Eliahou Arbib
About Eliahou Arbib
Independent non-executive director of N2OFF, Inc. (NITO) since January 2021; age 59. An attorney by training (LL.B), Arbib brings legal and agriculture-sector experience; he has chaired Chiron Refineries Ltd. (TASE: CHR) since 2016 and manages his own law firm. He is an active member of the Israeli Bar Association and served as deputy chairman of its Security and Defense Committee since 2014 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AA Arbib Agriculture Supply Ltd. | Managing Director | 1993–2000 | Operational leadership in agriculture supply; relevant domain experience cited in NITO bio |
| Israeli Bar Association | Deputy Chairman, Security & Defense Committee | Since 2014 | Governance/public-policy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chiron Refineries Ltd. (TASE: CHR) | Chairman of the Board | Since Sep 2016 | Public company chairmanship |
| Eliahou Arbib Law Offices | Owner & Manager | Since May 2013 | Legal practice leadership |
Board Governance
- Board structure: Classified board; Arbib is a Class III director with term expiring at the 2027 annual meeting .
- Independence: Board determined Arbib is independent under Nasdaq rules; also meets heightened independence standards for Compensation Committee membership .
- Committee assignments and chairs:
- Audit Committee (member); chair: Udi Kalifi. Audit held 5 meetings in 2024; Arbib also signed the Audit Committee report recommending inclusion of FY2024 audited financials in the 10-K .
- Compensation Committee (member); chair: Israel Berenstein. Held 1 meeting and 4 unanimous written consents in 2024 .
- Nominating & Corporate Governance Committee (member); chair: Ronen Rosenbloom. Held 0 meetings and acted once by unanimous written consent in 2024 .
- Attendance and engagement: Board held 12 meetings in 2024; each director attended all board and committee meetings for their service period, except Mr. Rosenbloom missed one board meeting (implies 100% attendance for Arbib) .
- Policies/process: Anti-hedging policy prohibits hedging/monetization transactions by directors; Audit Committee reviews related person transactions .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Meeting Fees | Committee Chair Fees | Notes |
|---|---|---|---|---|
| 2024 | 45,771 | Not separately disclosed | Not applicable (not a chair) | Non-executive director compensation table |
Performance Compensation
| Instrument | Grant Date | Quantity | Valuation Basis | Reported Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|---|
| Common shares (equity grant) | Dec 23, 2024 | 1,429 | $9.19 per share | 13,135 | Vesting not disclosed in proxy |
| Options/RSUs/PSUs | — | — | — | — | No option awards; no performance-based equity disclosed for directors |
Performance metrics tied to director compensation: None disclosed for directors (compensation comprised of cash fees and equity grant; no performance metric framework presented) .
Compensation mix (2024): Cash ~ $45,771 and equity grant ~$13,135 (calculated from proxy values) .
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| Chiron Refineries Ltd. | TASE (CHR) | Chairman | Not disclosed | No NITO-related interlocks disclosed in proxy sections reviewed |
Expertise & Qualifications
- Legal and governance: LL.B; owner-manager of a law firm; long-standing Bar Association leadership role .
- Industry: Agriculture-sector operating experience (managing director, AA Arbib Agriculture Supply) .
- Board-level finance oversight: Audit Committee member; participated in FY2024 audit committee report .
Equity Ownership
| Record Date | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Oct 24, 2025 | 1,844 | <1% (de minimis per proxy table) | Table based on 2,682,483 shares outstanding; sole voting and investment power |
Additional alignment considerations:
- Company prohibits hedging/monetization transactions by directors (alignment policy) .
- No disclosure of pledging or ownership guidelines in cited sections.
Insider Trades
| Source | Note |
|---|---|
| Proxy (Section 16(a) compliance) | Company states Reporting Persons timely filed required ownership change reports during 2024; specific Form 4 transactions are not detailed in the proxy |
Governance Assessment
-
Strengths
- Independent director serving on all three key committees (Audit, Compensation, Nominating), indicating trusted oversight role .
- 100% attendance in 2024 for board and committees (except one missed meeting by another director), a positive engagement signal .
- Audit Committee participation and sign-off on FY2024 audited financials enhances financial oversight credibility .
- Anti-hedging policy supports alignment with shareholders .
-
Watch items
- Classified board structure (Arbib’s Class III term through 2027) can limit near-term board refreshment and investor influence on full-board accountability .
- Ownership is modest (1,844 shares; <1%), offering limited direct economic alignment vs. larger positions; however, equity grants are part of director pay .
- Upcoming shareholder “Advisory Vote on Grant of Shares” to directors at the Dec 16, 2025 AGM—investors may scrutinize size/structure versus performance and dilution .
-
Conflicts/Related-party exposure
- Proxy outlines the Audit Committee’s responsibility to review related person transactions; no Arbib-specific related-party transactions are described in the cited sections .