Moshe Shvets

About Moshe Shvets

Moshe Shvets is Chief Technology Officer and a director at Dror Ortho-Design, Inc., serving as CTO and director since July 20, 2020; he also held the title Senior Vice President effective December 1, 2021 . He holds a bachelor’s degree in Aerospace Instrumentation from Saint Petersburg State University (1999) and has 25 years of experience building companies involving complex instrumentation, regulation, software, and global infrastructure . Company performance during his tenure shows continued investment phase losses: Net Income was $(1.68)M in FY 2022*, $(3.57)M in FY 2023*, and $(5.78)M in FY 2024*; EBITDA was $(1.68)M in FY 2022*, $(4.38)M in FY 2023*, and $(5.22)M in FY 2024* (values retrieved from S&P Global). Pay-versus-performance disclosure indicates TSR was not calculable pre-public listing and the company reported net losses in 2021–2022 .

*Values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

Key compensation policy points:

• Base salary under employment agreement: NIS 32,000 per month, plus social and fringe benefits .
• “Our named executive officers are not eligible to receive a discretionary annual bonus based on individual and company performance” .

Performance Compensation

Option grants are the primary at-risk component for Shvets, with vesting and potential acceleration tied to company performance milestones.

Outstanding equity status at year-end 2022:

2023 Long-Term Incentive Plan context (company-wide, potential future grants):

• Plan permits performance awards with metrics such as revenues, EBITDA, EPS, cash flow, market share, stock price, and total return to shareholders; includes clawback for restatements and prohibits option/SAR repricing without shareholder approval .
• No specific PSUs/RSUs or performance metric weightings disclosed for Shvets to date .

Equity Ownership & Alignment

As of May 19, 2025 (record date), beneficial ownership:

Composition detail (footnote breakdown):

• Common shares: 47,800,000 held directly .
• Options: 57,578,694 shares issuable upon exercise (exercisable as of May 19, 2025 or within 60 days) .
• Warrants: 26,141,712 shares issuable upon exercise, subject to a 4.99% beneficial ownership limitation .

Policy and alignment considerations:

• Anti-hedging and anti-pledging: Company permits hedging and pledging; no policy restricting such transactions, which may reduce alignment quality .
• Ownership guidelines: Not disclosed .

Employment Terms

Board Governance

• Role: Director since July 20, 2020; dual role as CTO and director (not CEO/Chairman) .
• Committee structure: No standing audit, compensation, or nominating committees; functions undertaken by full Board; independence standards not adopted due to OTC Pink listing; expectation to form committees in future .
• Meeting attendance: Board held 5 meetings in FY 2022; each director attended at least 75% .
• Lead Independent Director: Not disclosed; independence not defined .
• Governance implications: Dual executive-director role plus absence of independent board committees heightens potential independence and oversight concerns typical for uplisting candidates .

Director Compensation

• No separate director cash retainer or equity disclosed for Shvets in 2022; employee-director compensation is captured in NEO table .
• Non-employee director fees in 2022 were minimal (Englander received fees and options under a consulting agreement), while Hurvitz and Ravad reported no fees .

Related Party Transactions and Protections

• Indemnification agreements in place with directors/executives; D&O insurance maintained .
• No disclosed legal proceedings involving directors/executives in the past ten years .

Compensation Structure Analysis

• Mix shift: Shvets’ compensation is predominantly fixed salary plus significant option exposure; no annual discretionary performance bonus eligibility, emphasizing equity alignment via options .
• Performance link: Options include accelerated vesting tied to company milestones; specific targets, weightings, or payout curves not disclosed .
• Governance controls: 2023 Long-Term Incentive Plan expressly prohibits repricing of options or SARs without shareholder approval, mitigating a common red flag in small-caps .
• Clawback readiness: Plan provides for recoupment following restatements, but adoption is “as set forth in the Company’s clawback policy, if any,” indicating policy-dependent enforcement .

Risk Indicators

• Hedging/pledging permitted for insiders, which is shareholder-unfriendly and can undermine pay-for-performance alignment .
• Absence of standing independent committees and independence standards heightens governance risk pending uplisting .
• Reverse stock split initiatives (2023 and 2025 proxies) and large authorized share increases reflect capital-structure actions that may affect dilution dynamics and insider exercisability; options and warrants adjust proportionally post-split per plan and security terms .

Investment Implications

• Alignment: Material beneficial ownership (11.01% of common) and large option position potentially align Shvets with equity value creation, but the absence of anti-hedging/pledging policies weakens alignment quality .
• Selling pressure: Full vesting by Dec 1, 2024 combined with significant warrants suggests potential future supply; however, beneficial ownership limits on warrant exercises (4.99%) moderate near-term conversions .
• Retention: 30-day termination notice and lack of disclosed severance for Shvets indicate modest contractual retention features; equity awards with long-dated expiries (2032) provide some retention via unexercised value .
• Governance: No independent committees and no independence standard adoption is a notable risk; plan-level protections (no repricing, clawback) are positives but contingent on policy adoption .
• Performance trajectory: Continued negative EBITDA and net income underscore execution and commercialization risk; absent disclosed revenue, investors should focus on milestones linked to option acceleration and broader uplisting initiatives to gauge progress (financials from S&P Global)* .

Citations: About/Background and Tenure . Fixed Compensation . Employment Terms . Equity Ownership tables . Board governance and committee status . Director compensation . Indemnification and D&O . Pay versus performance context . Reverse split and authorized share increases . Anti-hedging/pledging policy . 2023 Plan features and protections .

*Values retrieved from S&P Global.