Adam Stern

About Adam Stern

Adam Stern (age 60) is a non-employee director of DarioHealth Corp., serving on the Board since March 1, 2020; he previously served on the Board from October 2011 to May 2014 . He leads Private Equity Banking at Aegis Capital Corp. and is CEO of SternAegis Ventures (since 2012), is a FINRA-licensed securities broker (since 1987) and General Securities Principal (since 1991), and holds a B.A. with honors from the University of South Florida . His appointment to the Board originally resulted from Aegis’ contractual right to nominate a director for three years under an October 22, 2019 placement agency agreement .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit Committee (Shaked, McGrath—Chair, Matheis), Compensation Committee (Shaked, McGrath—Chair, Karah), and Nominating & Corporate Governance Committee (Matheis—Chair, Shaked); Stern is not listed as a member of any standing committee .
• Independence status: The Board determined that Shaked, Matheis, McGrath, and Karah are independent under Nasdaq/Rule 10A-3; Stern is not included in the independence list (though he is a non-employee director) .
• Attendance: The Board met 8 times in FY2024; each then-current director attended at least 88% of Board meetings .
• Chair/lead roles: Yoav Shaked serves as Chairman; no lead independent director is disclosed .
• Nomination arrangement: Stern’s seat originated from Aegis Capital’s three-year nomination right granted in 2019 (placement agent agreement) .

Fixed Compensation

Policy citations: non-employee director remuneration policy ($50k retainer; $20k committee) and Q2’24 waiver (includes Stern) .

Performance Compensation

• Outstanding stock awards: 178,341 stock awards outstanding for Stern as of December 31, 2024 .
• No director-specific cash bonuses, options, or performance metrics for directors are disclosed for Stern beyond time-based restricted share grants .

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and financing: decades of structured finance and private equity marketing experience; FINRA broker since 1987 and General Securities Principal since 1991 .
• Sector focus: technology and life sciences financing experience via Spencer Trask and Aegis .
• Board experience: multiple public company directorships across biotech and industrial/agri-tech .
• Education: B.A., University of South Florida (with honors) .

Equity Ownership

As of May 29, 2025, beneficial ownership reported in the proxy:

Governance Assessment

• Independence and nomination origin: Stern is a non-employee director but is not included in the Board’s list of “independent directors” under Nasdaq/Rule 10A-3; his seat originated via Aegis Capital’s three-year nomination right under a 2019 placement agency agreement, potentially creating perceived conflicts of interest for investors focused on independence .
• Committee roles and oversight: Stern is not named as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees, limiting formal committee-level oversight responsibilities relative to peers .
• Ownership alignment: Stern reports 2.3% beneficial ownership, including substantial warrants and convertible preferred holdings with a 4.99% blocker, signaling economic alignment but also reflecting financing-linked instruments .
• Engagement: Board met 8 times in FY2024, and all then-current directors attended at least 88% of meetings, indicating baseline engagement; Stern’s individual attendance rate is not separately disclosed .
• Cash vs. equity mix: Stern waived cash fees beginning Q2’24 and received equity grants (70,000 restricted shares in 2024; $117,600 grant-date value), tilting director pay toward equity during a period of cash conservation (proxy explicitly notes using equity to preserve cash) .

Director Compensation (Detail for 2024)

• Policy baseline for non-employee directors: $50,000 annual retainer; $20,000 committee service fee; Q2’24 cash waiver (includes Stern) .
• 2024 equity issuance program for directors under the 2020 Plan included 70,000 restricted shares to Stern on March 6, 2024 .

Board Governance (Additional Context)

• Board/committee activity: Board met 8x in FY2024; Audit Committee met 4x (100% attendance by members); Compensation Committee met 1x (14 written consents); Nominating & Corporate Governance Committee acted by written consent 1x .

Related-Party/Conflict Indicators

• Placement agent nomination: Aegis Capital’s placement agency agreement dated October 22, 2019 provided a three-year right to nominate a director, resulting in Stern’s appointment; Board notes no other arrangements for director nominations beyond this disclosure .
• Securities holdings: Beneficial ownership includes warrants and convertible preferred securities (with a 4.99% blocker), instruments typically arising from financing transactions, which some investors view as potential alignment and/or conflict signals depending on ongoing capital needs .

Attendance and Meetings

Notes on Independence and Classification

• Independent directors per Board determination: Shaked, Matheis, McGrath, Karah .
• Non-employee directors (for remuneration policy): Shaked, Matheis, McGrath, Leisure, Stern, Karah .

Key Takeaways for Investors

• Independence optics: Stern’s origin via Aegis’ nomination right and his omission from the proxy’s “independent directors” list may raise investor questions about perceived independence, despite non-employee status .
• Oversight depth: No disclosed committee assignments for Stern; investors focused on audit/compensation oversight may prefer directors with committee roles .
• Alignment: Material equity exposure (including RS and financing-linked instruments) and partial cash waiver support alignment with shareholders and cash preservation .
• Engagement: Board-level attendance thresholds met (≥88%); individual director attendance not separately disclosed .