Avi Liss
About Avi Liss
Avi Liss is an independent director and Corporate Secretary of Netcapital Inc. (NCPL), serving on the board since August 2010. He is the President of Liss Law, LLC (since August 2009) and previously served as a judicial law clerk to Hon. Stephen S. Mitchell, U.S. Bankruptcy Court (E.D. Va.), with board-qualifying experience in legal governance matters; age 44 (as of the 2024 proxy record), and nominated for re‑election at the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liss Law, LLC | President | Aug 2009–present | Legal governance expertise relevant to board oversight |
| U.S. Bankruptcy Court (E.D. Va.) | Judicial Law Clerk to Hon. Stephen S. Mitchell | Date not disclosed (prior to Aug 2009) | Bankruptcy and legal process experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Liss Law, LLC | President | Aug 2009–present | Real estate conveyances specialization |
Board Governance
- Committees and roles:
- Compensation Committee: Chair; members include Liss, Arnold Scott, Steven Geary .
- Audit Committee: Member; Geary is Chair; committee members are Scott, Liss, Geary; all members independent and financially literate under Nasdaq and Rule 10A‑3 .
- Nominating & Corporate Governance Committee: Member; Scott is Chair; members are Liss, Scott, Geary .
- Independence: Board determines that Liss is an independent director under Nasdaq Rule 5605 .
- Board activity and meeting cadence:
- Board held no meetings and acted by written consent 19 times in FY2024 and FY2025 .
Committee Meetings and Actions
| Metric | FY2024 | FY2025 |
|---|---|---|
| Board meetings | 0 | 0 |
| Board written consents | 19 | 19 |
| Audit Committee meetings | 1 | 4 |
| Audit Committee written consents | 3 | 2 |
| Compensation Committee meetings | 0 | 0 |
| Compensation Committee written consents | 1 | 1 |
| Nominating & Governance meetings | 0 | 0 |
| Nominating & Governance written consents | 1 | 1 |
- Audit Committee report confirms oversight of financial reporting and auditor independence (Fruci & Associates II, PLLC) and recommendation to include audited financials in FY2025 10‑K .
Fixed Compensation
- Non‑Employee Director Compensation policy: Equity‑based program effective Feb 9, 2022; no cash compensation for directors; reimbursement only for reasonable expenses .
- FY2024: Company states no compensation was paid to independent directors in the year ended Dec 31, 2024 .
- FY2025 Director Compensation (as reported):
| Name | Fees earned or paid in cash ($) | Stock-based awards ($) | Option awards ($) | Non‑equity incentive plan ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Avi Liss | 0 | 0 | 0 | 0 | 0 | 0 |
Performance Compensation
- Director equity awards: On April 25, 2023, options granted to each independent director (including Liss) for 286 shares; exercise price $98.00; out‑of‑the‑money at grant; 10‑year term (expires Apr 25, 2033); vesting terms not disclosed .
| Grant Date | Award Type | Shares | Exercise Price | Expiration | Vesting | Notes |
|---|---|---|---|---|---|---|
| Apr 25, 2023 | Stock Option | 286 | $98.00 | Apr 25, 2033 | Not disclosed | Granted under 2023 Omnibus Equity Incentive Plan |
- Plans: 2023 Omnibus Equity Incentive Plan (broad‑based equity awards; 10‑year plan term; administrator discretion) and 2021 Equity Incentive Plan (options/RSUs/other awards; directors have options outstanding) .
Other Directorships & Interlocks
| Company | Role | Tenure | Committee/Interlock | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No public company board roles disclosed for Liss |
Expertise & Qualifications
- Board biography emphasizes legal governance experience; President of a law firm; prior federal bankruptcy court clerkship .
- Audit Committee membership requires and confirms financial literacy; all members (including Liss) satisfy Nasdaq Rule 10A‑3 requirements .
Equity Ownership
- Beneficial ownership and option detail for Avi Liss (record dates per proxies):
| Metric | 2024 Record Date | 2025 Record Date |
|---|---|---|
| Shares beneficially owned | 312 | 407 |
| Options exercisable within 60 days (included in above) | 154 | 247 |
| Percent of common stock | <1% | <1% |
| Shares outstanding (context) | 579,445 | 3,040,380 |
- No disclosures found of hedging or pledging by Liss; nomination bylaw text requires disclosure of hedging/derivatives by director nominees but no Liss‑specific hedging/pledging was reported .
Governance Assessment
-
Positives:
- Independent director; Chairs Compensation Committee; serves on Audit and Nominating & Governance, suggesting broad governance engagement and legal/oversight expertise .
- No cash fees; equity‑oriented director compensation policy aligns with shareholder interests; FY2024–FY2025 show no cash or equity paid beyond prior option grant .
- Audit Committee attests to auditor independence and recommended inclusion of audited financials, supporting financial reporting oversight quality .
-
Concerns/RED FLAGS:
- Board meeting cadence relies almost entirely on written consents; zero formal board meetings in FY2024 and FY2025 may limit deliberation transparency and investor confidence .
- Compensation Committee held no meetings in FY2024 and only acted by one written consent in FY2025; limited formal engagement could be perceived as weak oversight of pay and incentives .
- Ownership alignment is modest (<1% beneficial ownership), which may indicate lower direct economic exposure for Liss; however director equity options exist from 2023 .
-
Related‑party/Conflicts:
- No related‑party transactions reported involving Liss; broader related party matters disclosed for other insiders (e.g., CFO family affiliations) but not specific to Liss .
-
Overall implication: Liss brings legal governance skills and serves as Compensation Chair, but the board’s reliance on written consents and limited committee meetings present governance process risks; investors should monitor committee activity levels and future director equity grants/ownership growth for improved alignment .