David Rokach
About David Rokach
David Rokach (age 55) has served as an independent director of Nukkleus Inc. since September 2024. He is founder and CEO of Tokara Management Ltd. (since 2014) and a Senior Investment Manager at X Group Fund of Funds (since January 2020). He holds a B.A. in International Relations from The Hebrew University of Jerusalem (1993) and a diploma in Financial Investment Management from Tel Aviv University (1993); he also attended New York University in 1994 studying investment management . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tokara Management Ltd. | Founder & CEO | 2014–Present | Investment management for hedge funds |
| X Group Fund of Funds | Senior Investment Manager | Jan 2020–Present | Firm provided loans/warrants to NUKK; see Related Parties section |
Additional note: He has also held roles with Clal Finance (dates not disclosed) .
External Roles
- No other public company directorships disclosed for Rokach in the latest proxy .
Board Governance
- Independence: Board determined Rokach is independent under Nasdaq rules; independence assessment considered relationships and related transactions .
- Board service: Director since September 2024 .
- Committees and roles:
- Audit Committee (member); all members (including Rokach) deemed independent and “financially literate”; chair: Reuven Yeganeh; met three times in FY 2024 .
- Compensation Committee (member); chair: Aviya Volodarsky; met once in FY 2024 .
- Nominating & Corporate Governance Committee (chair); committee met once in FY 2024 .
- Annual meeting attendance policy: Company has no formal policy; directors are encouraged to attend .
Fixed Compensation
Non-employee director cash retainers and fees for Rokach:
| Period | Fees Earned or Paid in Cash ($) |
|---|---|
| FY 2024 (year ended Sep 30, 2024) | 3,333 |
| Three months ended Dec 31, 2024 | 5,000 |
Notes: FY 2024 shows cash-only compensation for Rokach; equity awards introduced in the subsequent three-month transitional period .
Performance Compensation
Equity awards for Rokach (non-employee director):
| Period | Stock Awards ($ grant-date fair value) | Option Awards ($) | Notes |
|---|---|---|---|
| FY 2024 (year ended Sep 30, 2024) | — | — | No equity reported in FY 2024 |
| Three months ended Dec 31, 2024 | 13,900 | — | Equity granted to directors; no options reported |
- Plan design context: The 2025 Equity Incentive Plan covers employees, consultants, and non-employee directors; best practices include no discounted options, no evergreen provision, no transferability, no automatic grants, and no tax gross-ups .
- Change-in-control treatment is at the plan administrator’s discretion (convert/assume/replace or cash out); no director-specific performance metrics are disclosed for equity grants .
Other Directorships & Interlocks
| Entity | Nature of Relationship | Details |
|---|---|---|
| X Group Fund of Funds LP | Interlock/Related Party Exposure | Rokach is a Senior Investment Manager; X Group provided financing to NUKK (notes in June and Sept 2024) and converted $771,085 debt into 319,952 shares plus a 5-year warrant for 351,424 shares at $2.41 in Nov 2024 (amended Nov 14, 2024). Board independence determinations considered related transactions . |
| X Group Fund of Funds LP and director Anastasiia Kotaieva | Ownership concentration | X Group and its owner (director Anastasiia Kotaieva) collectively reported 1,847,373 shares (13.6%) as of Oct 9, 2025; Ms. Kotaieva has voting/dispositive control over X Group holdings . |
Expertise & Qualifications
- Financial/investment management experience (Tokara CEO; X Group Senior Investment Manager) .
- Education: B.A. International Relations (Hebrew University, 1993); Diploma in Financial Investment Management (Tel Aviv University, 1993); attended NYU (1994) for investment management studies .
- Audit Committee “financially literate” designation (committee-wide) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date |
|---|---|---|---|
| David Rokach (Director) | 10,000 | <1% | Oct 9, 2025 |
No disclosure of pledged shares, hedging, or a director stock ownership guideline specific to Rokach in the proxy. Company maintains an Insider Trading Policy; details on hedging/pledging restrictions not specified in the proxy text provided .
Governance Assessment
- Board effectiveness and load: Rokach sits on all three key committees and chairs the Nominating & Corporate Governance Committee, signaling central involvement in oversight (positive for engagement) .
- Independence vs. interlocks: While the Board classifies him as independent, his concurrent role at X Group (a financing counterparty and significant shareholder through conversion activity) creates a perceived conflict risk. This is heightened by X Group’s large stake under another current director’s control (13.6%), concentrating influence and raising related-party sensitivity. RED FLAG: potential conflict/interlock exposure via X Group financing and equity positions .
- Committee competence: Audit Committee deems members financially literate; Yeganeh is audit committee financial expert (positive). Rokach’s investment background supports committee service, but independence optics around related parties should be closely monitored .
- Director pay alignment: In the transition period (three months ended Dec 31, 2024), equity comprised the majority of Rokach’s director compensation ($13,900 stock vs. $5,000 cash), improving alignment; FY 2024 was cash-only. Monitor evolving practice as the 2025 Equity Incentive Plan is implemented .
- Broader governance context: Company discloses numerous related-party transactions historically and a pending acquisition where the CEO is a controlling stakeholder on the target side (Star 26). While not tied to Rokach personally, it underscores the need for robust independent oversight on conflicts (board-level risk environment) .
Legal/Compliance: No disclosed legal proceedings for directors/officers in last ten years (positive) . Clawback Policy adopted April 8, 2025 for incentive-based compensation (executives) .
Appendix: Committee Summary (Rokach)
- Audit Committee: Member; financially literate; met three times FY 2024; chair: Reuven Yeganeh .
- Compensation Committee: Member; met once FY 2024; chair: Aviya Volodarsky .
- Nominating & Corporate Governance Committee: Chair; met once FY 2024 .