Yaron Eitan
About Yaron Eitan
Technology entrepreneur and investor with 30+ years’ experience; Chairman of Marpai’s Board since April 1, 2021, transitioning to non-chair Director following the 2025 annual meeting . Age 69 as of the 2025 record date; holds a B.S. from Haifa University and an M.B.A. from The Wharton School . External board service includes Director at Nano Dimension Ltd. (Nasdaq: NNDM) since April 2020; prior Executive Chairman of DeepCube Ltd. (2017–2021) . Core credentials include deep learning/AI commercialization and company-building across private and public tech firms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marpai, Inc. | Chairman of the Board; Director | Chairman since Apr 1, 2021; will remain Director after 2025 meeting | Board leadership transition to CEO Damien Lamendola as Chair post-2025 meeting |
| DeepCube Ltd. | Executive Chairman | Feb 2017 – Mar 2021 | Oversight of deep learning company; prior to acquisition/industry activity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nano Dimension Ltd. (Nasdaq: NNDM) | Director | Since Apr 2020 | Public company directorship |
| Emporus Technologies, Ltd. | Chairman | Since Feb 2020 | Deep learning company leadership |
| Selway Capital LLC | Managing Partner | Since Dec 2008 | Investment/merchant banking role |
Board Governance
- Committee assignments: Not listed as a member of the Audit Committee (Shiv–Chair, DiClaudio, Calabrese) or Compensation Committee (DiClaudio–Chair, Pons) .
- Chair role: Served as Chairman since April 1, 2021; stepping down as Chair following the 2025 annual meeting; remains a Director .
- Independence: Company states independent directors are Sagiv Shiv, Colleen DiClaudio, Robert Pons, and Jennifer Calabrese; Eitan is not named as independent (implies non-independence) .
- Attendance/engagement: Attended the last annual stockholders’ meeting (with CEO Lamendola) . Audit Committee met four times in FY2024; Compensation Committee met four times in FY2024 and six times in FY2023 (Eitan is not a member) .
- Nominating/governance: No standing nominating committee; independent directors (Shiv, DiClaudio) recommend nominees to the Board .
Fixed Compensation (Directors)
| Component | Amount/Structure | Effective Dates | Notes |
|---|---|---|---|
| Annual cash retainer (independent directors) | $50,000/year (payable quarterly) | Approved Mar 20, 2022; terminated Dec 7, 2023 | Cash retainer eliminated in Dec 2023; replaced by equity RSUs |
| Meeting fees | None disclosed | N/A | No board/committee meeting fees disclosed |
Performance Compensation (Directors)
| Equity Element | Grant Size/Terms | Vesting | Effective/Approvals |
|---|---|---|---|
| RSUs (standard) | 50,000 RSUs for independent directors; 60,000 RSUs for committee chairs and the Chairman | 30% on grant; 35% after 1 year; 35% after 2 years | Approved Dec 7, 2023 (policy); January/May 2024 issuances tied to plan approvals |
| Tenure-based RSUs (additional) | 7,500 RSUs per year of service for each independent director; 5,000 RSUs per year for each non-independent director | Not specified beyond standard plan vesting constructs | Approved May 24, 2024 |
| Special one-time grant | 100,000 RSUs to one director for uplisting project; 50,000 vested 12/31/2024; 50,000 vest upon successful uplisting (currently not probable) | As noted | Approved Jun 18, 2024 |
Performance metrics: Director equity is time-based; no disclosed performance (revenue/EBITDA/TSR/ESG) metrics apply to director RSUs .
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Nano Dimension Ltd. | Nasdaq | Director since Apr 2020 | No disclosed customer/supplier overlap with Marpai in proxy |
| Emporus Technologies, Ltd. | Private | Chairman since Feb 2020 | Technology/AI focus; no disclosed related-party deals with Marpai |
| Selway Capital LLC | Private | Managing Partner since Dec 2008 | Investment firm; no disclosed related-party deals with Marpai in 2024–2025 proxy |
Expertise & Qualifications
- Technology/AI and entrepreneurship (Chairman roles at DeepCube and Emporus) .
- Finance/investing (Managing Partner at Selway Capital) .
- Education: B.S. (Haifa University), M.B.A. (Wharton) .
Equity Ownership
| Category | Details |
|---|---|
| Total beneficial ownership | 883,810 shares; 5.3% of outstanding as of July 1, 2025 |
| Common shares (direct) | 768,073 shares |
| Warrants | 56,948 warrants @ $31.60, expiring Feb 9, 2026 |
| Stock options | 62,500 options @ $4.44 (58,789 vested) |
| Pledging/Hedging | No pledging disclosed; company insider trading policy prohibits short sales, options, and hedging transactions for directors and covered persons . |
Insider Trades and Related Transactions
| Date | Transaction | Securities | Price/Terms | Notes |
|---|---|---|---|---|
| Dec 5, 2024 | Insider private placement | Purchased 110,619 shares of common stock | $1.13 per share | Participated with other insiders (CFO, President) |
| Jan 16, 2024 | Insider private placement (aggregate for insiders) | 1,322,100 shares issued to insiders including Eitan and Pons | $0.9201 per share | Individual allocation to Eitan not itemized in proxy |
| Consulting fees (historical) | Management consulting agreement | $15,000/mo; increased to $22,750/mo (Apr 2021–Mar 31, 2022 or termination) | Agreement ended; superseded by employment in 2023 | Related-party consulting; $88k total in 2023; $0 in 2024 |
| Employment agreement (historical) | Entered July 2023 | $168,000 annual salary | At-will | This employment relationship contributes to non-independence |
Director Compensation Mix and Structure
- Shift from cash to equity: Cash retainers for independent directors ($50,000/year) terminated Dec 7, 2023 in favor of RSU-based compensation (50,000 RSUs for independent directors; 60,000 RSUs for chairs/Chairman; time-vested) .
- Additional tenure-based RSUs per year of service added May 24, 2024 (7,500 RSUs independent; 5,000 RSUs non-independent) .
Employment & Contracts (Relevance to Independence)
- Eitan’s consulting agreement (Apr 2021–Mar 2022) transitioned to an employment agreement (July 2023) with $168,000 salary (at-will). The company’s 2025 proxy lists independent directors and does not include Eitan, indicating he is not considered independent under Nasdaq rules .
Risk Indicators & Red Flags
- Independence: Not listed among independent directors in 2024 and 2025 proxies (governance independence concern) .
- Related-party exposure: Prior consulting agreement and subsequent employment agreement with the company; insider participation in private placements, including a disclosed December 2024 purchase (alignment + potential conflict) .
- Hedging/Pledging: Insider trading policy prohibits hedging/derivative transactions; no pledging disclosed (positive) .
- Legal/Regulatory: Company states directors have not been involved in material legal proceedings as defined by Item 401(f) (positive) .
Governance Assessment
- Alignment: Material personal ownership (5.3%), additional options/warrants, and participation in financing suggest strong financial alignment with shareholders .
- Independence/Conflicts: Not identified as independent; history of consulting and employment arrangements with Marpai limits independence, and insider financings can create perceived conflicts (mitigated by related-party review under Audit Committee charter) .
- Board effectiveness: Not on Audit or Compensation Committees; attended last annual meeting; board is adding structure (committee activity; considering future governance/nomination committee) .
- Overall: Strong operating/AI background and ownership stake benefit strategic guidance and alignment; however, non-independence and related-party history warrant monitoring for conflicts and ensure robust recusal and Audit Committee oversight on any transactions .