Liat Sidi
About Liat Sidi
Liat Sidi (age 51) is a Class II independent director of NITO, serving since November 12, 2023; her current term expires at the 2026 annual meeting. She is a certified public accountant in Israel with tax, finance and accounting studies from the Ramat Gan College of Accounting, and has extensive experience in finance and public companies, including long-time service as accounting department manager at Foresight Autonomous Holdings Ltd. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foresight Autonomous Holdings Ltd. (Nasdaq/TASE: FRSX) | Manager, Accounting Department | 2010–present | Finance leadership at a dual-listed issuer |
| Sidi Liat Accounting Services | Accountant | 2010–present | Professional accounting services |
| Total Finance Ltd. | Accounting services provider | Since Feb 2025 | External accounting engagement |
| Panaxia Labs Israel Ltd. (TASE: PNAK) | Accountant | 2015–2020 | Corporate finance/accounting |
| Soho Real Estate Ltd. | Accountant | 2015–2016 | Corporate accounting |
| Feldman-Felco Ltd. | Accountant | 2006–2010 | Corporate accounting |
| Eli Abraham Accounting Firm | Accountant | 2000–2006 | Public accounting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SciSparc Ltd. (Nasdaq: SPRC) | Director | Since Aug 2020 | Also a party in NITO’s MitoCareX transaction; interlock risk noted below |
| Plantify (TSXV: PTFY) | Director | Oct 2023–Jan 2024 | NITO engaged in securities exchange with Plantify in 2023; Sidi’s service commenced later |
| Polyrizon Ltd. (Nasdaq: PLRZ) | Director | Since Nov 2024 | Board service at a Nasdaq-listed company |
Board Governance
- Independence: The board determined Liat Sidi is independent under Nasdaq rules along with other non-management directors .
- Classification & term: Class II director; term expires at the 2026 annual meeting .
- Committees: Not listed as a member of the Audit Committee (Kalifi, Arbib, Rosenbloom), Compensation Committee (Berenstein, Rosenbloom, Arbib), or Nominating & Corporate Governance Committee (Rosenbloom, Berenstein, Arbib), and therefore not a chair of any committee .
- Attendance: Board held 12 meetings in 2024; each director attended all board and committee meetings during their service, except Mr. Rosenbloom missed one board meeting. This implies full attendance by Sidi in 2024 .
- Anti-hedging: Directors, officers, employees, consultants, and contractors are prohibited from engaging in hedging or monetization transactions under the Insider Trading Policy .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees earned or paid in cash ($) | $22,825 |
| Option awards ($) | $0 (none) |
| All other compensation ($) | $13,135 |
| Details of “All other compensation” | 1,429 shares of common stock at $9.19 per share, issued Dec 23, 2024 |
| Total ($) | $35,960 |
Performance Compensation
| Performance Metric | Structure | Status/Disclosure |
|---|---|---|
| Director equity tied to performance (PSUs/TSR) | Equity under 2022 Plan | No specific performance metrics disclosed for director awards |
| Planned director equity grants | Aggregate 750,000 restricted shares to directors, subject to stockholder approval of 2022 Plan amendment | Advisory vote proposed; allocation to be determined by board |
| Change-of-control treatment | Administrator may accelerate vesting, allow exercise, or cash-out upon merger, consolidation, sale, board composition change, or similar events | Discretionary acceleration; terms per plan |
Note: The 2022 Share Incentive Plan permits options, restricted shares/units, and other share-based awards; however, performance metrics (e.g., revenue growth, EBITDA, TSR) tied to director compensation were not specified in the proxy .
Other Directorships & Interlocks
- SciSparc interlock: NITO closed the MitoCareX transaction with sellers including SciSparc Ltd.; both Amitay Weiss and Liat Sidi serve as board members of SciSparc. This creates an interlock between NITO and SciSparc at the time of a related-party transaction and warrants heightened oversight (seller entitlement up to $1,600,000 across financing proceeds within five years) .
- Plantify relationship: NITO entered a securities exchange with Plantify in March–April 2023 and later settlement events; two NITO directors (Itzhaik, Berenstein) sit on Plantify’s board, while Sidi served as Plantify director for a brief period in Oct 2023–Jan 2024 (post initial exchange). This broad network of interlocks increases potential related-party exposure .
Expertise & Qualifications
- Credentials: CPA (Israel); completed tax, finance, and accounting studies at Ramat Gan College of Accounting .
- Industry/functional expertise: Accounting leadership at a dual-listed technology company (FRSX) and multiple corporate accounting roles, supporting financial literacy at the board level .
- Board classification and independence reinforce suitability for governance oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Basis/Date |
|---|---|---|---|
| Liat Sidi | 1,429 | <1% | 2,682,483 shares outstanding as of Oct 24, 2025 |
| Directors & officers (9 persons) | 66,720 | 2.49% | Aggregate beneficial ownership |
- Policy signals: Anti-hedging policy applies to directors; no disclosure of pledging policy in the proxy sections reviewed .
- Alignment: Ownership is modest (<1%), though stock grants to directors are proposed under the 2022 Plan amendment (subject to approval), which could increase alignment if implemented responsibly .
Governance Assessment
- Committee assignments and independence: Sidi is independent under Nasdaq rules but is not on the Audit, Compensation, or Nominating committees; while independence is positive, lack of committee placement limits direct governance influence in critical oversight areas .
- Attendance: Full attendance in 2024 indicates engagement and reliability in board duties .
- Compensation mix: 2024 director pay for Sidi was primarily cash with a modest stock grant (1,429 shares); no options. With proposed plan amendments, equity participation may increase; careful calibration is needed to avoid misalignment or excessive dilution .
- Interlocks/related-party exposure: The SciSparc interlock during/around the MitoCareX transaction and Plantify relationships across the board elevate conflict risk. Board should ensure robust recusals, independent committee review, and transparent disclosure for all related-party dealings .
- Ownership alignment: Current beneficial stake is small (<1%); while common at micro-cap boards, sustained equity grants under the plan should include vesting and service conditions to strengthen long-term alignment .
RED FLAGS
- Related-party transactions: Seller SciSparc is a company where Sidi is a director; transaction economics include up to $1.6M tied to future financings. Heightened conflict-of-interest risk; ensure recusals and independent approvals .
- Board interlocks concentration: Multiple directors with roles at counterparties (SciSparc, Plantify) increase perceived governance risk and require strong process controls .
- Dilution/plan amendments: Large proposed director equity grants (aggregate 750,000 shares) may raise dilution concerns; need clear rationale, performance linkage, and shareholder support .
Supporting References
- Biography, age, tenure, qualifications:
- Independence, committees, attendance:
- Director compensation details (2024):
- Equity plan description and change-of-control treatment:
- Beneficial ownership table:
- Anti-hedging policy:
- Related-party transactions (SciSparc/MitoCareX; Plantify):