Ronen Rosenbloom
About Ronen Rosenbloom
Independent director of N2OFF, Inc. since August 2020; age 53. An independent lawyer specializing in white-collar offenses, he founded and has run his own law firm since 2004. Education: LL.B., Ono Academic College (Israeli branch of University of Manchester). External public board roles include Xylo Technologies Ltd. (Nasdaq: XYLO) since Sept 2018 and ScoutCam Inc. (OTC: SCTC) since Dec 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Israel Bar Association – Money Laundering Prohibition Committee | Chairman | Nov 2015–Dec 2019 | Led policy oversight on AML; relevant to audit/controls |
| Tel Aviv District – Prohibition of Money Laundering Committee | Chairman | Nov 2015–Dec 2019 | Regional AML governance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xylo Technologies Ltd. (Nasdaq: XYLO) | Director | Since Sept 2018 | Technology exposure; board oversight experience |
| ScoutCam Inc. (OTC: SCTC) | Director | Since Dec 2019 | Industrial/tech oversight experience |
Board Governance
- Independence: Board determined Rosenbloom is independent under Nasdaq rules (including for audit and compensation committee service) .
- Committee assignments:
- Audit Committee: Member; committee met 5 times and acted 4 times by unanimous written consent in 2024; audit chair is Udi Kalifi; all members financially literate .
- Nominating & Corporate Governance Committee: Chair; held no meetings and acted once by unanimous written consent in 2024 .
- Compensation Committee: Member; held 1 meeting and acted 4 times by unanimous written consent in 2024; chair is Israel Berenstein .
- Attendance: Board held 12 meetings in 2024; Rosenbloom attended all committee meetings and missed one board meeting; all other directors attended all meetings for their period of service .
- Board leadership: Chair and CEO roles are separated (Chair: Amitay Weiss; CEO: David Palach) .
- Anti-hedging: Company prohibits hedging/monetization transactions by directors and employees .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Cash fees | $45,771 | Director fees earned or paid in cash |
| Option awards | $0 | No option awards in 2024 |
| Equity/other compensation | $13,135 | 1,429 shares granted at $9.19 per share on Dec 23, 2024 |
| Total | $58,906 | Sum of cash and equity/other |
Note: The proxy footnote attributes the $13,135 “all other compensation” to restricted common stock (1,429 shares at $9.19) issued Dec 23, 2024 .
Performance Compensation
| Item | Structure | Metrics/Conditions |
|---|---|---|
| Annual director equity (FY2024) | Restricted common stock grant (1,429 shares) | No performance metrics disclosed for 2024 director equity |
| Proposed director equity (subject to vote) | Aggregate 750,000 restricted shares to directors under 2022 Plan (allocation TBD), contingent on Plan amendment approval | No performance conditions disclosed; proposal rationales include retention and alignment with stock price |
2022 Share Incentive Plan amendment increases pool and permits various share-based awards; no director-specific performance metrics are described for the proposed grants .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| Xylo Technologies Ltd. (Nasdaq: XYLO) | Public | Director | Separate from N2OFF; no interlock disclosed in proxy |
| ScoutCam Inc. (OTC: SCTC) | Public | Director | Separate from N2OFF; no interlock disclosed in proxy |
Board-level related-party exposures at N2OFF involve Plantify, SciSparc, Pure Capital, and Solterra, with overlaps among other N2OFF directors; Rosenbloom is not named in these specific related transactions, but as audit committee member he participates in oversight of related person transactions .
Expertise & Qualifications
- Legal expertise in white-collar offenses and AML policy leadership; LL.B. from Ono Academic College; practicing lawyer since 2004 .
- Financial literacy for audit committee service confirmed by board; audit committee has an “financial expert” (Udi Kalifi) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Ronen Rosenbloom | 1,844 | <1% (of 2,682,483 outstanding as of Oct 24, 2025) | Includes right to acquire within 60 days, if any (none disclosed) |
- Anti-hedging policy in place; no pledging disclosed in proxy .
- Director stock ownership guidelines: not disclosed in proxy .
Governance Assessment
-
Strengths:
- Independent director with legal/AML background; chairs the nominating & governance committee; serves on audit and compensation committees .
- Strong overall attendance (missed one board meeting) and active committee functioning; audit committee met 5 times in 2024 .
- Anti-hedging policy and separation of Chair/CEO support governance rigor .
-
Risks/Considerations:
- Low personal share ownership (<1%) limits “skin-in-the-game”; proposed large director share grants lack explicit performance conditions, raising alignment questions for investors focused on pay-for-performance .
- Company has multiple related-party transactions (SciSparc, Pure Capital, Solterra, Plantify), requiring robust audit committee oversight; Rosenbloom’s audit role is central to mitigating related-party risks .
-
RED FLAGS:
- Proposed aggregate grant of 750,000 restricted shares to directors without disclosed performance metrics (subject to Plan amendment) .
- Numerous related-party transactions across affiliates and counterparties; continuous monitoring of audit committee processes necessary .
Say-on-Pay & Shareholder Feedback (Directors)
- Advisory vote on granting shares to directors under the 2022 Plan (Proposal 3) at the Dec 16, 2025 annual meeting; non-binding and contingent on Plan amendment approval (Proposal 2) .
Clawback
- Company adopted an SEC/Nasdaq-compliant clawback policy on Nov 12, 2023 (filed with 10-K on Mar 31, 2025) .
Insider Trades and Section 16
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (2024) | Company states directors and officers timely filed required ownership reports in 2024 |
| Form 4 details | Specific Form 4 transactions for Rosenbloom not detailed in proxy |