Yossi Attia
About Yossi Attia
Yossi Attia, age 62, is Founder and Chief Operating Officer (COO) of VisionWave Technologies (the de‑SPAC “Target”) and is expected to serve as COO of VisionWave post‑combination; he resigned his director seat at VisionWave Holdings to satisfy Nasdaq independence requirements but continues as COO . He holds a BA in economics and marketing from Haifa University and an MBA from Pepperdine University, and earlier held senior investment roles at Interfirst Capital (SVP, 1996–2000), Sutro & Co. (SVP, 1994–1996), and Prudential Securities (VP, 1992–1994) . VisionWave is a pre‑commercial stage technology company; there are no disclosed operating TSR, revenue growth, or EBITDA growth metrics attributable to Attia’s tenure at this stage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VisionWave Technologies (Target) | Founder; Chief Operating Officer; Director (pre‑closing) | Since inception (Target incorporated Mar 20, 2024) | Co‑founded operating entity brought into BNIX business combination; operational leadership in early stage . |
| Interfirst Capital | SVP, Investments | 1996–2000 | Led investment activities; finance and capital markets expertise . |
| Sutro & Co. | SVP | 1994–1996 | Senior investment banking/brokerage responsibilities . |
| Prudential Securities | VP, Investments | 1992–1994 | Investment management and client coverage . |
| Self‑employed (Real Estate) | Real estate developer | Since 2000 | Entrepreneurial development and investing activities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stanley Hills, LLC | Managing Member (signatory capacity) | As of Apr 18, 2025 | Signed Funding Support Agreement; entity committed to 12 months working‑capital support for VisionWave/Target . |
| Stanley Hills, LLC (affiliated via spouse) | Working capital provider and major Target shareholder (pre‑merger) | Ongoing through Dec 31, 2024 | Paid Target expenses; $386,420 outstanding at 12/31/24; controlled by Anat Attia (Yossi’s spouse) . |
| Various companies | Investor | Ongoing | S‑4 notes he is an investor in various companies; roles not related to VisionWave’s operations . |
Fixed Compensation
| Element | Disclosed Terms |
|---|---|
| Base salary | Not specified; filing states certain executives “may enter into employment arrangements … with bonuses and salaries conditional upon Closing.” No dollar amounts disclosed . |
| Target annual bonus % | Not disclosed . |
| Actual cash bonus paid | Not disclosed . |
| Perquisites | Not disclosed . |
Performance Compensation
| Incentive Type | Grant Size | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|
| Equity under 2024 Incentive Equity Plan | Not disclosed for Attia | Plan permits awards including options and RSUs; terms to be set by committee; potential accelerated vesting on Change of Control (if included in award agreements) | Not disclosed for Attia; no metric weights/targets/payouts provided | Plan pool sized off outstanding shares post‑close: LTIP up to 20% of post‑close common with up to 3% annual “evergreen” increase; options must be priced at or above FMV . |
| Cash STI/PSU metrics (e.g., revenue, EBITDA, TSR) | — | — | Not disclosed | S‑4 contains no specific COO metric weights/targets or FY payouts . |
Incentive Plan Features (governance levers)
| Feature | Detail |
|---|---|
| Share reserve | Pubco LTIP up to 20% of post‑close common; evergreen up to 3% annually . |
| Option pricing | Not less than FMV on grant date (110% FMV for ISO 10% holders) . |
| Change‑of‑Control | Award agreements may include accelerated vesting upon CoC (subject to plan terms) . |
| Clawback | Performance‑based awards subject to reduction/repayment if restatement required by law . |
| Potential tax gross‑up | Option Agreements “may” include additional gross‑up payments for excise/other taxes tied to CoC payments; discretionary and a potential red flag if used . |
Performance Plan Payout Details (requested fields)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for Attia | — | — | — | — | — |
The S‑4 states executives may receive equity awards upon consummation but does not provide Attia‑specific performance metrics or payout curves .
Equity Ownership & Alignment
| Holder | Relationship to Attia | Shares (Post‑Close Scenario) | % Ownership | Control Notes |
|---|---|---|---|---|
| Stanley Hills, LLC | Spousal affiliate; entity managed/signed by Y. Attia; controlled by spouse Anat Attia | 4,041,146 (After Business Combination; assuming No Additional Redemptions) | 28.15% | Footnote: Anat Attia exercises sole voting and dispositive power; Stanley Hills is major shareholder of Target; provided working capital . |
| Stanley Hills, LLC | Same | 4,041,146 (After Business Combination; assuming Maximum Redemptions) | 28.35% | Same control note as above . |
Additional alignment/pressure indicators:
- Related‑party funding outstanding: $386,420 owed as of Dec 31, 2024 for expenses paid by Stanley Hills (via Larocca Design) on behalf of Target; terms of repayment not formalized as of that date .
- Funding Support Agreement: Stanley Hills committed to support VisionWave/Target working capital for at least 12 months from Mar 31, 2025; advances non‑interest bearing and repayable only when Boards determine and liquidity allows .
- Pledging/hedging: No pledging disclosures identified in the S‑4/A excerpts reviewed .
Employment Terms
| Term | Detail |
|---|---|
| Current role | COO of VisionWave (continuing management role post‑de‑SPAC); resigned as director to meet Nasdaq independence standards . |
| Start date/tenure | COO and director of Target since inception; Target incorporated Mar 20, 2024 . |
| Employment agreement | S‑4 states certain executives “may enter into employment arrangements” effective at Closing (bonuses/salaries conditional upon Closing); specific terms not disclosed . |
| Severance / CoC | No Attia‑specific severance multiples disclosed; Plan/award agreements may provide CoC acceleration; no cash severance terms disclosed . |
| Non‑compete / non‑solicit | Not disclosed . |
| Post‑termination consulting | Not disclosed . |
| Clawback applicability | Performance awards subject to clawback to the extent required by law . |
Compensation Committee & Governance
| Governance Element | Detail |
|---|---|
| Board/committees (anticipated post‑close) | Audit: H. Ravid (Chair), C. Hansen, E. T. Shuss; Compensation: E. T. Shuss (Chair), H. Ravid, C. Hansen; Nominating: E. T. Shuss (Chair), H. Ravid, C. Hansen; D. Davis and N. Kenig are non‑independent . |
| Director status | Attia resigned as director; continues as COO to meet Nasdaq independent‑majority requirements on the board . |
Related‑Party Transactions (Attia‑linked)
| Counterparty | Nature | Terms / Amounts |
|---|---|---|
| Stanley Hills, LLC (controlled by Anat Attia; managed by Y. Attia signature capacity) | Working capital support to Target; paid expenses; outstanding balance | $386,420 outstanding as of Dec 31, 2024; no formal repayment schedule as of that date . |
| Stanley Hills, LLC | Funding Support Agreement with VisionWave & Target | 12‑month commitment from Mar 31, 2025; advances non‑interest bearing; repayable when Boards determine and if not impairing liquidity; cannot be terminated by Stanley Hills during period . |
Performance & Track Record
| Area | Evidence |
|---|---|
| Transaction leadership | Negotiation timeline shows Attia as founder engaging early with BNIX CEO; foundational role in bringing Target into the merger process . |
| Business stage | VisionWave/Target described as pre‑commercial stage technology company focused on RF‑based computer vision; patents acquired via Tokenize PPA . |
| Governance responsiveness | Resigned board seat to achieve independent majority per Nasdaq rules while remaining COO . |
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Education | BA (Economics & Marketing), Haifa University; MBA, Pepperdine University . |
| Functional expertise | Investments, capital markets (1992–2000 finance roles), entrepreneurship/real estate development since 2000; micro‑cap public company experience cited by issuer . |
Investment Implications
- Pay‑for‑performance visibility low near term: No disclosed base salary/bonus targets or performance metrics for Attia; incentives expected primarily in equity under a sizable LTIP (20% pool with 3% evergreen), suggesting equity‑heavy compensation and potential dilution; options must be at FMV and may receive CoC acceleration; plan allows potential excise tax gross‑ups in award agreements (shareholder‑unfriendly if used) .
- Alignment and related‑party dynamics: Economic alignment likely via spousal affiliate (Stanley Hills) which is slated to own ~28% post‑close and is funding working capital; however, sole voting/dispositive power resides with Anat Attia per S‑4 footnote, and a 12‑month funding agreement reduces immediate liquidity risk but concentrates influence in a related party .
- Retention risk/read‑through: Lack of disclosed cash compensation and heavy reliance on to‑be‑granted equity create uncertainty in near‑term cash incentives; independent Compensation Committee oversight is in place post‑close, which could standardize market‑based packages and retention structures .
- Governance signal: Resignation from the board while remaining COO improves independence optics and could be viewed positively by governance‑focused investors .