Ronen Luzon
My SizeAbout Ronen Luzon
Ronen Luzon (age 55) is Founder, Chief Executive Officer, and a Class III Director of My Size, Inc., serving on the board and as CEO since September 2013. He holds a B.S. in IT and Business Information Systems from Middlesex University (London) and previously founded and led Malers Ltd.; earlier roles included VP Marketing at GA Tech and Professional Services Manager at Eldat Communication . Under Luzon’s leadership, 2024 revenue grew 18% to $8.26M with net loss improving 37% to $(3.99)M; however, the company’s TSR proxy measure declined in 2024 (value of $100 fell from 199 to 157), highlighting mixed shareholder return alignment despite operational gains . My Size disclosed going-concern risk and reliance on additional capital, pointing to execution and financing risks that intersect with incentive design and retention .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Malers Ltd. | CEO & Founder | 2006–present | Built a security solutions business; entrepreneurial operating experience . |
| GA Tech | VP Marketing | n/d | Senior go-to-market leadership in international tech (years not disclosed) . |
| Eldat Communication | Professional Services Manager | n/d | Solutions delivery leadership in wireless/retail tech (years not disclosed) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Company states none of its directors are directors of other reporting companies . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $165,000 | $204,000 |
| Annual Bonus Paid (USD) | $0 | $86,000 |
| All Other Compensation (USD) | $115,000 | $83,000 |
| Total (USD) | $493,000 | $451,000 |
- Salary basis and adjustments: Employment agreement sets monthly base salary in Israel; increased to NIS 60,500 effective July 1, 2024 (from NIS 55,000). Eligible for discretionary bonus; standard Israeli benefits (education fund, pension/manager’s insurance, disability, vacation) .
- 2024 “All Other Compensation” detail for Luzon: Automobile-related $29,000; Manager’s Insurance $30,000; Education Fund $14,000; Other social benefits $10,000 .
Performance Compensation
| Grant Date | Instrument | Shares/Options | Strike (if option) | Vesting Schedule | Change-of-Control | Notes |
|---|---|---|---|---|---|---|
| Sep 29, 2022 | Restricted Stock | 12,500 | — | 1/3 on Jan 1, 2023; 1/3 on Jan 1, 2024; 1/3 on Jan 1, 2025 | Not specified | As of 12/31/2024, final tranche scheduled for 1/1/2025 . |
| Feb 14, 2024 | Restricted Stock | 37,500 | — | 1/3 on Jan 1, 2025; 1/3 on Jan 1, 2026; 1/3 on Jan 1, 2027 | Accelerated vesting upon CoC | Creates recurring vest events on Jan 1 over 2025–2027. |
| Oct 8, 2020 | Stock Options | 800 | $8.72 (repriced to $1.28 on 6/4/2025) | 200 each on 11/26/2020, 5/26/2021, 11/26/2021, 5/26/2022 (fully vested) | Not specified | Company repriced these options on 7/13/2023 to $8.72 , then again on 6/4/2025 to $1.28 . |
Additional pay-versus-performance context (company metric):
- TSR (value of initial $100 investment): 2023 = 199; 2024 = 157 .
- Compensation Actually Paid (SEC CAP) to PEO: $537,307 (2023); $526,822 (2024) .
Note: Company does not disclose annual incentive performance metrics/weighting; bonuses appear discretionary with no detailed metrics provided .
Equity Ownership & Alignment
| As of Date | Total Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| July 8, 2025 | 65,200 | 2.10% (o/s 3,103,076) | Footnote indicates composition includes 50,000 restricted shares, 800 options, and spouse’s equity (21,750 RS; 400 options) deemed beneficially owned (spouse: Billy Pardo, COO/CPO) . |
| Nov 4, 2024 | 73,200 | 5.8% (o/s 1,260,131) | Footnote composition: 50,000 RS; 800 options; spouse 21,750 RS; 650 options . |
Vested vs. unvested detail at FY-end 2024:
- Unvested RS: 41,667 (12,500 grant with final 4,167 vesting 1/1/2025; 37,500 grant vesting 2025–2027) .
- Options: 800 vested/exercisable; none unexercisable for Luzon .
- Hedging/pledging: Anti-hedging policy prohibits short sales, options, hedging; pledging requires pre-clearance; no specific disclosure of any pledged shares .
- Clawback: Executive officer clawback policy adopted per Nasdaq Rule 10D-1 .
Vesting-related insider selling pressure windows:
- Jan 1, 2025 vesting events: 12,500 shares from 2024 grant plus final 4,167 from 2022 grant (aggregate 16,667 vest) .
- Subsequent vestings on Jan 1, 2026 and Jan 1, 2027 for the remaining 25,000 shares from the 2024 grant .
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Employment agreement (My Size Israel) effective Sept 1, 2018; current role CEO . |
| Base Salary | NIS 60,500 per month effective July 1, 2024 (from NIS 55,000) . |
| Bonus | Eligible for discretionary bonus (no formula disclosed) . |
| Benefits | Education fund, pension/manager’s insurance, disability insurance, vacation, sick leave, expense reimbursement . |
| Severance | Payments to pension/manager’s insurance in lieu of statutory severance (per Israeli practice), subject to conditions . |
| Notice | 75 days’ notice by either party . |
| Termination for Cause | Company may terminate without notice/payment in lieu for Cause . |
| Non-compete/Non-solicit | Customary arrangements; enforceability may be limited by applicable law . |
| Change-of-Control | 2/14/2024 RS grant provides accelerated vesting upon change in control . |
| Trading policy | Blackout periods; pre-clearance of trades and any pledge/transfer; anti-hedging policy . |
Board Governance (including dual-role implications)
- Role and tenure: CEO and Director (Class III); re-elected Dec 2024; current Class III term expires at 2027 annual meeting .
- Chairman: Role is currently vacant; company maintains flexible separation of CEO/Chair roles .
- Independence: Luzon is not independent (CEO); independent directors are marked with asterisks in proxy (Kaufman, Golan, Branitzky, Zimmerman) .
- Committees: Audit (Chair: Roy Golan), Compensation (Chair: Oron Branitzky), Nominating & Governance (Chair: Arik Kaufman); all members independent .
- Attendance: Board met 15 times in 2024; all directors attended 100% of meetings .
- Family relationships: CEO (Luzon) and COO/CPO (Billy Pardo) are spouses—potential independence/related-party optics (company discloses no related-party transactions above thresholds) .
Compensation Structure Analysis
- Shift toward cash + retention equity: 2024 pay shows a return of cash bonus ($86k) alongside time-based RS; no disclosed formula/metrics for annual bonus (limits pay-for-performance transparency) .
- Option repricing (red flag): Board repriced underwater options from $208 to $8.72 (7/13/2023) and again to $1.28 (6/4/2025); Luzon’s 800 options were included each time . This reduces performance risk borne by options and may blunt shareholder alignment.
- Evergreen and equity pool expansion (dilution risk): 2025 proxy seeks to increase 2017 Plan reserve to 756,691 shares and add a 5% annual “evergreen” for 2026–2029, expanding equity capacity materially .
- CoC protection: 2/14/2024 RS grant accelerates on change of control—retention-friendly but potentially value-dilutive in a sale scenario .
- Clawback and anti-hedging: Governance-positive features adopted (recoupment and prohibitions on hedging/speculative trades) .
Risk Indicators & Red Flags
- Option repricings (2023, 2025) indicate tolerance for modifying underwater awards—potential misalignment with shareholder losses .
- Related-party optics: CEO’s spouse is a senior officer (COO/CPO) .
- Significant equity plan expansion with evergreen raises dilution concerns .
- Going-concern language and capital-raising needs elevate retention/turnover risk across leadership .
- Reverse stock splits and Nasdaq bid compliance actions highlight capital structure and listing risk (context from prior filings) .
Director Compensation (for reference)
- CEO/director receives no additional board fees; non-employee director fees are modest with small option/RS unit grants (e.g., $325 per meeting; 2,500 RSUs granted to non-employee directors on Feb 14, 2024, vesting Jan 1, 2025) .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue (USD) | $7.00M | $8.26M |
| Net Loss (USD) | $(6.38)M | $(3.99)M |
| TSR (Value of $100) | 199 | 157 |
- Operational highlights in 2024 included >100 brands on Naiz Fit platform and expanded integrations (Shopify, Magento, Salesforce, Global-e, etc.) .
- CFO transition executed in 2025 with appointment of Oren Elmaliah (former director), compensated via a services agreement; governance adjusted with new independent director (Roy Golan) chairing Audit .
Equity Plan, Vesting Schedules, and Potential Selling Pressure
- Unvested RS at 12/31/2024: 41,667 shares for Luzon, with 16,667 vesting on 1/1/2025 and remaining 25,000 vesting on 1/1/2026 and 1/1/2027 .
- Blackout policy and pre-clearance apply; hedging prohibited .
- 2017 Plan outstanding options (company-wide) as of 12/31/2024: 13,926 at weighted-average $6.97; only 9,074 shares available pre-proposed increase—hence need for pool expansion .
Say-on-Pay & Shareholder Feedback
- No say-on-pay results disclosed in the cited documents. (Company is a smaller reporting company; not all CD&A elements are provided) .
Employment & Contracts (Severance/CoC)
- No cash severance multiple disclosed for CEO; benefits funding substitutes for statutory severance (Israeli practice) .
- CoC equity acceleration limited to specified RS awards (e.g., 2/14/2024 grant) .
- Non-compete enforceability may be limited under applicable law .
Board Service History and Committee Roles
- Service: Director since 2013; currently Class III (term to 2027) .
- Committee roles: None (CEO; committees fully independent) .
- Independence and dual-role implications: Combined CEO/Director with spouse as COO/CPO raises independence and related-party optics; however, Chair role is vacant (past practice has been separation), and a fully independent committee structure mitigates some risks .
Investment Implications
- Alignment: Luzon’s ownership (2.1%) and multi-year RS vesting align him to equity value; clawback and anti-hedging are positives. Yet option repricings (to $1.28 in 2025) and significant equity plan expansion/evergreen weaken shareholder alignment and heighten dilution risk .
- Retention vs. performance: Large time-based RS vests and repricings indicate a tilt toward retention over strict performance pay; absence of disclosed annual performance metrics reduces pay-for-performance clarity .
- Trading signals: Concentrated vesting dates (Jan 1 of 2025–2027) and repriced, fully vested options create windows for potential selling, subject to blackouts/pre-clearance .
- Governance: Independent committees, audit chair refresh, and full meeting attendance are positives; dual-executive spouse relationship and CEO’s dual role are notable governance considerations .
- Execution risk: While 2024 revenue grew and losses narrowed, TSR declined and the 10-K cites going-concern risk and capital needs—investors should weigh incentive structures against these execution and financing risks .
Sources: 2025 DEF 14A [1:], 2024 DEF 14A [2:], 2024 10-K (filed Mar 27, 2025) [40:], 8-Ks [6:] [7:] [8:], Press Release (Mar 28, 2025) [39:*].