Noam Kenig
About Noam Kenig
Noam Kenig is the Chief Executive Officer and a director of VisionWave (the BNIX merger target and post-combination parent), age 47, with 20+ years building AI-driven defense and imaging companies; he studied Computer Science & Engineering alongside business studies at CSUN . He was not listed as a BNIX officer/director prior to the merger; post-combination he serves on the VisionWave board as a non-independent director (executive) . The business combination closed on July 14, 2025, at which time VisionWave Holdings began trading (ticker “VWAV”) and Kenig was CEO of VisionWave Holdings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AerialX Drone Solutions Inc. | Founder & CEO | 2012–2024 | Built UAS solutions for military/homeland security; global partnerships |
| Viooa Imaging Technologies Inc. | Founder & CEO | 2015–2024 | Developed AI imaging devices with event-based sensors; defense approvals |
| ReStoring Data Inc. | Co‑Founder & CEO | 2006–2024 | Data recovery and digital forensics; award-winning operations |
| VisionWave Technologies (pre‑merger) | CEO; to become CEO/Director of VisionWave post‑close | 2024–present | Named CEO/Director at closing of BNIX merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VisionWave Holdings Inc. (post-merger public company) | Director (non‑independent) | 2025–present | Not assigned to Audit, Compensation, or Nominating committees; Douglas Davis and Noam Kenig are the non‑independent directors . |
Board Governance
- Independence: Non‑independent director; an executive of the company .
- Committees: Not on Audit, Compensation, or Nominating & Governance (Audit: Ravid-Chair, Hansen, Shuss; Compensation: Shuss-Chair, Ravid, Hansen; Nominating: Shuss-Chair, Ravid, Hansen) .
- Attendance: Not disclosed in BNIX or S‑4 materials.
- Years of service: Service expected to commence at closing; business combination closed July 14, 2025 .
- Leadership: CEO of VisionWave/ VisionWave Holdings; not Lead Independent Director (not independent) .
Fixed Compensation
| Component | Latest Disclosed Detail | Source |
|---|---|---|
| Base salary | Not disclosed; post-combination executive pay program to be established | |
| Target bonus % | Not disclosed | |
| Actual bonus | Not disclosed | |
| Director cash retainer | Not disclosed; directors may be paid consulting/management fees after closing (no cap set) |
Performance Compensation
| Component | Structure/Metric | Grant Date | Amount/Shares | Vesting | Source |
|---|---|---|---|---|---|
| Equity under Incentive Plan | Anticipated long-term equity-based awards post‑combination (RSUs/options) if plan approved; specific performance metrics TBD | TBD | TBD | TBD | |
| Performance metrics (revenue/EBITDA/TSR/ESG) | Not disclosed | — | — | — |
Note: S‑4 indicates compensation (including equity) will be set by a committee of independent directors after closing; details not finalized at time of filing .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Notes |
|---|---|---|---|
| VisionWave Holdings Inc. | Director (non‑independent) | None | Executive (CEO); not independent . |
| Other current public company boards | None disclosed | — | No other public directorships noted in biography . |
Expertise & Qualifications
- Domain expertise: AI, autonomous systems, defense-grade imaging and sensors; multiple patents; global defense approvals in prior ventures .
- Executive experience: Founder/CEO across three technology companies; micro-cap public company experience noted by filer .
- Education: Studied Computer Science & Engineering with business studies at CSUN .
- Key-person risk: Company cites dependence on Kenig as CEO post‑combination .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Individual beneficial ownership (pre‑close BNIX) | Not listed among BNIX officers/directors as of Feb 12, 2025 | |
| Individual beneficial ownership (post‑close VisionWave) | Not individually broken out in S‑4; Target insiders may receive grants under the 2024 plan subject to approval | |
| Aggregate Target stockholders ownership (post‑close, excluding warrant dilution) | 62.6% (no additional redemptions) to 63.0% (max redemptions) | |
| Aggregate Target stockholders ownership (post‑close, including warrant effects) | 41.5% (no additional redemptions) to 41.6% (max redemptions) | |
| Shares pledged/hedged | No pledging/hedging disclosures specific to Kenig | (No specific disclosure in S‑4) |
Related-Party Transactions and Conflicts
- Target insiders (including Kenig) may be reimbursed for reasonable out‑of‑pocket expenses in connection with closing, and, subject to plan approval, may receive equity awards under the 2024 plan .
- Directors or management who continue post‑combination may be paid consulting or management fees; no limit established; compensation to be set by independent directors/committee .
- Board evaluated potential conflicts and concluded benefits outweigh risks in approving the merger .
Insider Trades (Forms 4)
| Period | Transactions | Notes |
|---|---|---|
| Last 24 months (pre‑close) | None disclosed for Kenig in BNIX/merger filings; no Form 4 data presented in S‑4/proxies |
Governance Assessment
- Independence and committee roles: Kenig is an executive, non‑independent director and is not assigned to key oversight committees; this limits his direct role in audit/comp best‑practice oversight and concentrates governance in independent directors for those functions .
- Compensation transparency: Executive/director pay structures (including base, bonus metrics, equity levels, clawbacks) are not disclosed pre‑close; S‑4 indicates programs will be designed post‑closing and may include consulting/management fees and equity grants under the new plan .
- Ownership alignment: Individual post‑close ownership for Kenig is not broken out; Target stockholders as a group hold a controlling stake post‑close, indicating management-aligned ownership at the cohort level, but investor visibility into Kenig’s specific “skin‑in‑the‑game” remains limited until post‑close filings .
- Key-person reliance: Company highlights dependence on Kenig as CEO (key-man risk), underscoring his centrality to execution .
RED FLAGS
- Non‑independence and executive status (Kenig) coupled with the possibility of director consulting/management fees post‑combination without preset caps; compensation and performance metrics TBD post‑close (reduced transparency ex‑ante) .
- Lack of disclosed individual ownership, pledging status, vesting schedules, and Form 4 history pre‑close (monitor post‑close filings for clarity) .
Footnotes
- BNIX pre‑close beneficial ownership table (as of Feb 12, 2025) lists BNIX officers/directors and 5% holders; Kenig is not included, consistent with his role as Target CEO pre‑merger .
- Post‑close, VisionWave Holdings and its governance committees were established; Douglas Davis and Noam Kenig designated non‑independent, with independent directors staffing Audit, Compensation, and Nominating committees .
- The merger closed on July 14, 2025; VisionWave Holdings trades as “VWAV” and Kenig was CEO upon closing .