Amitay Weiss
About Amitay Weiss
Amitay Weiss, age 63, has served on N2OFF, Inc.’s (NITO) board since August 2020 and as Chairman since May 24, 2021; he holds a B.A. in economics (New England College), an M.B.A. from Ono Academic College (an Israeli branch of University of Manchester), and an LL.B. from Ono Academic College . The company maintains a split leadership structure with Weiss as non-executive Chair and David Palach as CEO, which the board states supports independent oversight . The company lists Class II directors (including Weiss) with terms expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amitay Weiss Management Ltd. | Founder & CEO | Since April 2016 | Economic consulting firm founded by Weiss |
| Gix Internet Ltd. | CEO (director until 2022) | CEO since Sept 2022; director 2019–2022 | Executive leadership; prior board service |
| Automax Motors Ltd. | Chairman | Since 2021 | Board leadership |
| Clearmind Medicine Inc. | Chairman | Since 2019 | Board leadership |
| SciSparc Ltd. | Chairman | Since 2020 | Board leadership; note related-party link in NITO transactions (see “Other Directorships & Interlocks”) |
| ParaZero Ltd. | Chairman | Since 2022 | Board leadership |
| Charging Robotics, Inc. | Chairman | Since 2022 | Board leadership |
| Maris Tech Ltd. | Chairman | Since 2023 | Board leadership |
External Roles
| Company/Institution | Role | Since | Notes |
|---|---|---|---|
| Solterra Energy Ltd. | Director | 2022 | Parent of SRE; NITO entered loans/investments with Solterra entities (related-party) |
| Arazim Investments Ltd. | Director | 2020 | Public company director |
| Upsellon Brands Holdings Ltd. | Director | 2020 | Public company director |
| Viewbix, Inc. | Director | 2022 | Public company director |
| Jeff’s Brands Ltd. | Director | 2022 | Public company director |
| Tomer Ltd. (Israeli governmental company) | Director | 2024 | State-related enterprise board role |
Board Governance
- Independence: NITO’s board identified six independent directors; Weiss is not listed among independent directors and therefore is not independent under Nasdaq rules .
- Committees: Audit (Kalifi-chair, Arbib, Rosenbloom), Nominating & Governance (Rosenbloom-chair, Berenstein, Arbib), Compensation (Berenstein-chair, Rosenbloom, Arbib); Weiss is not named on these committees .
- Attendance: In 2024 the board held 12 meetings; each director attended all board and committee meetings held for their service period, except Mr. Rosenbloom missed one board meeting (implying Weiss had full attendance) .
- Board structure: Chair and CEO roles are separated (Weiss as Chair; Palach as CEO); the board states this enhances independence and oversight .
- Classified board: Weiss is Class II; his term expires at the 2026 annual meeting .
- Policies: Anti-hedging policy prohibits directors, officers, employees, consultants, and contractors from hedging or monetization transactions involving company securities . NITO adopted a clawback policy on November 12, 2023 in response to Nasdaq Rule 10D-1 (filed with the 2024 Form 10-K) .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Director fees (cash) – Weiss | $132,593 |
| Stock awards (grant-date fair value) – Weiss | $91,945 (10,000 shares at $9.19 on Dec 23, 2024) |
| Option awards – Weiss | $0 (no options granted) |
| Total – Weiss | $224,538 |
| 2024 Director Equity Grant Detail | Value/Terms |
|---|---|
| Grant date | December 23, 2024 |
| Shares granted to Weiss | 10,000 |
| Grant price (per share) | $9.19 |
- The cash retainer for Weiss exceeded the equity grant value in 2024; no option awards were granted to directors .
Performance Compensation
| Item | Disclosure |
|---|---|
| Director option awards (2024) | None disclosed for Weiss; option awards column shows “-” for directors |
| Performance metrics tied to director pay | Not specified for 2024 grants |
| Proposed 2025 director equity grant | Company intends to grant an aggregate of 750,000 restricted shares to directors under the 2022 Plan (subject to plan share increase approval); allocation among directors to be determined by the board; proposal presented as advisory and non-binding |
| Performance conditions for proposed grant | Not specified; proposal describes objectives (reward past service, align with stock price, incentivize service) without quantitative performance metrics |
Other Directorships & Interlocks
| Relationship/Entity | Nature | Governance/Conflict Note |
|---|---|---|
| SciSparc Ltd. | Weiss (and director Liat Sidi) serve on SciSparc’s board; SciSparc is a Seller in NITO’s acquisition of MitoCareX | Related-party linkage acknowledged; audit committee and board reviewed and approved the Purchase Agreement despite related-party aspects |
| Solterra Energy Ltd. / SRE | Weiss is a director of Solterra Energy; NITO entered multiple financing arrangements and equity purchases relating to Solterra entities | Loans and investments outlined; Weiss’s role at Solterra constitutes a related-party relationship disclosed by the company |
| Pure Capital (L.I.A. Pure Capital Ltd.) | Not a direct role for Weiss; familial link cited between Pure Capital’s owner and MitoCareX’s CEO | Relationship disclosed as related-party in context of MitoCareX and financing arrangements; board sought stockholder approvals for warrant and acquisition |
Expertise & Qualifications
- Education: B.A. in economics (New England College), M.B.A. (Ono Academic College/Univ. of Manchester branch), LL.B. (Ono Academic College) .
- Board experience: Multi-company chair and director roles across technology, life sciences, and industrials; NITO cites “diverse business, management and leadership experience” as the basis for his board qualification .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Amitay (Amitai) Weiss | 12,858 | <1% | October 24, 2025 (record date) |
| Shares outstanding (context) | 2,682,483 | — | October 24, 2025 |
- Section 16(a) compliance: Company states reporting persons timely filed ownership reports during 2024 (company representation) .
- Hedging/Pledging: Anti-hedging policy prohibits hedging/monetization; no pledging by Weiss is disclosed in the proxy .
Governance Assessment
- Positives: Chair/CEO separation and fully independent key committees (audit, compensation, nominating/governance) support board oversight; near-perfect board attendance in 2024; company-level anti-hedging policy and adoption of a clawback policy align with governance best practices .
- Independence: Weiss is not independent and serves as Chair; independent directors and committee structure help mitigate but do not eliminate concentration-of-influence risk at the chair level .
- Related-party exposure (RED FLAG): Disclosed links include (i) SciSparc (Weiss and Sidi are directors) as a Seller in the MitoCareX acquisition, and (ii) Solterra transactions while Weiss serves on Solterra’s board; these relationships were reviewed/approved (including by the audit committee) but create potential conflicts that investors should monitor in execution and terms .
- Director equity grants (RED FLAG): The planned aggregate grant of 750,000 restricted shares to directors (subject to plan increase) lacks specified quantitative performance metrics and could be materially dilutive depending on allocation and vesting terms .
- Capital structure context: The company has sought shareholder approvals for significant share issuances in connection with the MitoCareX acquisition and a warrant to Pure Capital, underscoring dilution and related-party sensitivities alongside the director grant proposal .