Oron Branitzky

About Oron Branitzky

Independent director of My Size, Inc. since March 2017; listed age 63 in the 2022 proxy. Career rooted in retail technology with leadership roles at Superup, Pricer AB, Eldat Communication, and Sarin Technologies; education includes a B.S. from Hebrew University and an MBA in International Marketing from Tel Aviv University .

Past Roles

External Roles

Board Governance

• Committee assignments and leadership:
  • Compensation Committee: Chair; members 2025: Branitzky, Roy Golan, Arik Kaufman; all independent (per Nasdaq) .
  • Audit Committee: Member; 2024 membership: Branitzky, Oren Elmaliah (Chair), Arik Kaufman; 2025 membership: Branitzky, Roy Golan (Chair), Arik Kaufman; all independent .
  • Nominating & Corporate Governance Committee: Member; chaired by Arik Kaufman .
• Attendance:
  • Board met 15 times in FY2024; all directors attended 100% (note: other than CEO, directors did not attend 2024 annual meeting) .
  • Audit Committee met 4 times in FY2023 and FY2024; members attended 100% each year .
  • Compensation Committee met 3 times in FY2024; 100% attendance; in FY2022 met 4 times with ≥75% attendance .
• Independence: Listed as independent (starred) in director table and committee independence affirmed per Nasdaq rules .
• Board leadership and policies:
  • Chairman role currently vacant; board maintains flexible CEO/Chair separation stance .
  • Anti‑hedging policy prohibits short sales, options, and hedging by directors .
  • Executive officer clawback policy (Rule 10D‑1 compliant) adopted; applies to executive officers (not expressly to directors) .

Fixed Compensation

Notes:

• Non‑employee director compensation includes per‑meeting fees; directors are reimbursed for reasonable travel/out‑of‑pocket expenses .

Performance Compensation

• Equity mix: Options introduced into non‑employee director compensation in 2024 (no options in 2021–2022), increasing equity‑based at‑risk pay in the year .
• Performance metrics: No performance metrics, PSUs, or TSR/ESG targets disclosed for director compensation; awards are reported as options by grant‑date fair value under ASC 718 .

Other Directorships & Interlocks

• Public company boards: Proxy states none of the directors (unless indicated) are directors in other reporting companies; no other reporting company directorships disclosed for Branitzky .
• Notable board interlocks: None disclosed for Branitzky .

Expertise & Qualifications

• More than 20 years managing sales of hi‑tech solutions to global retailers; deep retail technology and commercialization expertise .
• Education: B.S. (Hebrew University of Jerusalem); MBA in International Marketing (Tel Aviv University) .

Equity Ownership

Governance Assessment

• Strengths:
  • Independent director with consistent committee leadership as Compensation Committee Chair; high engagement with 100% meeting attendance in 2024 across board and key committees .
  • Committee independence affirmed; use of independent compensation consultant (Compvision) to assess stock‑based awards enhances pay governance .
  • Anti‑hedging policy and executive clawback framework support alignment and risk discipline (clawback applies to executive officers) .
• Watch items:
  • Low reported personal stake (1,264 shares as of March 8, 2024; <1%) may limit “skin‑in‑the‑game” alignment absent explicit director ownership guidelines (none disclosed) .
  • Board leadership: Chairman role vacant; while flexible structure is acknowledged, lack of a designated independent chair or lead independent director is a potential governance risk in small‑cap settings .
  • Governance environment includes a related‑party dynamic at management level (CEO and COO are spouses); not tied to Branitzky specifically, but elevates the importance of robust independent oversight .
• Committee evolution:
  • Audit Committee chair transitioned from Elmaliah to Golan in 2025; continuous presence by Branitzky aids continuity in financial oversight .
• Director pay structure:
  • Shift in 2024 toward inclusion of option awards increases equity exposure versus prior years; per‑meeting fee policy remains static at $286 .

Related Party Transactions and Risk Indicators

• Related party transactions involving Branitzky: None disclosed in proxies reviewed .
• Legal proceedings: No director involvement disclosed under Item 401(f) risk items .
• Anti‑hedging: Prohibited for directors .
• Clawback: Executive officer clawback policy adopted per Nasdaq/Rule 10D‑1 (director applicability not specified) .

Compensation Committee Analysis

• Composition and independence: Compensation Committee composed of independent directors; chaired by Branitzky .
• Consultant use: Engaged Compvision in 2021 for market competitiveness on long‑term stock‑based incentives; participated in meetings and provided recommendations .
• CEO pay‑setting: CEO excluded from deliberations on his pay; committee retains sole authority over CEO compensation .
• Meetings and engagement: 3 meetings in FY2024 (100% attendance); 4 meetings in FY2022 (≥75% attendance) .

Director Compensation Structure Analysis

• Year‑over‑year mix: 2021–2022 all‑cash director pay; 2024 adds options (grant‑date fair value $8,773) signaling increased equity alignment and potential retention emphasis .
• Guaranteed vs at‑risk: Introduction of option awards increases at‑risk component; no disclosure of performance‑conditioned equity for directors .
• Repricing/modifications: None disclosed for director equity awards .

Director Meeting Attendance (Committee Detail)

Director Compensation (Branitzky)

Beneficial Ownership (Branitzky)

RED FLAGS: Limited personal ownership (<1%), absence of disclosed director stock ownership guidelines, Chairman role vacant, and managerial spousal relationship (CEO/COO) heighten reliance on independent directors and committee rigor .