Roy Golan
About Roy Golan
Roy Golan, 51, has served as an independent Class I director of My Size, Inc. since March 2025; he is Audit Committee Chair and a member of the Compensation and Nominating & Corporate Governance Committees . He is a licensed CPA with extensive CFO experience across public and private life sciences and diagnostics companies, and holds an LLM from Bar Ilan University and a BA from The College of Management in Rishon LeZion . The board identifies him as independent under Nasdaq rules, and he has no family relationships or related-party transactions requiring disclosure with My Size .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LiveKidney.Bio | Chief Financial Officer | Mar 2025–present | Finance leadership; private biotech CFO |
| Neurosense Therapeutics (NASDAQ: NRSN) | Director | Jul 2024–present | Public company board oversight in neurodegenerative therapeutics |
| Ayala Pharmaceuticals (OTCQX: ADXS) | Chief Financial Officer | Oct 2023–Jun 2024 | Post‑merger integration after BioSight transaction; clinical-stage oncology finance |
| BioSight Ltd. | EVP & Chief Financial Officer | 2019–2023 | Strategic financing and operations in hematology therapeutics |
| Exalenz Bioscience (TASE: EXEN) | President & Chief Financial Officer | 2018–2019 | Led commercial diagnostics operations; company later acquired by Meridian Bioscience |
| NeuroDerm (NASDAQ: NDRM) | Chief Financial Officer; previously VP Finance | 2015–2018 (CFO); prior VP Finance | Took company through IPO to acquisition by Mitsubishi Tanabe |
External Roles
| Company/Institution | Role | Public/Private | Start Date |
|---|---|---|---|
| Neurosense Therapeutics (NRSN) | Director | Public (NASDAQ) | Jul 2024 |
| LiveKidney.Bio | CFO | Private | Mar 2025 |
| Various prior issuers (ADXS, EXEN, NDRM) | Senior finance roles/directorships | Public listings noted | 2015–2024 (see Past Roles) |
Board Governance
- Committee assignments: Audit (Chair: Roy Golan), Compensation (member), Nominating & Corporate Governance (member) .
- Independence: Board determined all committee members, including Golan, are independent under SEC and Nasdaq rules .
- Attendance and engagement: In FY 2024, board met 15 times with 100% attendance; Audit met 4 times (100% attendance), Compensation met 3 times (100%), Nominating & Governance met once (100%) .
- Board leadership: Chairman role currently vacant; CEO serves as a director; board emphasizes flexible leadership structure .
- Anti‑hedging policy: Prohibits short sales, options, and hedging by directors and employees .
Fixed Compensation
| Element | Structure | Details |
|---|---|---|
| Cash meeting fees | Per‑meeting | $325 per meeting for non‑employee directors |
| Expense reimbursement | Policy | Travel and reasonable out‑of‑pocket expenses reimbursed |
| Annual retainer / chair fees | Not disclosed | No separate annual retainer or chair stipend disclosed for directors |
| Policy application to Golan | Alignment | Golan to receive compensation consistent with non‑employee directors |
Performance Compensation
| Equity Instrument | Grant | Vesting | Notes |
|---|---|---|---|
| RSUs to non‑employee directors | 2,500 RSUs per director (Feb 14, 2024) | Vest on Jan 1, 2025 | Programmatic equity for directors; granted prior to Golan’s appointment |
| Options (legacy) | Grants noted for directors in 2022 (fair values referenced in proxy) | As granted | Proxy references historic option awards and accounting treatment; not specific to Golan |
No director performance metrics (e.g., TSR, revenue or EBITDA goals) are disclosed for director compensation; equity awards appear service‑based rather than performance‑conditioned .
Other Directorships & Interlocks
| Company | Relationship to MYSZ | Potential Interlock/Conflict |
|---|---|---|
| Neurosense Therapeutics (NRSN) | Independent directorship | No MYSZ business relationship disclosed; no Item 404 related‑party transactions |
| LiveKidney.Bio | CFO role | No MYSZ business relationship disclosed; no Item 404 related‑party transactions |
Expertise & Qualifications
- Licensed CPA; advanced legal degree (LLM), BA in business/management .
- Deep CFO and corporate finance background across IPOs, M&A, and post‑merger integration in life sciences and diagnostics (NeuroDerm IPO and sale; Exalenz sale; Ayala/BioSight merger) .
- Audit Committee Chair role aligns with finance expertise; board cites committee independence and governance charters .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Roy Golan | 0 | 0.00% | DEF 14A shows no beneficial ownership as of July 8, 2025 |
- Anti‑hedging policy in place; no pledging disclosed for directors .
- Insider filing indicates initial Form 3 with no holdings at appointment .
Insider Filings
| Form | Filing Date | As‑of Transaction Date | Reported Holdings | URL |
|---|---|---|---|---|
| Form 3 (Director) | Mar 10, 2025 | Mar 6, 2025 | 0 shares reported | https://www.sec.gov/Archives/edgar/data/1211805/000149315225009697/0001493152-25-009697-index.htm |
Governance Assessment
- Strengths:
- Independent director with robust CFO credentials; chairs Audit Committee and serves on key committees, supporting board effectiveness in financial oversight .
- Committee independence affirmed; active committee cadence in FY 2024 suggests engaged governance processes .
- No related‑party transactions or family ties disclosed for Golan; clean independence profile .
- Watch‑items / RED FLAGS:
- Option repricing: Compensation Committee reduced exercise prices for outstanding options (including for executives and directors) on June 4, 2025 to $1.28; repricing is generally shareholder‑unfriendly and can indicate pay‑for‑retention pressure. Golan was a Compensation Committee member at that time, which may draw scrutiny of committee judgments .
- Chair vacancy and CEO/COO spousal relationship: Board Chair role is vacant; CEO and COO are spouses—this structural concentration can raise governance risk and heighten reliance on independent directors like Golan for oversight .
- Ownership alignment: As of July 8, 2025, Golan reported no MYSZ share ownership, which may be perceived as limited “skin‑in‑the‑game” unless future director equity grants are made post‑appointment .
- Additional signals:
- Clawback policy adopted for executive officers per Nasdaq 10D‑1, improving overall compensation governance framework; not specific to directors but positive for board oversight .
- Active board/committee meeting frequency reported for FY 2024; although Golan joined in 2025, similar engagement will be expected going forward .
Overall implication: Golan’s financial expertise and independence strengthen audit oversight during a period of equity plan expansion and option repricing. Investor confidence will hinge on the Compensation Committee’s approach to equity incentives and restraint on repricing, as well as visible director ownership alignment post‑appointment .