Sagiv Shiv
About Sagiv Shiv
Independent director of Marpai, Inc. (MRAI) since February 1, 2023; age 68; audit committee chair and designated “audit committee financial expert.” Background spans M&A leadership roles at Aldwych Capital Partners (Managing Director, Head of M&A), National Securities Corporation, StoneX Inc., and Merriman Capital; academic appointments at IESE and Griffith; B.Sc. in Finance and Ph.D. in International Finance; FINRA Series 7, 63, 24, 79, 99 licenses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aldwych Capital Partners | Managing Director; Head of M&A and Advisory | 2023–present | Leads cross-border M&A advisory; advised governments and corporates |
| B. Riley Financial, Inc. | Managing Director; Head of M&A | May 2021–Oct 2022 | M&A leadership (dates disclosed in 2024 proxy) |
| National Securities Corporation | Managing Director; Head of M&A | Jan 2016–Oct 2022 | Led M&A team |
| StoneX Inc.; Merriman Capital | M&A leadership | Not disclosed | Prior leadership roles cited |
| Academic (IESE; Griffith) | Lecturer; Clinical Professor | Not disclosed | Peer reviewer; associate editor; publications and teaching |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lomiko Metals Inc. (TSX-V: LMR) | Lead Independent Director; Audit Committee Chair | Dec 2021–Dec 2024 | Chaired audit; ended Dec 2024 |
| American Finance Association; Financial Management Association | Member | Not disclosed | Professional affiliations |
| Nanotechnology Law & Business Journal | Associate Editor | Not disclosed | Editorial role |
Board Governance
- Independence: Board determined Sagiv Shiv is independent under Nasdaq Listing Rule 5605(a)(2) .
- Committee assignments:
- Audit Committee: Chair; financial literacy confirmed; designated “audit committee financial expert” under SEC rules .
- Compensation Committee: Not a member; committee composed of Robert Pons (member) and Colleen DiClaudio (chair) .
- Director nominations: With Colleen DiClaudio (both independent) handle nominating responsibilities (no standing nominating committee) .
- Committee engagement and attendance: Audit Committee met four times in FY 2024; all members attended at least three meetings and three members attended all meetings .
- Shareholder support: 2025 annual meeting vote for Sagiv Shiv—For: 10,932,384; Against: 51,121; Abstain: 5,039; Broker non-votes: 1,401,237, indicating strong investor support .
Fixed Compensation
| Year | Cash Retainer (Annual) | Committee Chair Fees (Cash) | Notes |
|---|---|---|---|
| 2022 | $50,000 | Included in annual fee structure | Approved March 20, 2022; paid quarterly |
| 2023 | Terminated | Terminated | Cash director fees ended Dec 7, 2023; equity-only comp adopted |
| 2024 | None | None | No cash director compensation; equity RSUs framework applied |
Performance Compensation
| Award Type | Grant Policy/Date | Quantity | Vesting Schedule | Notes |
|---|---|---|---|---|
| RSUs (Independent Directors) | Dec 7, 2023 policy | 50,000 RSUs | 30% at grant; 35% at year 1; 35% at year 2 | Adopted in lieu of cash fees |
| RSUs (Committee Chairs) | Dec 7, 2023 policy | 60,000 RSUs | 30% at grant; 35% at year 1; 35% at year 2 | Audit chair qualifies |
| RSUs (Service-Based) | May 24, 2024 approval | 7,500 RSUs per year of service (independent); 5,000 RSUs per year (non-independent) | Time-based vesting per program | Additional annual service grants |
| Special RSU Grant (Project-Based) | June 18, 2024 special | 100,000 RSUs (one director) | 50,000 vested 12/31/2024; 50,000 contingent on uplisting | Uplisting not yet probable; no expense recognized for remaining 50k |
- No director performance metrics (e.g., revenue, EBITDA, TSR) are disclosed as triggers for director equity awards; vesting is time-based and/or project-outcome contingent (uplisting) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlocks with MRAI | Potential Conflict Notes |
|---|---|---|---|
| Lomiko Metals Inc. | Lead Independent Director; Audit Chair | Different industry (metals/mining); no disclosed transactions with MRAI | No related-party exposure disclosed to MRAI |
Expertise & Qualifications
- Financial expert: Designated “audit committee financial expert”; meets financial literacy requirements .
- Capital markets/M&A: Led M&A at multiple firms; cross-border expertise; industry awards—M&A Deal of the Year (cross-border, < $500M, 2014) and Turnaround Deal of the Year (healthcare, < $50M, 2019) .
- Academic credentials: Lecturer/clinical professor; peer reviewer; associate editor; B.Sc. Finance; Ph.D. International Finance .
- Licenses: FINRA Series 7, 63, 24, 79, 99 .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Shares Outstanding | Composition |
|---|---|---|---|
| Sagiv Shiv | 87,458 | <1% | 49,000 common shares; options for 43,750 at $3.56 (36,459 vested); 2,000 vested RSUs |
- Pledging/hedging: Insider trading policy prohibits short sales, options/derivatives, and speculative transactions; establishes blackout and pre-clearance procedures .
- Ownership guidelines: Not disclosed for directors .
Governance Assessment
-
Strengths:
- Independence and audit leadership: Chair of Audit Committee; SEC “financial expert” designation enhances board oversight quality .
- Engagement: Audit Committee met four times in FY 2024 with high attendance; robust charter duties including related-party review and auditor oversight .
- Investor confidence: Strong re-election vote margins for Shiv signal shareholder support .
- Alignment: Shift from cash to RSU-based director compensation increases equity alignment; time-based vesting reduces near-term risk taking incentives .
- Related-party controls: Audit Committee pre-approves related-party transactions; quarterly monitoring; Code of Ethics conflict policies .
-
Risks/Watch items:
- Equity reliance: Full equity comp for directors (no cash retainer) may contribute to dilution over time; ensure grant sizing remains prudent .
- Uplisting-contingent RSUs: One-time project grant introduces outcome-based rewards; monitor for precedent-setting and performance linkage clarity .
- Preferred stock authorization: Board obtained approval for 2,000,000 blank-check preferred shares, increasing capital structure flexibility but with potential anti-takeover effects; governance risk is board-level rather than director-specific—investors should monitor usage and terms .
Overall, Shiv’s independence, audit chair role, and strong shareholder support are positives for governance quality at MRAI; no direct conflicts or related-party transactions are disclosed for him, and insider trading controls reduce alignment risks .
Appendix: Shareholder Meeting Voting (Signal of Director Support)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Sagiv Shiv | 10,932,384 | 51,121 | 5,039 | 1,401,237 |
Notes on Disclosures
- Director-specific grant dates and fair values (RSUs) by individual director are not itemized; program-level RSU counts and vesting terms are disclosed and applied to independent directors and committee chairs (including audit chair) .
- No director-specific board meeting attendance rates disclosed; committee-level attendance disclosed for Audit Committee .
- No Form 4 insider trade data included in proxies/8-Ks; beneficial ownership and award structures are disclosed in DEF 14A .