Chaim Ravad
About Chaim Ravad
Chaim Ravad has served as a director of Dror Ortho-Design, Inc. since February 2015, with experience in food catering and real estate; as a director he contributed materially to the development of Dror’s teeth-straightening product through FDA and CE approvals and helped secure private investments; he is a graduate of Hebron Yeshiva . As of March 29, 2024, he was 58 years old per the company’s directors table . The company has not yet adopted a formal independence standard and currently discloses no board committees, so his independence is not determined under an exchange standard; committees are expected to be formed in the future in connection with a potential uplisting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dror Ortho-Design, Inc. | Director | Since Feb 2015 | Company discloses no standing committees; Ravad materially contributed to development of the teeth-straightening product and assisted in securing private investments |
External Roles
- No public company directorships or external board positions are disclosed in Ravad’s biography within DROR’s filings .
Board Governance
- Board committees (audit, compensation, nominating) have not yet been formed; the company intends to appoint them and adopt charters in the future to meet national exchange governance requirements; currently there is no audit committee financial expert disclosed .
- DROR has not adopted its own director independence definition and is quoted on OTC Pink, which does not have independence requirements; therefore, independence status for directors, including Ravad, is not determined under an exchange framework .
- The filings do not disclose director meeting attendance rates or executive session practices .
Fixed Compensation
| Year | Cash fees ($) | Stock awards ($) | Option awards ($) | Notes |
|---|---|---|---|---|
| 2023 | $0 | $0 | $0 | No director compensation paid to Ravad in 2023 per director compensation table |
| 2024 | $55,000 | $0 | $0 | Paid under “Ravad Consulting Agreement”: $5,000/month, terminable on 30 days’ notice, auto-terminates at $55,000 aggregate; $55,000 recorded as G&A in 2024 |
Consulting Agreement Key Terms:
- Effective date: February 7, 2024; services as board member; $5,000 per full month; terminable by either party on 30 days’ written notice; auto-terminates once total fees reach $55,000; Schedule B confirms fees and cap; Schedule A lists “Board Member services” .
Performance Compensation
| Element | Details |
|---|---|
| Annual equity grants (RSUs/PSUs) | None disclosed for Ravad in 2023–2024 director compensation tables |
| Option awards tied to performance | None disclosed for Ravad in director compensation tables |
| Performance metrics (revenue, EBITDA, TSR, ESG) | Not disclosed for director compensation |
Other Directorships & Interlocks
- The company’s filings do not disclose other public company boards or interlocks for Ravad (customers/suppliers/competitors) .
Expertise & Qualifications
- Industry/functional background: food catering and real estate; significant contribution to DROR’s product development through FDA and CE approvals; prior assistance securing private investments for the company .
- Education: Graduate of Hebron Yeshiva .
Equity Ownership
| Holding | Amount | Percent of Class | Notes |
|---|---|---|---|
| Common Stock beneficially owned | 47,800,000 shares | 4.99% of Common | Subject to beneficial ownership limitations per company footnotes |
| Series A Convertible Preferred beneficially owned | 1,672,945.54 shares | 28.61% of Series A | Series A holders have aggregate voting rights per Certificate of Designations |
| Total voting power | — | 4.99% | Voting together as a single class where applicable |
| Warrants (underlying Common) | 228,251,826 shares potential (subject to 4.99% beneficial ownership cap) | — | Footnote (7) details warrants subject to blocker |
| Convertible Preferred (underlying Common) | 167,294,554 shares potential (subject to 4.99% beneficial ownership cap) | — | Footnote (7) details conversion subject to blocker |
Insider Trades
| Date Filed | Form Type | Transaction Date | Description |
|---|---|---|---|
| Sept 27, 2023 | Form 3 | — | Reporting person status disclosed following the August 14, 2023 Share Exchange |
| Sept 27, 2023 | Form 4 | Aug 14, 2023 | Acquisition of Series A Preferred Stock and warrants disclosed |
Governance Assessment
- Committee structure and independence: The absence of standing committees and a formal independence framework weakens oversight; management intends to establish committees and adopt governance standards upon uplisting, but these are not yet in place .
- Compensation alignment: As a director, Ravad received only cash fees in 2024 under a short-term consulting agreement that terminated at $55,000; no equity grants were awarded for board service in 2023–2024, though he holds significant equity and derivative interests separately, which can align incentives but are constrained by a 4.99% beneficial ownership blocker .
- Related-party exposure: The “Ravad Consulting Agreement” paying a director for board services constitutes a related-party transaction; while permissible, it raises independence concerns until committees and policies (e.g., audit committee review) are established; the company states its intention that future related-party transactions be approved by the audit committee and a majority of independent, disinterested directors once formed .
- Legal/controversies: The company discloses that no directors have been involved in legal proceedings of the types specified under Item 103I(2) or Item 401(f) in the past ten years .
RED FLAGS
- Cash consulting arrangement for a sitting director performing “Board Member services” ($5,000/month, terminated at $55,000) indicates a related-party transaction and potential independence conflict until formal committee oversight is in place .
- Lack of established board committees and independence standards at the time of filings reduces assurance on oversight of financial reporting, compensation, and nominations/governance .