Dr. John William Poduska
About Dr. John William Poduska
Dr. John William Poduska, 87, has served as an independent director of Lifeward Ltd. (LFWD) since 2014. He holds a Sc.D. from MIT and an Honorary Doctorate of Humane Letters from Lowell University, with core credentials in computer engineering and company-building as founder of Apollo Computer and Prime Computer. His current board term is up for re‑election as a Class II director through the 2028 annual meeting, reflecting long tenure and deep governance continuity at LFWD .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Advanced Visual Systems Inc. | Chairman | Jan 1992 – Dec 2001 | Led a provider of visualization software |
| Stardent Computer Inc. | President & CEO | Dec 1989 – Dec 1991 | Computer manufacturer leadership |
| Stellar Computer Inc. | Chairman & CEO | Dec 1985 – Dec 1989 | Founded; predecessor to Stardent |
| Apollo Computer Inc. | Founder | Not disclosed | Early workstation/computing pioneer |
| Prime Computer, Inc. | Founder | Not disclosed | Early computing pioneer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EXA Corporation (Nasdaq: EXA) | Director; Chairman; Nominating & Corporate Governance Committee member | Until 2018 | Public company (past) |
| Novell, Inc. | Director | Until 2011 | Public company (past) |
| Anadarko Petroleum Corporation | Director | Until 2009 | Public company (past) |
| Safeguard Scientifics, Inc. | Director | Until 2009 | Public company (past) |
| Various privately‑held companies | Director | Current (not specified) | Ongoing private directorships |
No current public-company directorships are disclosed; this limits potential public-company interlocks with LFWD customers/suppliers. No related‑party transactions involving Dr. Poduska are disclosed in the proxy .
Board Governance
- Independence: The Board determined Dr. Poduska is independent under Nasdaq rules. All members of the Audit, Compensation, and Nominating & Corporate Governance committees are independent under applicable Nasdaq and SEC rules .
- Committees: Audit Committee member; Compensation Committee Chair. In 2024, the Audit Committee met 5 times and the Compensation Committee met 5 times .
- Attendance: In 2024 the Board held 13 meetings; all then‑incumbent directors except one (Hadar Levy) attended at least 75% of Board and committee meetings, implying Dr. Poduska met the 75% threshold .
- Executive sessions: The Board regularly holds executive sessions of independent directors without management .
- Related‑party oversight: The Audit Committee oversees and approves related‑party transactions under Israeli law; no transactions with 5% holders were reported since Jan 1, 2023 .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Audit | Member | 5 meetings |
| Compensation | Chair | 5 meetings |
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) |
|---|---|
| Annual retainer (non‑employee director) | $22,570 |
| Board meeting fees | $12,823 |
| Audit Committee member fee | $4,519 |
| Compensation Committee chair fee | $4,514 |
| Total cash fees (FY2024) | $44,426 |
Notes:
- Director equity grants are governed by policy, but LFWD’s 2014 plan ceased permitting new grants after Aug 19, 2024, constraining 2024 awards; the 2025 Incentive Plan (1.5M shares) is proposed to restore equity capacity .
Performance Compensation (Director Equity)
| Item | Terms |
|---|---|
| Initial RSU Award (upon appointment) | Value $50,000; vests quarterly over one year |
| Annual RSU Award | Value $50,000; vests quarterly over one year |
| 2024 Stock Awards (Poduska) | $0 (no RSUs shown for 2024 in table; context: 2014 plan expired Aug 19, 2024) |
| Change‑in‑control treatment (director RSUs) | Acceleration per Compensation Policy |
No director performance metrics (e.g., TSR, EBITDA) are tied to director equity; director compensation is predominantly fixed retainers plus time‑vested RSUs when plans permit grants .
Other Directorships & Interlocks
| Type | Company | Overlap/Notes |
|---|---|---|
| Public (past) | EXA Corporation | Chairman; N&CG member; until 2018 |
| Public (past) | Novell, Inc. | Until 2011 |
| Public (past) | Anadarko Petroleum | Until 2009 |
| Public (past) | Safeguard Scientifics | Until 2009 |
| Private (current) | Multiple | Unspecified private boards |
No current public interlocks disclosed; reduces conflict risk in LFWD’s ecosystem .
Expertise & Qualifications
- Computer engineering and technology commercialization expertise; founder of Apollo Computer and Prime Computer; C‑suite leadership across multiple computing firms .
- Board leadership (former Chairman at EXA; numerous public/private boards) .
- Education: Sc.D., MIT; Honorary Doctorate of Humane Letters, Lowell University .
Equity Ownership
| As of | Total Beneficial Ownership | % of Outstanding | Breakdown |
|---|---|---|---|
| June 23, 2025 | 20,102 shares | <1% | 20,033 shares + 69 options exercisable within 60 days |
| Dec 31, 2024 (outstanding awards) | Options: 69 | n/a | RSUs: none listed for Poduska |
No Section 16(a) filing delinquencies were reported for Dr. Poduska; one late Form 4 in 2024 pertained to another director (Michael Swinford) .
Governance Assessment
Strengths
- Independent director; chairs Compensation Committee and serves on Audit—strong involvement in pay oversight and financial controls .
- Attendance ≥75% in 2024; regular executive sessions of independents support robust oversight .
- No related‑party transactions disclosed involving Dr. Poduska; Audit Committee processes cover approvals under Israeli law .
- Significant governance experience, including prior chair role at a public company; deep operating background in technology .
Watch items / potential red flags
- Tenure and age: at 87 with service since 2014, board refresh and succession planning merit monitoring to sustain long‑term independence and energy on key committees .
- 2024 director equity mix skewed to cash (no RSU shown for Poduska in 2024), reducing “skin‑in‑the‑game” alignment for that year; however, the cessation of the 2014 Plan post‑Aug 2024 and proposed 2025 Plan provide context and a path to restore equity grants .
- Concentrated committee roles (Compensation Chair + Audit member) heighten key person risk; continued committee depth and succession planning advised .
Implications for investors
- Governance quality appears solid on independence, attendance, and committee structures; absence of related‑party exposure is supportive of investor confidence .
- Re‑establishing regular director equity awards under the 2025 Plan could improve alignment; investors may monitor equity grant resumption and ownership trends in future proxies .
- Given long tenure and advanced age, maintain focus on board refresh, committee continuity, and skills matrix evolution to match LFWD’s strategic needs .