Yoram “Rami” Abada
About Yoram “Rami” Abada
Yoram “Rami” Abada (age 66) has served as an independent director of Intelligent Protection Management Corp. (IPM) since October 2016. He is a former President, CFO and COO of Jennifer Convertibles, Inc. (1999–2014) and President of Factory Direct Enterprises (2015–2016), and holds a B.B.A. from Baruch College. He is designated by the Board as the Audit Committee Financial Expert, reflecting deep finance and reporting expertise.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Jennifer Convertibles, Inc. | President, CFO, COO; Director | 1999–2014 | Led finance, operations and board governance for a public retailer |
| Factory Direct Enterprises (Ashley Furniture licensee) | President | Mar 2015–Mar 2016 | Oversaw a large retail licensee’s operations |
| CCA Industries, Inc. (public company) | Director | 1997–2003 | Public board experience in consumer products |
| 168 5th Avenue Realty Corp. (private) | Director | Current | Private real estate board role |
External Roles
| Organization | Role | Status |
|---|---|---|
| 168 5th Avenue Realty Corp. | Director | Current |
| CCA Industries, Inc. | Director | 1997–2003 (prior) |
Board Governance
| Topic | Details |
|---|---|
| Independence | Board determined Abada is independent under Nasdaq standards; independent directors form a Board majority |
| Committees | Audit Committee (Chair); Compensation Committee (member); Nominating & Corporate Governance Committee (member) |
| Audit Financial Expert | Designated by the Board as the “audit committee financial expert” |
| Attendance | In 2024, each director attended ≥75% of aggregate Board and committee meetings for which they served; Board held 6 meetings; Audit (4), Compensation (2), Nominating & Governance (0), Strategic Transactions (3) |
| Board leadership | CEO also serves as Chair; no Lead Independent Director, and the Board does not expect to establish one in the foreseeable future |
| Related-party oversight | Audit Committee reviews and approves related-party transactions under a newly amended policy (Mar 19, 2025) |
| Hedging/pledging | Insider trading policy prohibits hedging and pledging without CFO pre-approval |
| Clawback policy | Compensation recovery policy in place for restatements |
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Annual cash retainer | $21,000 |
| Committee membership fees (per committee) | $4,000 |
| Committee chair fee (Audit Chair) | $6,000 |
| Abada 2024 cash fees (actual) | $39,000 (Audit Chair + 3 committees) |
Retainer policy unchanged for 2025.
Performance Compensation
| Grant | Type | Shares | Exercise Price | Grant Date | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| 2024 Director Grant | Stock options | 8,000 | $2.78 | Mar 20, 2024 | Vested in 4 equal installments on last day of each calendar quarter in 2024 | $20,588 |
| 2025 Director Grant | Stock options | 15,000 | $2.01 | Jan 7, 2025 | Vests in 4 equal installments on last day of each calendar quarter in 2025 | — |
| 2025 Director Grant | Stock options | 10,000 | $1.83 | Mar 27, 2025 | Vests in 4 equal installments on last day of each calendar quarter in 2025 | — |
Notes:
- 2024 director equity awards for Abada: 8,000 options; grant-date fair value $20,588. Total 2024 director compensation: $59,588 (cash $39,000; options $20,588).
- No director stock awards (RSUs) were outstanding as of Dec 31, 2024.
- Director equity is predominantly time-based; no performance metrics specific to director grants disclosed.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | Prior: CCA Industries, Inc. (1997–2003) |
| Private/other boards | Current: 168 5th Avenue Realty Corp. |
| Interlocks / related parties | At company level, IPM entered a $1.0M secured revolving credit facility (Apr 10, 2025) with Newtek Bank, whose parent’s CEO/Chair (Barry Sloane) is an IPM director; Audit Committee oversees related-party transactions under policy amended Mar 19, 2025. Governance sensitivity applies, especially with Abada as Audit Chair. |
Expertise & Qualifications
- Finance/accounting, leadership, investments, HR/Executive Compensation, risk management; recognized as Audit Committee Financial Expert.
- Former multi-hat operating executive (President/CFO/COO) with extensive financial reporting and board oversight experience.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Yoram “Rami” Abada | 76,750 | <1% | Includes the vested or deemed-vested portions of options listed below |
Breakdown of Abada option grants included in beneficial ownership (vested or deemed-vested status as of Mar 24, 2025):
- 6,000 options (2/2/2017), 6,000 (2/16/2018), 6,000 (1/11/2019), 6,000 (3/25/2020), 8,000 (3/26/2021), 8,000 (3/28/2022), 8,000 (3/28/2023), 8,000 (3/20/2024) – all vested .
- 15,000 options (1/7/2025) – 3,750 vested; 10,000 options (3/27/2025) – 2,500 vested (balance vesting in quarterly installments in 2025) .
Outstanding options as of Dec 31, 2024:
| Name | Shares Underlying Outstanding Options |
|---|---|
| Yoram “Rami” Abada | 56,000 |
Pledging/hedging of company stock is prohibited without CFO pre-approval; no pledging by Abada is disclosed in the proxy.
Governance Assessment
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Strengths
- Experienced operating and finance executive; designated Audit Committee Financial Expert and Audit Chair, supporting financial reporting oversight and risk management.
- Independent director status and strong engagement (≥75% attendance; Audit Committee active with four meetings in 2024).
- Compensation Committee member; Board has a clawback policy and anti-hedging/pledging policy.
-
Concerns / Watch items
- RED FLAG: Related-party credit facility with Newtek Bank while a Newtek executive (Barry Sloane) serves on IPM’s Board; although governed by an amended Related Party Transactions Policy and Audit Committee oversight, this elevates conflict-of-interest risk and scrutiny of committee independence and process.
- Governance structure: Combined CEO/Chair and no Lead Independent Director “in the foreseeable future,” which can weaken independent oversight; places added onus on committee chairs (including Abada) to provide counterbalance.
- Compensation Committee did not engage an independent compensation consultant in 2024; acceptable for smaller issuers but can be a governance yellow flag as complexity (e.g., post-transaction integration) increases.
-
Alignment & incentives
- Director pay mixes cash retainers with annual option grants; for 2024, Abada’s mix skews toward cash (cash $39,000; options grant-date fair value $20,588). Calculated from disclosed amounts.
- No director ownership guidelines disclosed; however, Abada maintains ongoing option exposure and modest share ownership (<1%).
-
Overall view
- Abada contributes seasoned financial oversight as Audit Chair and financial expert, a clear positive for investor confidence. Effective mitigation of the Newtek-related facility through robust Audit Committee process, transparent disclosure, and application of the amended related-party policy will be important to maintain governance quality.