David Palach

About David Palach

David Palach, age 60, is Chief Executive Officer of N2OFF, Inc. (Nasdaq: NITO) since January 2021; he also served as interim Chief Financial Officer from April 1, 2023 to July 15, 2023 during the CFO’s maternity leave . He holds a BBA in Accounting from Baruch College (CUNY), completed a Directors Course at Bar Ilan University, and previously maintained a CPA license in Maryland . Prior roles include CEO of environmental industry companies S.T. Sporting Ltd. (since 2009) and Sun Light Lightning Solutions Ltd. (since 2015), CEO of B‑pure Corp Ltd. (2008–2010), and commercial/finance roles at Intel Technologies (1995–2008) . No company‑disclosed TSR, revenue growth, or EBITDA growth metrics tied to his tenure were provided in the proxy or 10‑K .

Past Roles

External Roles

Fixed Compensation

Consulting fee schedule under CEO Consulting Agreement:

Performance Compensation

Stock awards and equity grants:

Notes:

• In March 2023, the board approved issuance of 42,858 shares in lieu of an option grant representing 4.5% of outstanding capital originally contemplated in 2021 . Outstanding equity awards for Named Executive Officers were reported as none at December 31, 2024 .
• The company adopted a clawback policy on November 12, 2023 (filed as Exhibit 97.1 to the 10‑K filed March 31, 2025), compliant with Nasdaq Rule 10D‑1 .

Equity Ownership & Alignment

Policies affecting alignment and trading:

• Anti-hedging policy prohibits hedging or monetization transactions by directors, officers, employees, consultants, and contractors .
• Insider Trading Compliance Policy prohibits short sales, publicly traded options transactions, margin purchases, and pledging company securities as collateral .
• The company noted that many outstanding options historically were “out of the money,” and that officers held little or no actual shares; the Second Amendment to the 2022 Plan sought to increase available shares by 314,286 to improve retention and alignment .

Employment Terms

Key economic terms and protections:

• Agreement Parties/Structure: N2OFF engaged S.T. Sporting (1996) Ltd. via consulting agreement for CEO services; the consultant fee schedule is shown above .
• Equity Economics: Original plan contemplated options for 4.5% of outstanding capital (June 23, 2021); replaced by issuance of 42,858 shares in March 2023 .
• Termination: Consulting Agreement allows termination by either party upon 60 days’ prior written notice .
• Reimbursements: Up to $500 per month for expenses (June 23, 2021 approval) .
• Non‑compete/Non‑solicit: Agreement contains confidentiality, proprietary rights, non‑compete, and non‑solicitation provisions (Section 3) .
• Clawback: Policy adopted Nov 12, 2023, per Nasdaq Rule 10D‑1 .
• Change‑of‑Control/Acceleration (Plan‑level): Under the 2022 Share Incentive Plan, upon merger, sale, or similar transactions, the administrator may accelerate vesting, allow exercise, or cancel awards with cash/share consideration at its discretion; termination rules provide post‑termination exercise windows, with forfeiture on “cause” .

Investment Implications

• Alignment: Palach’s cash compensation is modest and primarily structured via monthly consulting fees and small cash bonuses, with meaningful equity issuance events (e.g., 2023 grants, 2024 grant, and 600,000 shares in May 2025), indicating increasing equity-based alignment; his disclosed beneficial ownership was 1.09% as of Oct 24, 2025 .
• Retention Risk: The use of a consulting agreement terminable with 60 days’ notice (and past reductions/increases in monthly fees) suggests flexibility but also higher transition risk versus fixed-term executive employment contracts .
• Plan Supply and Dilution: The board’s push to amend the 2022 Plan to add 314,286 shares and its stated view that officers held little or no actual shares historically highlight the need to bolster incentives; subsequent large grants (including 600,000 shares issued to the CEO in May 2025) may improve retention but also introduce potential selling overhang as shares vest/are issued .
• Trading Signals: Anti-hedging and anti-pledging policies reduce risk of misaligned hedging behavior; lack of disclosed performance metrics tied to payout implies awards may be more time-based or discretionary, warranting monitoring of future proxy detail on metric‑linked compensation .

Appendix: References

• Executive background and compensation tables, clawback policy, consulting agreement summary (proxy/DEF 14A):
• Preliminary proxy (duplicative executive details):
• Unregistered equity issuance (May 12, 2025, including CEO issuance):
• Insider trading and anti‑pledging policy (10‑K exhibits/policy docs):