Israel Berenstein
About Israel Berenstein
Israel Berenstein, 54, is an independent director of N2OFF, Inc. (Nasdaq: NITO) serving since August 2020, with a legal background spanning corporate and commercial law in Israel. He has been a self-employed attorney since January 2023, previously at Ben Yakov, Shvimer, Dolv (2020–2022) and Sonol Israel Ltd. (2010–2020); he holds an LL.B. in law and an M.A. in political science from Bar Ilan University and has been a member of the Israel Bar Association since 2000 . The board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ben Yakov, Shvimer, Dolv – Law Office | Attorney | Jan 2020 – Dec 2022 | Legal practice |
| Sonol Israel Ltd. | Legal Department | Apr 2010 – Dec 2020 | Corporate legal counsel |
| Leading Israeli law firm | Commercial lawyer & litigator | Jul 2000 – Apr 2010 | Litigation and commercial law |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Plantify Foods, Inc. (TSXV: PTFY) | Director | Current | N2OFF holds equity in Plantify and engaged in transactions; interlock present |
| Jeffs’ Brands Ltd. (Nasdaq: JFBR) | Director | Past | Prior public company directorship |
| Upsellon Brands Holdings Ltd. (TASE: UPSL) | Director | May 2019 – Oct 2024 | Prior Israeli-listed company role |
| Self-employed attorney | Owner/Attorney | Jan 2023 – present | Independent legal practice |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Determined independent by the board under Nasdaq rules .
- Attendance: The board met 12 times in 2024; each director attended all meetings and committee meetings for which they served, except Mr. Rosenbloom missed one board meeting—implying 100% attendance for Berenstein in 2024 .
- Committee activity: Compensation Committee held 1 meeting and acted 4 times by unanimous written consent (2024); Nominating & Corporate Governance held no meetings and acted once by unanimous written consent (2024) .
- Board classification: Class I director; term expired at the 2025 Annual Meeting with nomination for re-election through the 2028 Annual Meeting .
- Board leadership: Separate Chair (Amitay Weiss) and CEO (David Palach) roles .
- Anti-hedging policy: Company prohibits hedging/monetization by directors, officers, employees, consultants, and contractors .
Fixed Compensation
Director compensation (FY2024):
| Component | Amount | Detail/Date |
|---|---|---|
| Cash fees | $45,771 | Director fees |
| Equity (restricted common shares) | $13,135 | 1,429 shares at $9.19 per share, issued Dec 23, 2024 |
| Options | — | None disclosed |
| Other | — | None disclosed |
Performance Compensation
| Metric Category | Metrics | Measurement Window | Notes |
|---|---|---|---|
| Director equity performance linkage | Not disclosed | — | Proxy outlines director fees and share grants; no performance metric disclosure for director compensation . |
| Proposed future director equity | Aggregate 750,000 restricted shares to directors (allocation TBD) | Subject to 2025 shareholder approval | Advisory, non-binding; contingent on 2022 Plan Second Amendment approval . |
Other Directorships & Interlocks
| Interlock Area | Description | Governance Risk Note |
|---|---|---|
| Plantify | N2OFF entered securities exchange (Apr 5, 2023), subsequent settlements and ownership changes; Berenstein serves on Plantify’s board; N2OFF and Plantify engaged in related funding/settlement actions . | Potential related-party exposure; director interlock requires vigilant oversight and robust recusal on Plantify-related matters . |
Expertise & Qualifications
- Legal expertise: Corporate/commercial law, litigation; over two decades of legal practice .
- Education: LL.B. in law; M.A. in political science; Bar Ilan University .
- Credentials: Israel Bar Association member since 2000 .
- Board-relevant skills: Governance, compensation oversight (Compensation Committee Chair), nomination and board effectiveness (Nominating & Corporate Governance Committee) .
Equity Ownership
Beneficial ownership as of Oct 24, 2025:
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Israel Berenstein | 1,844 | <1% | Based on 2,682,483 shares outstanding . |
Additional ownership/alignments:
- Anti-hedging policy prohibits hedging/monetization by directors .
- Pledging status: Not disclosed.
- Vested vs. unvested breakdown: Not disclosed.
- Ownership guidelines: Not disclosed in the proxy materials .
Insider Trades
| Date | Transaction | Shares | Price/Value | Source |
|---|---|---|---|---|
| Dec 23, 2024 | Restricted share grant under director compensation | 1,429 | $9.19 per share | Director compensation table |
Governance Assessment
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Strengths:
- Independent director with 100% attendance in 2024; active role as Compensation Committee Chair and Nominating & Corporate Governance member .
- Separation of Chair and CEO enhances board oversight; formal committee charters and anti-hedging policy support governance discipline .
-
Concerns and RED FLAGS:
- Director interlock with Plantify while N2OFF engaged in significant transactions and shifting ownership with Plantify; Berenstein’s concurrent Plantify board seat necessitates robust conflict management and documented recusals on Plantify-related decisions .
- Large proposed aggregate grant of 750,000 restricted shares to directors (subject to plan amendment) could materially increase director equity and may be seen as pay inflation or dilution if allocations are concentrated; investors should scrutinize allocation, vesting, and performance conditions once disclosed .
- Plan share pool increases show internal inconsistencies in narrative vs. annex figures (text references +314,286 shares; annex shows pool to 1,094,899 with immediate increase of 261,193), requiring clarification prior to vote; ambiguity itself is a governance signal .
-
Actionable watch items for investors:
- Monitor disclosure of director equity award allocations and any performance-vesting terms tied to the proposed grants .
- Review future related-party disclosures for Plantify transactions to confirm recusals and independent review processes were followed .
- Confirm ongoing independence determinations and committee composition remain compliant with Nasdaq heightened standards for compensation committees .