Lital Barda
About Lital Barda
Lital Barda (age 38) is Chief Financial Officer of N2OFF, Inc. (ticker NITO) since April 2022; she holds a B.A. in accounting from Ono Academic College and is a certified public accountant in Israel, with concurrent experience providing accounting/controlling services to public and private companies . The company’s filings describe her role and regulatory certifications (SOX 302 and 906) in Q3 2025, evidencing responsibility for disclosure controls and financial reporting integrity . The proxy and filings do not disclose TSR- or revenue/EBITDA-linked performance targets for her pay; compensation is reported as salary, cash bonus, and stock awards, with no outstanding equity awards at FY2024 and no options tied to explicit performance metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| N2OFF, Inc. | Chief Financial Officer | Apr 2022–present | Principal financial and accounting officer; oversight of disclosure controls and financial reporting (SOX certifications) |
| — | Not disclosed | — | — |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shlomo Zakai, CPA | Accountant and Financial Controller | Nov 2017–present | Provides accounting/controlling services to public/private companies |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (USD) | $60,976 | $84,122 |
| Cash Bonus (USD) | $7,500 | $7,500 |
Consulting agreement cash terms:
- Base monthly fee: NIS 25,000; agreement may be terminated by either party on 30 days’ written notice .
- Amendment: 15% cash compensation increase as of November 10, 2024 .
Performance Compensation
Equity awards (restricted stock; no options outstanding at FY2024):
| Award Type | Grant Date | Shares | Fair Value / Price | Vesting |
|---|---|---|---|---|
| Restricted Common Stock | Mar 29, 2023 | 409 | $165.97 per share (total $67,943) | Not disclosed |
| Restricted Common Stock | Dec 30, 2023 | 817 | $62.825 per share (total $51,142) | Not disclosed |
| Restricted Common Stock | Sep 12, 2024 | 4,572 | $9.45 per share (total $43,920) | Not disclosed |
| Common Stock (under 2022 Plan) | May 12, 2025 | 300,000 | Issued under Plan; price not disclosed | Not disclosed |
Notes:
- Outstanding equity awards at FY2024: none (no options/RSUs outstanding as of year-end) .
- Plan mechanics: the 2022 Share Incentive Plan allows the administrator to accelerate vesting or cash-out awards in change-of-control or similar transactions; detailed single/double-trigger terms are not specified in the proxy summary .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Lital Barda | 14,370 | <1% |
- Anti-hedging: Company policy prohibits hedging/monetization transactions for directors, officers, employees, consultants, and contractors, reinforcing alignment with shareholder outcomes .
- Pledging: No explicit pledging disclosure found; insider trading policy and anti-hedging are referenced but pledging is not specifically addressed in the proxy text provided .
- Stock ownership guidelines: Not disclosed in the proxy text provided .
Employment Terms
| Term | Detail |
|---|---|
| Engagement | Consulting agreement between Save Foods Ltd. (operating subsidiary) and Shlomo Zakai CPA for CFO services provided exclusively by Lital Barda |
| Base Compensation | NIS 25,000 per month; increased by 15% effective Nov 10, 2024 |
| Termination | Either party may terminate with 30 days’ written notice; additional termination events per agreement |
| Clawback | Company adopted a clawback policy November 12, 2023; filed as Exhibit 97.1 to Annual Report on Form 10-K |
| Change-of-Control (Plan) | 2022 Plan permits administrator to assume/substitute awards, accelerate vesting, or cash-out awards in mergers, consolidations, asset sales, or relevant transactions; specific triggers/multiples not detailed in proxy summary |
Risk Indicators & Red Flags
- Section 16(a) reporting: Company disclosed a late Form 4 for Ms. Barda, who failed to timely report issuance of 160,000 shares under the 2022 Plan; this indicates control/reporting process risk and potential governance scrutiny .
- Large share issuance (May 12, 2025): 300,000 shares issued under the 2022 Plan to the CFO could create overhang and potential future selling pressure depending on vesting and lock-up terms, which were not disclosed in the 8-K .
- Anti-hedging policy in place; no explicit anti-pledging disclosure observed in proxy text provided .
Compensation Committee Analysis
- Composition: Compensation committee consists of independent directors Ronen Rosenbloom, Israel Berenstein, and Eliahou Arbib; Israel Berenstein is chair; members meet Nasdaq heightened independence standards and Rule 16b-3 “non-employee director” definition .
- Activity: One meeting and four unanimous written consents in FY2024; responsible for CEO/other executive compensation, director compensation, and oversight of compensation consultants .
Say-on-Pay & Shareholder Feedback
- Not disclosed in the proxy text provided; proposals in 2025 proxy include plan share increase and advisory vote on director grants, but historical say-on-pay outcomes are not presented .
Investment Implications
- Pay-for-performance alignment is limited: Ms. Barda’s compensation is primarily salary, modest cash bonus, and restricted stock; the proxy does not disclose performance-based metrics or PSU structures for her role, and FY2024 shows no outstanding equity awards, reducing ongoing performance linkage .
- Ownership/skin-in-the-game is small (<1%): Beneficial ownership of 14,370 shares suggests low direct economic exposure; however, substantial grants (300,000 shares in May 2025) could materially change exposure depending on vesting and retention terms; these terms were not disclosed, creating uncertainty on alignment and potential overhang .
- Governance/process risk: A late Form 4 for a large equity issuance (160,000 shares) highlights reporting control weaknesses; investors should monitor Section 16 compliance and future insider activity closely .
- Protections and flexibility: The company has an anti-hedging policy and a clawback policy, but the 2022 Plan provides broad administrative discretion on vesting changes in change-of-control scenarios rather than explicit single/double triggers, which may be investor-unfriendly relative to best-practice transparency .
Key actions: monitor subsequent filings for vesting, lock-up, or resale registration details on 2025 grants; track Section 16 compliance and any insider sales; assess dilution dynamics from plan share increases and board director grants relative to fully diluted share count.