Udi Kalifi
About Udi Kalifi
Udi Kalifi (age 47) is an independent Class III director of N2OFF, Inc. (NITO), serving since May 2021; his current term expires at the 2027 annual meeting . He chairs the Audit Committee and is designated the board’s “audit committee financial expert” under Item 407(d)(5) of Regulation S-K; he meets Nasdaq independence and financial literacy standards . Kalifi is the owner/manager of Udi Kalifi Law Offices (since 2006) and holds an LLB, BSc in Accounting, and LLM from Tel Aviv University, plus a master’s in law and economics from the University of Bologna, Humbourg and Roterdam .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| N2OFF, Inc. | Independent Director (Class III) | May 2021–present | Audit Committee Chair; designated “audit committee financial expert”; audit committee held 5 meetings in 2024 and issued the audit committee report . |
| Udi Kalifi Law Offices | Owner & Manager | 2006–present | Legal practice leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Matomi Media Group Ltd. (TASE: MTMY) | Director | Since May 2020 | Public company directorship on TASE . |
Board Governance
- Independence: The board determined that Udi Kalifi is independent under Nasdaq rules .
- Committee assignments:
- Audit Committee: Member and Chair; independent; financial expert; committee met 5 times in 2024 .
- Compensation Committee: Not listed as a member (members are Rosenbloom, Berenstein, Arbib; Berenstein is chair) .
- Nominating & Corporate Governance Committee: Not listed as a member (members are Rosenbloom, Berenstein, Arbib; Rosenbloom is chair) .
- Board structure and term: Classified board; Kalifi is Class III with term through 2027 .
- Attendance: In 2024 the board held 12 meetings; each director attended all board and committee meetings for which they served, except Rosenbloom missed one board meeting—implying full attendance for Kalifi .
- Risk oversight and codes: Audit Committee oversees risk assessment/management; company maintains a Code of Ethics and an anti-hedging policy prohibiting hedging/monetization transactions .
Fixed Compensation (Non-Executive Director – FY2024)
| Component | Amount (USD) | Source/Notes |
|---|---|---|
| Fees earned or paid in cash | 45,771 | Director Compensation table for FY2024 . |
Performance Compensation (Non-Executive Director – FY2024)
| Award Type | Grant/Txn Date | Quantity | Fair Value / Price | Vesting/Terms | Source |
|---|---|---|---|---|---|
| Common shares (board grant) | 2024-12-23 | 1,429 | $9.19/share ($13,135 total) | Not specified | DEF 14A director comp footnote . |
| Restricted Shares of Common Stock (Form 4) | 2024-12-23 (filed 2024-12-26) | 50,000 | $0.00 (award) | Not specified; post-transaction ownership 68,457 | SEC Form 4 link: https://www.sec.gov/Archives/edgar/data/1789192/000149315224052014/0001493152-24-052014-index.htm |
- Note: The proxy reports a 1,429-share board grant on Dec 23, 2024 ($13,135), while the Form 4 reports an award of 50,000 restricted shares the same day with post-transaction ownership of 68,457. Subsequent corporate actions or adjustments may explain the discrepancy; verify in future filings and equity plan disclosures .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Matomi Media Group Ltd. (TASE: MTMY) | Director | No N2OFF-related transaction disclosed involving Kalifi. Related-party disclosures in the proxy discuss Plantify and MitoCareX and identify interlocks with other N2OFF directors (Itzhaik, Berenstein, Weiss, Sidi), not Kalifi . |
Expertise & Qualifications
- Legal and finance background (LLB, BSc Accounting, LLM; master’s in law & economics) .
- Audit Committee Financial Expert designation and financial literacy under Nasdaq standards .
- Active legal practitioner (owner/manager of law firm since 2006) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Udi Kalifi | 1,958 | <1% | Oct 24, 2025 | From beneficial ownership table; outstanding shares: 2,682,483 . |
- Policy: Anti-hedging policy applies to directors; no pledging disclosure noted in cited text .
Shareholder Voting Signals (2024 Annual Meeting)
- Director Election (Class III): Udi Kalifi re-elected with 3,838,521 For, 71,222 Against, 13,534 Abstain .
- Advisory vote on director share grants (Proposal #4): 2,805,928 For; 997,535 Against; 119,814 Abstain .
- 2022 Share Incentive Plan increase (Proposal #2): 2,861,839 For; 1,050,022 Against; 11,416 Abstain .
Governance Assessment
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Strengths
- Independent director; chairs Audit Committee and is the designated financial expert—supports oversight of reporting and controls .
- Full meeting attendance in 2024, signaling engagement .
- Anti-hedging policy in place to align with shareholder interests .
-
Watch Items / RED FLAGS
- Equity award reporting inconsistency (proxy vs Form 4) around Dec 23, 2024 grants; monitor for share consolidations, plan amendments, or corrective disclosures; confirm current unvested/vested holdings in subsequent filings .
- Board-wide related-party and interlock exposure appears elsewhere (Plantify and MitoCareX) involving other directors; Audit Committee (chaired by Kalifi) reviews related-person transactions—continue to scrutinize for conflicts as strategy evolves .
- Continued use of equity for director compensation and requests to increase plan share reserve can dilute shareholders; investors may push for tighter performance linkage on equity for directors, although no director performance metrics are disclosed .
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Bottom Line: Kalifi’s independence, audit leadership, and attendance support board effectiveness. Keep tracking equity award mechanics and any future related-party developments where Audit Committee oversight—and Kalifi’s role—will be critical .