Eliyahu (Lee) Haddad
About Eliyahu (Lee) Haddad
Eliyahu (Lee) Haddad is Chief Executive Officer and a director of Dror Ortho-Design, Inc. since December 2021; age 57, with a background in finance and technology, including prior leadership of HFT Investments and advisory roles in capital raising and exits. He holds a bachelor’s degree in economics and philosophy from Columbia University and early-career experience in Morgan Stanley’s media and technology M&A subgroup, with claims of structuring and managing transactions aggregating over $85 billion, including $250 million in Israeli high-tech across AI, medtech, and cybersecurity . Company pay-versus-performance disclosures show net losses of $1,683,499 in 2022 and $433,623 in 2021 and indicate TSR was not available due to the lack of public trading data pre–share exchange .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HFT Investments | Chief Executive Officer | 2007–2021 | Led investment and transactions across technology/media; claims >$85B aggregate transaction value . |
| Exceed Talent Capital | Senior Adviser | 2019–2023 | Advisory on capital raising and strategic transactions . |
| Morgan Stanley (Media & Tech M&A) | Analyst/Associate (M&A subgroup) | Early career (years not specified) | M&A execution experience in TMT sectors . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No other public-company board roles disclosed for Haddad in company filings . |
Fixed Compensation
| Metric (USD) | 2021 | 2022 |
|---|---|---|
| Base Salary | $22,256 | $311,990 |
| Bonus | $0 | $20,252 |
| Stock Awards | — | — |
| Option Awards (grant-date fair value) | $36,047 | — |
| All Other Compensation | — | — |
| Total | $58,303 | $332,242 |
Notes:
- NEOs “are not eligible to receive a discretionary annual bonus based on individual and company performance,” though a small bonus was paid in 2022 .
Performance Compensation
| Instrument | Grant Size | Strike/Exercise Price | Expiration | Vesting | Performance Linkage |
|---|---|---|---|---|---|
| Stock Options (converted from 2021 plan) | 95,965,715 shares total; 31,988,572 exercisable and 63,977,143 unexercisable as of 12/31/2022 | $0.003848 per share | Sep 19, 2032 | 3 tranches on the first, second, and third anniversary of employment start date (Dec 6, 2021), with potential accelerated vesting upon achievement of Company performance milestones | 2023 Plan allows performance awards; metrics may include revenue, EBITDA, EPS, TSR, market share, etc., but specific weighting/targets for Haddad’s awards are not disclosed . |
| Contingent Options | Up to 0.5% of outstanding shares contingent on achieving market capitalization targets (to be issued under 2023 Plan when authorized shares are sufficient) | Not disclosed | Not disclosed | Contingent on market cap | Explicitly tied to market capitalization; detailed targets not disclosed . |
Equity Ownership & Alignment
| Ownership Metric | As of Nov 29, 2023 (Record Date) | As of May 19, 2025 (Record Date) |
|---|---|---|
| Common Shares Beneficially Owned | 0 (options and certain convertibles excluded if not exercisable within 60 days) | 105,056,623 (includes components below) |
| Components of 2025 Beneficial Ownership | — | 4,545,454 Common directly held ; 95,965,715 Common via options exercisable within 60 days ; 4,545,454 Common via warrants (subject to 9.99% beneficial ownership limit) |
| Series A Preferred Shares | 45,455 (not convertible within 60 days at 11/29/2023) | None disclosed for 2025 |
| Percent of Common Class | — | 9.93% |
| Total Voting Power | — | 6.40% |
| Hedging/Pledging Policy | Company did not yet adopt insider trading policy; anti-hedging/anti-pledging policy not in place—hedging transactions are generally permitted (red flag) | |
| Ownership Guidelines | Not disclosed; no stated executive ownership requirements . |
Overhang and potential selling pressure:
- Warrants outstanding company-wide: 964,834,419 with weighted average exercise price $0.033; reverse split mechanics will proportionally adjust share counts and exercise prices but maintain aggregate warrant exercise value, implying future dilution overhang persists post-split .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Effective Dec 6, 2021 (with Private Dror; carried forward post share exchange) . |
| Base Compensation | Monthly salary initially $22,256; eligible for annual bonus based on objectives and Board approval . |
| Equity Grants | Options to purchase 5% of fully diluted ordinary shares (converted into 95,965,715 common stock options at $0.003848, vesting over 3 years, with accelerated vesting upon Company milestone achievement) . |
| Severance | If terminated without “cause” or resigns for “good reason,” entitled to 12 months’ salary . |
| Termination | Company may terminate for “cause” effective immediately; employee may terminate for convenience with 30 days’ notice; immediate termination for “good reason” permitted . |
| Change-of-Control | Not specifically disclosed for CEO; 2023 Plan includes general provisions on adjustments and potential excise tax implications under 280G; clawback for restatements per policy . |
| Non-compete/Non-solicit | Not disclosed . |
Board Governance
- Board service: Director since December 2021; not Chairman (Chairman is Chaim Hurvitz) .
- Committees: No standing audit, compensation, or nominating committees; board undertakes these functions (governance risk for independence and oversight) .
- Independence standards: OTC Pink listing has no independence requirements; company has not adopted its own independence definition; intends to appoint independent committees in future when seeking national exchange listing .
- Attendance: In FY 2022, Board held 5 meetings; each director attended at least 75% .
- Dual-role implications: Split CEO and Chairman roles mitigate concentration risk, but absence of independent committees and active anti-hedging permissiveness weaken governance and alignment .
Director Compensation
- No separate board retainer or equity disclosed for employee-director Haddad; director compensation table for 2022 shows only fees/options for non-employee director Yehuda Englander, with others at $0 .
Performance & Track Record
- Company-level results: Net losses of $1,683,499 (2022) and $433,623 (2021) .
- Strategic initiatives: Reverse stock split proposals to facilitate uplisting (Nasdaq in 2023; NYSE American in 2025), aiming to attract institutional holders and enhance liquidity; Board supports uplisting via price mechanics while acknowledging liquidity and market-cap risks .
- Change in control: Share exchange and private placement in 2023 resulted in new control by Private Dror shareholders and placement investors (83.49% voting power immediately post-transaction) .
Compensation Structure Analysis
- Mix shift: 2021 included option grant ($36,047 grant-date fair value) and minimal salary; 2022 compensation shifted heavily to cash salary ($311,990) with modest bonus; indicates movement toward fixed cash amid pre-uplisting phase .
- Equity incentives: Large option package with potential accelerated vesting upon milestones aligns pay with execution; additional contingent 0.5% options tied to market cap targets strengthen market-aligned incentives .
- Policy gaps: No disclosed performance weightings/targets; absence of independent compensation committee and permissive hedging policy reduce assurance on pay-for-performance enforcement .
Risk Indicators & Red Flags
- Governance gaps: No audit/comp/nominating committees; no independence framework; insider trading policy not yet adopted .
- Hedging permitted: Anti-hedging/anti-pledging policies not established; hedging transactions generally permitted, weakening alignment .
- Dilution overhang: Very large warrants/options outstanding; reverse split mechanics preserve economic value of derivatives, implying persistent dilution risk post-split .
- Internal controls: Prior auditor noted material weakness in segregation of duties in 2021–2023 periods; going concern emphasis in prior auditor report (company level) .
- Legal proceedings: None disclosed for directors/executives in last ten years .
Compensation Peer Group and Say‑on‑Pay
- Peer group: Not disclosed; no compensation benchmarking peers published .
- Say-on-pay: Not disclosed; no shareholder vote outcomes provided in filings reviewed .
Expertise & Qualifications
- Education: B.A. in economics and philosophy, Columbia University .
- Technical/industry: Finance and technology transaction experience; Israeli high-tech exposure; M&A execution background .
- Board qualifications: Multi-disciplinary finance/tech operator; capital raising, scaling, exits .
Work History & Career Trajectory
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Dror Ortho-Design, Inc. | Chief Executive Officer, Director | Dec 2021–present | Led public-company transition and uplisting planning . |
| HFT Investments | CEO | 2007–2021 | Led transactions across tech/media . |
| Exceed Talent Capital | Senior Adviser | 2019–2023 | Advisory in capital formation . |
| Morgan Stanley (Media & Tech M&A) | M&A subgroup | Early career | TMT transaction experience . |
Equity Ownership & Vesting Detail (Granular)
| Item | Detail |
|---|---|
| Options (FY 2022 disclosure) | 31,988,572 exercisable; 63,977,143 unexercisable; strike $0.003848; expiring Sep 19, 2032; vesting on Dec 6 in 2022, 2023, 2024; accelerated vesting possible on milestones . |
| 2025 Beneficial Breakdown | 4,545,454 common held; 95,965,715 options exercisable within 60 days; 4,545,454 warrants; total 105,056,623; 9.93% of common; 6.40% total voting power . |
| Pledging/Hedging | Hedging permitted; pledging policy not disclosed . |
| Ownership Guidelines | Not disclosed . |
Investment Implications
- Alignment: Large vested/unvested options and contingent equity linked to milestones and market cap support alignment, but absence of specific disclosed performance weightings/targets and permissive hedging reduce pay-for-performance confidence .
- Overhang and liquidity: Massive derivative overhang (options/warrants) and potential reverse split adjustments pose continued dilution and selling pressure risks upon vest/exercise, even post-split; uplisting benefits depend on sustained price/volume and governance upgrades .
- Retention/continuity: Severance of 12 months salary offers moderate retention cushion; accelerated vesting upon milestones incentivizes execution toward stated strategic goals (uplisting, growth), but governance infrastructure must mature (committees, policies, controls) to attract institutional capital .
- Governance risk premium: Lack of independent committees, insider trading policy, and independence standards likely warrants a governance discount until remediated; explicit adoption of anti-hedging/anti-pledging and ownership guidelines would strengthen alignment .