Aviva Volodarsky
About Aviya Volodarsky
Independent director of Nukkleus Inc. since November 8, 2024; age 41. An attorney based in Israel, she has practiced independently since 2023, specializing in torts, corporate, administrative law and civil litigation; prior experience includes 2017–2023 at the Law Firm of Attorney Yigal Matzlavi; education at Ono Academic College. The Board has determined she is independent under Nasdaq rules and “financially literate” for Audit Committee service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Firm of Attorney Yigal Matzlavi | Attorney | 2017–2023 | Private practice experience relevant to corporate/legal matters |
| Self-employed Attorney (Israel) | Attorney (independent) | 2023–present | Specialization in torts, corporate, administrative law, civil litigation |
External Roles
- No other public company board roles are listed in the proxy biography for Ms. Volodarsky.
Board Governance
- Independence: Board determined Ms. Volodarsky is independent under Nasdaq rules.
- Committee assignments:
- Audit Committee member; committee members are “financially literate”; chair: Reuven Yeganeh. Meetings: 3 in fiscal year ended 2024.
- Compensation Committee chair. Meetings: 1 in fiscal year ended 2024.
- Nominating & Corporate Governance Committee member; chair: David Rokach. Meetings: 1 in fiscal year ended 2024.
- Board attendance: Company encourages attendance; board took action by written resolutions; specific per-director attendance rates not disclosed.
| Committee | Role | Meetings (FY 2024) |
|---|---|---|
| Audit | Member | 3 |
| Compensation | Chair | 1 |
| Nominating & Corporate Governance | Member | 1 |
Fixed Compensation
| Period | Cash Retainer ($) | Equity/Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Three months ended Dec 31, 2024 | 3,333 | 13,900 | — | — | — | 17,233 |
- Mix signal: equity comprised ~81% ($13,900) and cash ~19% ($3,333) of total during the quarter, indicating stronger stock-linked alignment. Base values cited above.
Performance Compensation
| Component | Details |
|---|---|
| Director performance metrics tied to pay | Not disclosed for directors; proxy presents dollar values for stock awards and cash fees without metric linkages. |
| Equity plan governance features | No evergreen; no discounted options/SARs; no tax gross-ups; transfer restrictions; broad eligibility. |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company boards listed in biography. |
Expertise & Qualifications
- Legal expertise with corporate and civil litigation; independent practitioner since 2023.
- Financial literacy for Audit Committee service (Board’s determination).
- Independence under Nasdaq and Rule 10A-3.
Equity Ownership
| Holder | Shares Owned | % of Outstanding | Notes |
|---|---|---|---|
| Aviya Volodarsky | 10,000 | <1% (based on 13,550,766 shares outstanding) | Listed as independent director; no options/RSUs for directors disclosed; no pledging/hedging disclosed. |
Shareholder Voting Signal (2025 Annual Meeting)
| Nominee | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| Aviya Volodarsky | 5,041,814 | 94,083 | 0 |
- The slate (including Ms. Volodarsky) was elected with strong support; no broker non-votes on director elections were recorded.
Governance Assessment
-
Positives
- Independent director with legal background; “financially literate” Audit Committee member.
- Chair of Compensation Committee; oversight of pay and equity plans; 2025 Equity Incentive Plan includes no evergreen and no tax gross-ups.
- Clawback policy adopted April 8, 2025, covering incentive-based compensation after accounting restatements.
- Investor support: 5.04M votes “for” her election; low withheld tally.
-
Watch items / red flags (context for board effectiveness)
- Compensation Committee met only once in FY 2024, which may indicate limited cadence of pay oversight during that period; monitor meeting frequency going forward.
- Company-level related-party dependencies and transactions (e.g., historical revenue/supplier concentration with affiliates; financing arrangements) elevate conflict risk environment, though no specific related-party transaction is disclosed involving Ms. Volodarsky.
- CEO involvement with Star 26 and contemplated acquisition terms present potential control and conflict considerations at the issuer level; not tied to Ms. Volodarsky but relevant to overall governance context.
-
Not disclosed: per-director board meeting attendance rates, director ownership guidelines/compliance, hedging/pledging by directors, individual severance/change-in-control terms for directors.
Additional Governance Data
| Policy/Provision | Detail |
|---|---|
| Clawback Policy | Adopted April 8, 2025; applies to incentive-based compensation after accounting restatements (Nasdaq Rule 5608). |
| Equity Plan (2025) Key Features | No evergreen; no discounted options/SARs; no transferability except estate planning/charitable per committee approval; no tax gross-ups. |
| Auditor Ratification | Somekh Chaikin (KPMG) ratified for FY ending Dec 31, 2025; votes: 5,120,639 for / 10,837 against / 4,421 abstain. |
Overall, Ms. Volodarsky brings independence and legal acumen, chairs the Compensation Committee, and received strong shareholder support. The broader issuer environment includes notable related-party history and a transformational A&D strategy; continued robust committee activity and transparent disclosures (attendance, ownership guidelines) would further strengthen investor confidence.