Reuven Yeganeh
About Reuven Yeganeh
Independent director since June 13, 2024; age 48 as of the 2025 proxy. Background in fund management and derivatives trading with prior chair roles at TASE-listed companies; BA in Economics & Administration (Ruppin College, 2004) and Israeli Securities Authority portfolio manager license (2006). Designated Audit Committee Financial Expert and Chair of the Audit Committee; also serves on Compensation and Nominating & Corporate Governance committees. The Board determined he is independent under Nasdaq rules and Exchange Act Rule 10A-3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inbar Group Finance Ltd. | Derivatives Trader | 2021–present | Financial markets expertise; risk management |
| Fantazy Network (TASE: WILK) | Chairman of the Board | 2018–2021 | Cannabis investments; board leadership |
| Direct Capital (TASE: DCI-M) | Chairman of the Board | 2012–2018 | Real estate investments; governance oversight |
| Israeli Air Force | Non-Commissioned Officer | 1998–2001 | Discipline and operational leadership |
External Roles
| Organization | Market | Role | Tenure | Notes |
|---|---|---|---|---|
| Fantazy Network | TASE | Chairman | 2018–2021 | Cannabis sector board chair |
| Direct Capital | TASE | Chairman | 2012–2018 | Real estate investment board chair |
Board Governance
- Independence: Board determined Yeganeh is independent under Nasdaq rules and Rule 10A-3; no family relationships disclosed among directors and officers .
- Committee roles: Audit Committee Chair and Audit Committee Financial Expert; member of Compensation and Nominating & Corporate Governance Committees .
- Committee meeting frequency (FY 2024/three months ended Dec 31, 2024): Audit met three times; Compensation met once; Nominating & Corporate Governance met once .
- Annual Meeting attendance policy: Directors encouraged to attend; Board actions often by written resolutions; no specific individual attendance rates disclosed .
| Governance Element | Detail |
|---|---|
| Audit Committee | Chair; Financial Expert; met 3 times in year ended 2024 |
| Compensation Committee | Member; Chair is Aviya Volodarsky; met 1 time in FY ended Dec 31, 2024 |
| Nominating & Corporate Governance | Member; Chair is David Rokach; met 1 time in FY ended Dec 31, 2024 |
Director election support (Nov 6, 2025):
| Nominee | FOR | WITHHELD | Broker Non-Vote |
|---|---|---|---|
| Reuven Yeganeh | 5,041,088 | 94,809 | 0 |
Fixed Compensation
| Period | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| FY ended Sep 30, 2024 | 5,833 | – | 5,833 |
| Three months ended Dec 31, 2024 | 5,000 | – | 5,000 |
Performance Compensation
| Period | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) |
|---|---|---|---|
| FY ended Sep 30, 2024 | – | – | – |
| Three months ended Dec 31, 2024 | 13,900 | – | – |
Performance metrics tied to director pay:
| Metric Category | Target/Definition | Disclosed? |
|---|---|---|
| Revenue/EBITDA/TSR-based director incentives | Not typical for non-employee directors | None disclosed |
| Meeting fees/performance bonuses | Not disclosed | None disclosed |
| Equity award vesting schedules (RSUs/DSUs) | Not detailed for directors | Not disclosed |
Other Directorships & Interlocks
- Interlocks: Board includes David Rokach (Senior Investment Manager at X Group Fund of Funds), and Anastasiia Kotaieva (beneficial owner of X Group stake), with X Group having multiple financing and conversion arrangements with the Company; these relationships are relevant to board independence oversight although no specific related-party transactions are attributed to Yeganeh .
- CEO-related party exposure: Significant agreements with Star 26 (controlled by CEO Menachem Shalom) requiring board and stockholder approval; potential conflict management falls under Audit/Nominating oversight where Yeganeh is a member/chair .
Expertise & Qualifications
- Financial services and derivatives trading experience; fund management background .
- Audit Committee Financial Expert designation by the Board .
- Education: BA in Economics & Administration (Ruppin College, 2004); ISA portfolio management license (2006) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| Reuven Yeganeh (Director) | 10,000 | <1% |
Notes:
- Vested vs unvested, options, and pledged shares: No director-specific breakdown or pledging disclosures for Yeganeh in the proxy .
Governance Assessment
-
Positives
- Independent director with strong finance background; designated Audit Committee Financial Expert and serving as Audit Committee Chair, which bolsters internal control and audit oversight .
- Clear committee engagement; Audit met three times; Compensation and Nominating met once, indicating functioning governance processes .
- Shareholder support: Received 5.04M votes “FOR” at the 2025 Annual Meeting, suggesting investor confidence in board composition .
- Company adopted a clawback policy in compliance with Nasdaq Rule 5608 on April 8, 2025, strengthening pay-for-performance accountability (primarily for executives) .
-
Watch items / RED FLAGS
- Related-party ecosystem: Extensive transactions with entities connected to executives (e.g., Star 26 controlled by CEO; financing and conversions involving X Group where other directors have affiliations). While no Item 404 transactions involve Yeganeh directly, Audit and Nominating oversight (including Yeganeh) must actively manage these conflicts .
- Concentrated shareholder influence: A director (Kotaieva) controls a 13.6% stake via X Group Fund of Funds LP, increasing potential for interlocks and influence dynamics that the Audit/Nominating committees should monitor .
- Limited disclosure on director-specific performance metrics, vesting details, and attendance rates may constrain assessment of pay-for-performance and individual engagement beyond committee meeting counts .
Overall, Yeganeh’s financial expertise and independence in Audit leadership are positive governance signals, but the board’s related-party environment requires robust, transparent oversight—an area where his Audit Committee chair role is central .