Asaf Itzhaik
About Asaf Itzhaik
Asaf Itzhaik (age 53) is a Class II independent director of N2OFF, Inc. (ticker: NITO), serving since December 2023; his current term expires at the 2026 annual meeting . He is CEO and director of A.K.A Optics Ltd., a certified optometrist, and completed a corporate board leadership program; the NITO board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jeffs’ Brands Ltd. (Nasdaq: JFBR) | Director | Aug 2022 – Nov 2023 | Public company board experience |
| A.K.A Optics Ltd. | CEO; Director | CEO since 1994; Director since 1998 | Manufacturing leadership; adaptive optics domain |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plantify Foods, Inc. (TSXV: PTFY) | Director | Since Aug 2023 | Interlock with NITO’s related transactions (see conflicts) |
| Clearmind Medicine Inc. (Nasdaq: CMND) | Director | Since Nov 2022 | Life sciences governance |
| Rani Zim Shopping Centers Ltd. (TASE: RANI) | Director | Since Aug 2022 | Real estate/retail exposure |
| Gix Internet Ltd. (TASE: GIX) | Director | Since Aug 2021 | Technology sector exposure |
| A.K.A Optics Ltd. | CEO; Director | CEO since 1994; Director since 1998 | Operational expertise in manufacturing |
Board Governance
- Independence: NITO’s board determined Itzhaik is independent under Nasdaq definitions .
- Committee assignments: Not a member of Audit, Compensation, or Nominating & Corporate Governance committees (current membership listed below) .
- Attendance: Board held 12 meetings in 2024; each director attended all meetings and committee meetings for which they served, except Mr. Rosenbloom missed one board meeting (Itzhaik attended all) .
- Board classification and term: Class II director with term expiring at 2026 meeting; board is staggered into three classes .
- Anti-hedging: Company policy prohibits directors, officers, employees, consultants and contractors from engaging in hedging or monetization transactions .
| Committee | Members | Chair | Notes |
|---|---|---|---|
| Audit | Udi Kalifi; Eliahou Arbib; Ronen Rosenbloom | Udi Kalifi | All independent; Kalifi is “audit committee financial expert” |
| Compensation | Ronen Rosenbloom; Israel Berenstein; Eliahou Arbib | Israel Berenstein | All meet heightened independence standards |
| Nominating & Corporate Governance | Ronen Rosenbloom; Israel Berenstein; Eliahou Arbib | Ronen Rosenbloom | Charter available on corporate website |
Fixed Compensation
| Component | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees | $22,825 | Non-executive director fees earned/paid in cash during 2024 |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant Fair Value (USD) | Instrument/Plan |
|---|---|---|---|---|
| Stock award | Dec 23, 2024 | 1,429 | $13,135 | Restricted common stock under 2022 Plan |
No options or performance-vesting equity are disclosed for directors in 2024; option award column is “–” for all directors . The company issued 36,858 shares of restricted common stock to directors and officers in 2024 under the 2022 Plan .
Other Directorships & Interlocks
- Plantify Interlock and Transactions:
- N2OFF and Plantify executed a securities exchange in 2023, with cross-ownership and a convertible debenture; N2OFF’s ownership fluctuated from 23.13% to ~65% briefly before settling at ~25% in early 2025 .
- Itzhaik and fellow NITO director Israel Berenstein serve on Plantify’s board, creating a board interlock with an entity involved in related transactions—heightened conflict oversight warranted .
Expertise & Qualifications
- CEO experience in manufacturing (adaptive optics) since 1994; board member since 1998 .
- Certified optometrist; corporate board leadership training credential in Israel .
- Diverse public-company board exposure across consumer, tech, life sciences and retail sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Record Date |
|---|---|---|---|
| Asaf Itzhaik | 1,429 | <1% | Oct 24, 2025 (2,682,483 shares outstanding) |
- Anti-hedging policy applies to directors, prohibiting hedging/monetization transactions .
- Ownership guidelines, pledging, or deferred compensation elections for directors are not disclosed.
Governance Assessment
- Independence and attendance support board effectiveness: Independent under Nasdaq rules with full attendance in 2024—positive signal for engagement .
- Committee coverage gap: Not serving on any core committees (Audit, Compensation, Nominating), limiting direct influence on key governance levers; oversight relies on other independent directors .
- Pay mix and alignment: Modest cash fees ($22.8K) and equity grant (1,429 shares; $13.1K), aligning director incentives to stock performance; no options or performance metrics disclosed for director awards—alignment is through time-based equity .
- Related-party exposure: Plantify interlock is a potential conflict given N2OFF’s significant transactions and variable ownership in Plantify; board should ensure robust recusal and independent review processes for any Plantify-related decisions. RED FLAG: Board interlock with counterparty to related transactions .
- Risk controls: Anti-hedging policy and adoption of clawback policy (company-wide under SEC/Nasdaq Rule 10D-1) bolster governance discipline .
Overall: Itzhaik brings multi-industry board experience and operating credentials; independence and attendance are strong. Primary governance risk is the Plantify interlock amidst related transactions, warranting enhanced conflict management and transparency for investor confidence .