Yehuda Englander
About Yehuda Englander
Independent director since December 6, 2021; age 43. Background in investment and finance; co‑founder of YYE ALEY SHLECHT ASSETS LTD. and YE RUT Finance Ltd.; previously led Yehuda Englander Finance Advisory Ltd. for four years. B.A. in Accounting from Lev Academic Center at Jerusalem College of Technology. DROR has not adopted an independence standard and has no exchange independence requirements, so “independent” status is not formally defined at present .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yehuda Englander Finance Advisory Ltd. | Lead | 4 years | Finance advisory leadership; investment experience |
| YYE ALEY SHLECHT ASSETS LTD. | Co‑founder | Not disclosed | Co‑founder; investment/asset focus |
| YE RUT Finance Ltd. | Co‑founder | Not disclosed | Co‑founder; finance focus |
External Roles
| Organization | Role | Public/Private | Overlap/Interlocks |
|---|---|---|---|
| YYE ALEY SHLECHT ASSETS LTD. | Co‑founder | Private | None disclosed |
| YE RUT Finance Ltd. | Co‑founder | Private | None disclosed |
Board Governance
- Board composition (Feb 2025): Eliyahu (Lee) Haddad (CEO, director), Chaim Hurvitz (Chair), Moshe Shvets (CTO, director), Chaim Ravad (director), Yehuda Englander (director) .
- Committees: None currently; the company expects to appoint audit, compensation, and nominating committees and adopt charters in the future to meet national exchange requirements; no audit committee financial expert at present .
- Independence: OTC Pink has no independence requirements, and DROR has not established its own independence definition; intends majority‑independent board in the future if it seeks a national exchange listing .
- Attendance: Not disclosed .
Fixed Compensation
| Period | Item | Amount | Terms/Notes |
|---|---|---|---|
| FY 2024 | Director cash fees | $33,942 | Non‑employee director compensation table |
| Jun 1, 2022–Feb 7, 2024 | Consulting fee | NIS 3,500/month | Under Englander Consulting Agreement for financial/strategic services |
| Feb 7, 2024 onward | Consulting fee | $2,500/month | Plus expense reimbursement up to $500 per month |
| FY 2024 | Consulting fees paid | $31,153 | Recorded in G&A; accrued $3,000 at 12/31/2024 |
| FY 2023 | Consulting fees paid | $11,383 | Recorded in G&A; accrued $7,720 at 12/31/2023 |
Governance note: Receiving consulting fees while serving as director is a related‑party transaction and potential independence/oversight conflict .
Performance Compensation
| Award Type | Grant/Exchange Details | Vesting | Value/Terms |
|---|---|---|---|
| Stock options (consulting grant) | Options to purchase 2,610 Private Dror ordinary shares exchanged to options for 9,597,675 DROR common shares | Vests in three equal tranches on the 1st, 2nd, and 3rd anniversaries of June 1, 2022; accelerated vesting upon an exit event | Grant‑date fair value for this specific grant not separately disclosed; company option valuation framework disclosed elsewhere |
Performance metrics tied to director compensation: None disclosed (no revenue/EBITDA/TSR metrics attached to director awards) .
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or interlocks disclosed for Englander . |
Expertise & Qualifications
- Finance and investment background; founder roles in finance/asset companies .
- Accounting degree (B.A.), Lev Academic Center at Jerusalem College of Technology .
Equity Ownership
| As of Date | Beneficial Ownership (Common) | Form | % of Class | Notes |
|---|---|---|---|---|
| May 19, 2025 (record date) | 6,398,386 | Shares issuable upon exercise of options exercisable within 60 days | <1% | As disclosed in beneficial ownership table and footnote (8) |
| Feb 18, 2025 | 6,398,386 | Shares issuable upon exercise of options exercisable within 60 days | <1% | Confirmed in 10‑K Item 12 footnote (6) |
No pledging/hedging or stock ownership guideline disclosures were provided .
Governance Assessment
- Strengths: Director with finance/accounting background and prior advisory leadership .
- Concerns:
- No standing audit/compensation/nominating committees; lack of audit committee financial expert undermines oversight .
- Company has not defined “independent” director standards; OTC Pink has no requirements .
- Related‑party consulting arrangement with a sitting director (monthly cash fees, expenses) introduces potential conflict and independence risk .
- Low ownership alignment (<1% beneficial ownership; options‑based) may limit “skin‑in‑the‑game” signaling .
RED FLAGS
- Director‑as‑consultant related‑party payments (cash plus option grant) while on the board .
- Absence of core board committees and independence framework .
Signals to monitor
- Formation of audit/compensation/nominating committees and adoption of independence standards as the company pursues uplisting .
- Any revisions to director compensation structure, equity award terms, or related‑party engagements (including amendments or expansions) .