Erez Raphael
DarioHealthAbout Erez Raphael
Erez Raphael, age 51, is DarioHealth’s Chief Executive Officer since August 9, 2013 and a director since November 2014; he previously served as Chairman (2014–2018) and VP of R&D until October 2012. He holds a B.A. in economics and business management from Haifa University and earlier led Business Operations at Nokia Siemens (2010–2012) and senior roles at Amdocs (1998–2010) focused on technology strategy and commercialization . Pay-versus-performance shows CEO compensation actually paid rising to $1.68M in 2024 from $0.27M in 2023 while TSR fell from $100 to $45.70 and net loss narrowed from $(59.4)M to $(42.7)M, indicating improved earnings but negative shareholder return over the period . Financial context: revenue increased year-over-year in FY2024 vs FY2023, with continued negative EBITDA and net income (see “Performance & Track Record” table; values from S&P Global).*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DarioHealth | VP, R&D | Until Oct 2012 | Built product delivery foundations prior to CEO transition |
| Nokia Siemens Networks | Head of Business Operations | 2010–2012 | Established new portfolio BU for complement products, driving marketing/sales execution |
| Amdocs Limited (Nasdaq: DOX) | Senior roles advising CTO | 1998–2010 | Implemented business strategy across technology and sales/marketing domains |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company filings | — | — | — |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $446,307 | $448,293 |
| Target Bonus % (historical employment agreement) | Up to 60% (A&R 2017); prior target 75% (2013) | Up to 60% (A&R 2017); prior target 75% (2013) |
| Actual Annual Bonus Paid (USD) | $101,939 (paid Mar 2023 for 2022 performance) | — (no bonus disclosed) |
| All Other Compensation (USD) | $173,941 | $169,791 |
Notes:
- Employment agreement was amended/restated July 25, 2017 and later extended; it expired Dec 31, 2020 with extension to Dec 31, 2022; current bonus targets reference the agreement history .
Performance Compensation
| Award/Metric | Grant Date | Type | Terms / Metrics | Vesting | Grant FV / Shares |
|---|---|---|---|---|---|
| Restricted Stock | Mar 6, 2024 | RS | Time-based equity under 2020 Plan | Vesting schedule not disclosed in proxy | 800,000 shares; $1,344,000 FV |
| Prior RS awards (change-of-control modification) | Nov 4, 2024 | RS | Acceleration of unvested portion upon change of control for prior grants (68,750 and 250,000 shares) | Accelerated on change-of-control | As amended by Comp Committee |
No explicit annual incentive performance weightings/targets for CEO cash bonus were disclosed (company provides target % in employment agreements but not annual metric weights) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,886,509 shares (as of May 29, 2025); 4.2% of outstanding |
| Breakdown | Includes 1,388,158 vested restricted shares; and 37,876 shares held via Dicilyon Consulting and Investment Ltd., over which he has voting/dispositive power |
| Options (exercisable/unexercisable) | No CEO option holdings listed in the “Outstanding Equity Awards” table as of Dec 31, 2024 |
| Vested vs unvested | Vested RS as above; unvested amounts not itemized for CEO |
| Pledging/Hedging | No pledging or hedging disclosures identified for CEO in proxy |
| Ownership guidelines | Not disclosed for executives; non-employee director policy disclosed separately |
Employment Terms
| Term | Provision |
|---|---|
| Employment start date | CEO since Aug 9, 2013; director since Nov 2014; Chairman Nov 2014–Jul 2018 |
| Base salary (current) | NIS 137,466 per month (~$37,078 at noted exchange; 2021 increase approved) |
| Annual bonus target | Up to 75% (2013 amendment) then up to 60% (2017 A&R); agreement extended to Dec 31, 2022 |
| Severance (termination at will/by good reason) | 24 months base salary + Israeli statutory severance; if termination occurs during final year of term or last 6 months of a renewal period: 12 months base salary + statutory severance |
| Change-of-control economics | Entitled to severance described above “in conjunction with a change of control” ; separate modification accelerates unvested portions of specified prior RS awards upon change of control |
| Non-compete / non-solicit | One-year non-compete and non-solicit; confidentiality and invention assignment covenants |
| Perquisites | Leased automobile, mobile phone, reimbursements; Israeli social benefits |
Board Governance
- Role: CEO and director; previously also Chairman (2014–2018), which presented dual-role concentration but is now separated with independent Chairman Yoav Shaked .
- Independence: Board determined Shaked, Matheis, McGrath, and Karah are independent under Nasdaq and SEC rules; CEO is not independent .
- Committees: Audit (McGrath chair; members Shaked, McGrath, Matheis), Compensation (McGrath chair; members Shaked, Karah), Nominating & Corporate Governance (Matheis chair; members Matheis, Shaked) .
- Board activity: 8 meetings in FY2024; each director attended ≥88% of meetings .
- Director compensation policy: Employee directors generally receive no director remuneration absent specific approval; non-employee director cash retainer and equity grants disclosed (with some waivers in 2024) .
Director Compensation (as Director)
- Employee directors (e.g., CEO) do not receive separate board fees unless specifically approved; policy provides non-employee director cash/equity terms and periodic review by the Compensation Committee .
Related Party and Conflicts
- No “Certain Legal Proceedings” material to evaluation disclosed for directors/officers; standard independence and committee practices noted .
- Consulting relationship: NearWater Growth LLC (member: director Larry Leisure) consulting agreement with equity and cash compensation; disclosed interests and amendment in Feb 2025 .
Compensation Structure Analysis
- Mix shift: Significant equity grants to CEO in 2024 (800,000 RS) increased reported compensation despite negative TSR; pay-versus-performance table shows compensation actually paid rising 512% for CEO and 557% for other NEOs from 2023 to 2024 while TSR fell ~54% and net loss narrowed .
- Change-of-control modifications: Acceleration added to specified prior RS awards in 2024—a shareholder sensitivity point increasing potential payout in sale scenarios .
- Clawbacks/tax gross-ups: No clawback or gross-up provisions disclosed for CEO in proxy excerpts; Section 162(m) deductibility limitations acknowledged generically .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Compensation Actually Paid to CEO (USD) | $274,283 | $1,678,609 |
| TSR (Value of $100 Investment) | $40.13 | $45.70 |
| Net Income (Loss) (USD) | $(59,427,000) | $(42,747,000) |
Financial context (company-level):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $27.656M* | $20.352M* | $27.040M* |
| EBITDA (USD) | $(52.093)M* | $(51.076)M* | $(49.588)M* |
| Net Income (USD) | $(62.193)M* | $(59.427)M* | $(42.747)M* |
Values retrieved from S&P Global.*
Investment Implications
- Alignment and dilution: CEO’s large RS grant in 2024 increases equity alignment but also introduces dilution and potential future supply; prior RS awards’ accelerated vesting on change-of-control increases sale-event payouts .
- Pay versus results: Despite improved net loss in 2024, TSR remained negative and CEO compensation actually paid rose sharply, signaling potential pay-performance misalignment risk for investors to monitor, particularly around future equity grants and metrics disclosure .
- Governance mitigants: Separation of CEO and Chair roles and independent committees are positives; continue tracking say-on-pay outcomes and any future changes to plan share reserves/RSU adoption that may affect dilution and incentives .
- Retention/exit economics: Severance of up to 24 months base salary and change-of-control triggers could reduce retention risk but raise potential transaction costs; non-compete/non-solicit provisions provide post-termination protections .