Menachem Shalom
About Menachem Shalom
Menachem Shalom is 50 and has served as Nukkleus Inc.’s Chief Executive Officer and a member of the Board of Directors since September 2024 . He holds an LLM in corporate law from Columbia University School of Law (2000) and an MBA from the Hebrew University of Jerusalem (2003) . Shalom is a serial founder and operator with prior leadership roles in fintech, SaaS, industrial design, and stem-cell ventures, and he currently leads multiple external entities including a defense-focused SPAC that completed a $253 million IPO in May 2025 and is searching for a target in defense and aerospace . Performance metrics such as TSR, revenue growth or EBITDA growth tied specifically to his tenure at NUKK are not disclosed in filed materials.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wayerz Solutions Ltd. | Founder & CEO | 2014–2017 | Digital platform for correspondent banking and wires’ routing optimization |
| Mipso Ltd. | Founder & CEO | 2010–2013 | SaaS provider in the fashion and retail industry |
| ooga studio Ltd. | Founder | 2007–2010 | Industrial design incubator |
| Medifreeze Ltd. | Founder | 2004–2009 | Startup in stem cell cryopreservation |
| Dsnr Media Group Ltd. | VP, Business Development, Sales & Marketing | n/d | International cross-platform digital advertising company |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kochav Defense Acquisition Corp. (NASDAQ: KCHV) | CEO & Director | n/d | SPAC completed a $253M IPO in May 2025; seeking defense/aerospace target |
| Motomova Inc. (OTC: MTMV) | Director & CEO; Secretary | Since Dec 1, 2022; Secretary since May 24, 2023 | Leadership of publicly traded micro-cap company |
| MEA | Co-CEO & Director | Since Jan 2022 | Executive leadership role |
| Hold Me Ltd. | CEO; Principal executive & financial officer; Sole director | Since 2017 | Digital mobile wallet & payments platform |
Fixed Compensation
| Metric | FY 2024 | Q4 2024 (3 months ended Dec 31, 2024) |
|---|---|---|
| Salary ($) | $23,333 | $65,000 |
| Bonus ($) | — | — |
| Stock awards ($) | — | $695,000 |
| Option awards ($) | — | — |
| Total ($) | $23,333 | $760,000 |
| Effective Period | Monthly Base Salary (USD) |
|---|---|
| Sep 2024–Feb 2025 | $20,000 |
| Effective Mar 2025 | $25,000 |
| Effective Sep 2025 | $30,000 |
Performance Compensation
| Award Type | Grant/Issue Date | Shares/Value | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|---|
| Restricted stock grant | Dec 16, 2024 | 500,000 shares ; $695,000 fair value | None disclosed | — | — | — | Shares issued | Not disclosed |
| 2025 Equity Incentive Plan issuance | Nov 13, 2025 | 750,000 shares | None disclosed | — | — | — | Shares issued | Not disclosed |
Notes:
- No performance-based PSU metrics, vesting schedules, or bonus targets tied to revenue/EBITDA/TSR were disclosed for Shalom’s awards in the filings reviewed .
Equity Ownership & Alignment
| As of Date | Shares Beneficially Owned | Percent of Common Stock | Notes |
|---|---|---|---|
| Oct 9, 2025 | 500,000 | 3.7% | Based on 13,550,766 shares outstanding |
| Oct 26, 2025 | 500,000 | 3.7% | Based on 13,550,766 shares outstanding |
| Post-Closing Scenario | Shares | Percent | Components |
|---|---|---|---|
| After Star Purchase | 9,262,961 | 37.7% | 500,000 currently held; 2,490,013 to be issued at closing; 6,272,948 issuable under Star Warrant |
| Date | Shares Issued | Plan/Source |
|---|---|---|
| Nov 13, 2025 | 750,000 | 2025 Equity Incentive Plan; Rule 701 |
| Instrument | Shares | Strike | Term | Status |
|---|---|---|---|---|
| Star Warrant allocation to Shalom | 6,272,948 | $1.50 | 5 years | Issuable upon exercise; assigned pro rata to Star equity holders |
Additional alignment indicators:
- No adoption or termination of Rule 10b5-1 plans by directors or officers in the quarter ended Sep 30, 2025 .
- Stock ownership guidelines, pledging, hedging policies, and vested vs. unvested breakdown for Shalom are not disclosed in the reviewed filings .
Employment Terms
- Shalom serves as CEO under a Consultancy Agreement (with Billio Ltd, wholly owned by Shalom) effective Sep 1, 2024; initial $20,000 per month (Sept 2024–Feb 2025) with semi-annual $5,000 monthly increases effective March 2025 and September 2025 .
- He has been NUKK’s CEO and a director since September 2024 .
- Severance, non-compete, non-solicit, clawback, and change-of-control terms for Shalom’s employment are not disclosed in the reviewed agreements; however, the Star transaction is structured to result in a change of control under Nasdaq rules due to share issuance exceeding 19.99% and effecting a change of control .
Board Governance (service history, committees, independence)
- Board composition: six directors; independents are David Rokach, Tomer Nagar, Aviya Volodarsky, and Reuven Yeganeh; Shalom and Anastasiia Kotaieva are not independent .
- Standing committees: Audit (Chair: Reuven Yeganeh; met 3 times in FY 2024), Compensation (Chair: Aviya Volodarsky; met once in FY 2024), Nominating & Corporate Governance (Chair: David Rokach; met once in FY 2024) .
- Dual-role implications: Shalom is both CEO and director and is the controlling shareholder of Star 26; in approving the Star transaction, the Board noted Shalom’s relationship with Star and he recused himself from voting, mitigating independence concerns in that decision pathway .
- The Star Purchase requires shareholder approval and effects a change of control of NUKK per Nasdaq rules .
Director equity context (recent grants):
- Dec 16, 2024 restricted stock grants included 500,000 shares to Shalom and 10,000 shares to each director (and 150,000 to Kotaieva) .
- Nov 13, 2025 2025 Plan issuances included 750,000 shares to Shalom; 10,000 to Yeganeh; 5,000 to each of Rokach, Volodarsky, and Nagar .
Investment Implications
- Alignment: Shalom’s large equity exposure—500,000 shares pre-Star, potential 37.7% post-Star via a combination of existing, issuance-at-closing, and warrant-linked shares—strongly aligns incentives with equity value creation, but also concentrates control and governance influence post-transaction .
- Dilution/supply: The recent issuance of 750,000 shares to Shalom under the 2025 Equity Incentive Plan (and additional director grants) increases outstanding shares and may impact float; vesting and sale restrictions are not disclosed, limiting visibility into near-term selling pressure .
- Governance/related-party risk: Shalom’s control of Star 26 and representation of Star equity holders in a change-of-control transaction represent a material related-party exposure; the Board’s mitigation via Shalom’s recusal is noted, but post-closing control concentration raises ongoing independence considerations for compensation decisions and strategic actions .
- Pay-for-performance signals: Current disclosures show time-based equity grants and salary escalators without explicit performance metrics (e.g., revenue, EBITDA, TSR) governing payout; absence of disclosed vesting schedules and clawback terms limits assessment of rigorous pay-for-performance alignment .
- Trading signals: No 10b5-1 plan adoption was reported for Q4 2025, implying any future transactions could be discretionary rather than pre-arranged, which may affect market interpretation when Form 4 activity occurs .