ferry advises; peer set includes Allego, Beam Global, ChargePoint, EVgo, Nuvve, Tritium, Wallbox (EV charging adjacents) .
Director Compensation (Employee Director Treatment)
- Under the Board plan, employee directors receive no additional retainers or director equity; only non‑employee directors receive retainers and annual RSU awards .
Say‑on‑Pay & Shareholder Feedback
- Support: 63% in 2024 (below Board expectations) .
- Response: Enhanced CD&A clarity; converted performance equity to three‑year measurement beginning with 2025 awards; commitment to improve disclosures and program structure .
Related Party Transactions and Conflicts
- 2024: No reportable related‑party transactions .
- 2023: Prior disclosure of services/roles connected to Balance Labs (controlled by former CEO); Hillo resigned as a Balance Labs director in July 2023 .
Risk Indicators & Red Flags
- Dual‑role/independence: Non‑independent director serving on Growth & Strategy with another executive; mitigated by independent chair/committees .
- Say‑on‑pay pressure: 63% approval indicates investor scrutiny of pay‑performance alignment .
- Hedging/pledging: Prohibited (helps alignment) .
- Clawback: Robust (restatement no‑fault) .
- Organizational turnover: CFO announced departure effective June 2, 2025 (Item 5.02) – potential continuity/finance risk .
- Policy inconsistency: 2024 adoption of executive ownership guidelines vs 2025 disclosure of no specific guidelines—clarity needed .
Multi‑Year Compensation Summary (NEO-level for Hillo)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $377,167 | $423,000 | $443,375 |
| Stock Awards | $701,807 | $197,790 | $206,230 |
| Non‑Equity Incentive (Annual Bonus) | $197,790 | $206,230 | $86,100 |
| All Other Compensation | $52,206 | $18,972 | $15,233 |
| Total | $1,328,970 | $845,992 | $750,938 |
Performance & Track Record
- 2024 operational highlights: gross margin to 32% (from 29%); service revenue +32%; energy disbursed +116%; O&O chargers reached 6,867; operating cash burn reduced 51%; comp expenses reduced 37%; full NACS/CCS product line .
- Q1’25 cadence: service revenue +29% to $10.6M; gross profit 35.5%; OpEx down 7.9% to $28.5M; adjusted EBITDA loss $15.5M; cash and securities $42M, no cash debt (3/31/25) .
- Strategic actions: Launch of Blink Forward strategy; DCFC owner‑operator focus; energy storage (Create Energy NanoGrid) collaboration; product portfolio repositioning for value segment .
These company outcomes form the backdrop for Hillo’s legal/M&A remit and evolving incentive metrics.
Compensation Committee Analysis
- Consultant: Korn Ferry engaged; independence affirmed .
- Peer group: Allego, Beam Global, ChargePoint, EVgo, Nuvve, Tritium, Wallbox (size/industry aligned) .
- Committee composition: Independent directors; met eight times in 2024 .
Board Governance Details (Director Service)
| Attribute | Status |
|---|---|
| Director since | 2023 |
| Independence | Not independent (employee) |
| Committees | Growth & Strategy (member) |
| Committee chairs | None (committee chaired by independent director) |
| Board attendance (2024) | ≥75% for all Directors; 11 meetings; 9 unanimous consents |
| Director pay (employee) | No additional pay; non‑employee Board Plan only |
| Executive sessions | Independent directors meet regularly without management |
Investment Implications
- Alignment and retention: The 2025 agreement increases Hillo’s at‑risk pay via a 55% STI/LTI structure and introduces multi‑year, stock‑price‑contingent RSUs—improving pay‑for‑performance duration, but half of LTI remains time‑based, and 2024 equity tranche was adjusted downward retroactively (optics risk) .
- Selling pressure: Predictable vest dates (Mar/Apr 2025–2027) and immediate‑vesting features on prior grants can create intermittent supply (tax withholding/vesting liquidity) .
- Change‑of‑control economics: 2.99x base salary CoC protection and full equity acceleration may incentivize transaction receptivity; double‑trigger terms mitigate some concerns .
- Governance: Dual role (executive + director) and service on a committee with management participants reduce formal independence; mitigated by independent chair/committees and hedging/pledging bans .
- Program trajectory: Investor feedback (63% say‑on‑pay) drove a shift to three‑year performance measurement; tracking execution against these metrics over 2025–2027 will be a key signal for long‑term alignment .