Zeev Rotstein

About Zeev Rotstein

Professor Zeev Rotstein, M.D. (age 74) is an internationally recognized cardiologist and healthcare systems executive appointed to NanoVibronix’s Board in connection with the 2025 merger; the Board determined he is independent under Nasdaq rules and financially literate for audit committee service . Education: M.D. (Sackler School of Medicine, Tel Aviv University), MHA (Leon Recanti Graduate School of Business Administration, Tel Aviv University); fellowships at New York Department of Health, Tufts University, and Johns Hopkins Bloomberg School of Public Health .

Past Roles

External Roles

No public company directorships beyond NAOV were disclosed in the proxy .

Board Governance

• Independence: The Board determined Rotstein is independent under Nasdaq rules; he is financially literate and qualified for audit committee service .
• Committees (current as of proxy date): Audit (member), Compensation (member), Nominating & Corporate Governance (member) .
• Committee leadership (post-Annual Meeting expected): Nominating & Corporate Governance Committee Chair (with Alison Geiger Burgett and David Johnson as members) .
• Board/Committee activity and attendance: In FY2024 the Board met 6 times; Audit met 4 times; Nominating met once; each director attended at least 75% of applicable meetings; last year’s annual meeting was not attended by any directors .

Fixed Compensation

• 2024 director compensation table did not include a line item for Rotstein; the company stated no compensation was paid to non‑employee directors other than amounts shown in that table for the one-year period ended December 31, 2024 .
• Policy cap: Under the 2024 Incentive Plan, outside directors may not receive awards exceeding $700,000 in a calendar year (plus a one-time additional $700,000 for newly appointed/elected directors); cap excludes awards via deferred compensation in lieu of cash retainers .

Performance Compensation

• Compensation Committee mandate: develop and implement compensation policies that align incentives with long-term strategy and enduring stockholder value .
• Director performance metrics: No specific performance metrics (e.g., revenue, EBITDA, TSR, ESG) were disclosed for director awards .
• Equity plan mechanics: Share reuse and award issuance limits under the 2024 Plan are defined; awards may be satisfied in stock or cash, with recycling provisions for forfeited/cancelled awards .

Other Directorships & Interlocks

Expertise & Qualifications

• Domain expertise: Cardiovascular medicine, hospital operations, and health systems management .
• Financial literacy: Board determined audit committee members (including Rotstein) can read and understand fundamental financial statements; Rotstein qualifies as independent for Audit per Nasdaq/SEC rules .
• Senior executive experience: Led two major Israeli hospitals with restructuring and operational turnarounds .

Equity Ownership

(*) Represents ownership of less than 1%. Footnote defines beneficial ownership to include options/warrants exercisable within 60 days .

No pledging or hedging of company stock by Rotstein was disclosed, and no related‑party transactions involving Rotstein were identified; aside from described items, the company reported no related‑party transactions exceeding thresholds since January 1, 2023 .

Governance Assessment

• Signals of board effectiveness
  • Independence and multi‑committee service (Audit, Compensation, Nominating) indicate robust governance engagement; expected elevation to Nominating Chair adds oversight responsibility .
  • Audit committee financial literacy confirmed; committee met 4 times in 2024, supporting oversight cadence .
• Alignment and incentives
  • Zero share ownership at the Record Date may indicate limited “skin in the game” pending future equity grants; plan caps on outside director awards are in place .
• Attendance and engagement
  • Each director attended at least 75% of meetings in 2024; however, non‑attendance by all directors at the prior annual meeting is a shareholder‑engagement concern .
• Conflicts and related‑party exposure
  • No Rotstein‑specific related party transactions were disclosed. Prior conflicts involved a former director’s law firm; the proxy notes those matters and affirmatively states no other qualifying related‑party transactions in the period .
• Structural/transition considerations
  • Multiple director resignations in early 2025 and committee reconstitutions reflect a transitional board period; Rotstein’s appointment and role on Audit tied to the merger and indemnification agreement entry indicate standard governance protections during change .

RED FLAGS

• Zero share ownership at Record Date may weaken direct economic alignment if not addressed via future equity grants .
• No director attended last year’s annual meeting—negative signal for shareholder engagement .
• Board turnover in 2025 (several resignations) suggests governance stability risk during transition .

Positive Signals

• Independence across all committees and expected Nominating Chair role reinforces governance quality .
• Audit committee financial literacy and established charters for all committees support oversight standards .