Tomer Nagar
About Tomer Nagar
Tomer Nagar, age 37, has served as an independent director of Nukkleus Inc. since November 8, 2024. He holds a degree in Aviation Machinery from the Israeli Air Force College (2005) and served in the Israeli Air Force from 2006–2018 as First Sergeant and Master Sergeant. Since 2019, he has worked in the sales department of Sogolowek Food Group. The Board cites his military background and business experience as core credentials for service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Israeli Air Force | First Sergeant, Master Sergeant | 2006–2018 | Leadership and operational experience |
| Israeli Air Force College | Student (Aviation Machinery) | Graduated 2005 | Technical training |
| Sogolowek Food Group | Sales Department | 2019–present | Commercial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships reported |
Board Governance
- Independence: The Board determined Nagar is independent under Nasdaq listing rules and Rule 10A‑3 of the Exchange Act.
- Committees: Current standing committees are Audit (Chair: Reuven Yeganeh), Compensation (Chair: Aviya Volodarsky), and Nominating & Corporate Governance (Chair: David Rokach). Nagar is not listed as a member of any standing committee.
- Meeting activity: Audit Committee met three times in FY2024; Compensation and Nominating Committees each met once in FY2024. Board encourages annual meeting attendance but does not disclose specific attendance rates.
- Shareholder vote: At the November 6, 2025 annual meeting, Nagar received 5,119,057 FOR votes and 16,840 WITHHELD, indicating broad shareholder support.
Fixed Compensation
| Period | Cash Retainer ($) | Committee Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| Q4 2024 (three months ended Dec 31, 2024) | 3,333 | — | — | 3,333 |
Notes:
- No separate committee or meeting fees disclosed for Nagar for Q4 2024.
Performance Compensation
| Period | Equity Type | Shares/Grant Detail | Grant-Date Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Q4 2024 (three months ended Dec 31, 2024) | Stock awards | — | 13,900 | Not disclosed | Not disclosed |
| Nov 13, 2025 | Common stock (2025 Equity Incentive Plan) | 5,000 shares issued to Nagar | — | Not disclosed | Not disclosed |
Additional plan features (2025 Equity Incentive Plan):
- No tax gross-ups; no evergreen; options/SARs at ≥ FMV; change-in-control treatment allows conversion/assumption or cash-out; broad award types (options, RSUs, SARs). These are plan-level features; no Nagar-specific performance metric disclosure.
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No interlocks or related party ties disclosed for Nagar |
Expertise & Qualifications
- Technical education in aviation machinery; extensive military leadership background; sales/commercial experience.
- Not designated as an audit committee financial expert (the Board designated Reuven Yeganeh).
Equity Ownership
| Date (Reference) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Oct 9, 2025 (DEF 14A) | 10,000 | <1% | As disclosed in beneficial ownership table |
| Oct 26, 2025 (PRER14A) | 10,000 | <1% | Pre-Star Purchase context |
| Nov 13, 2025 (10-Q disclosure of issuance) | +5,000 issued (increment) | — | Company issued 5,000 shares to Nagar under 2025 Plan; updated beneficial ownership % not disclosed |
Ownership guidelines, pledging/hedging, and vested vs. unvested breakdown: not disclosed for directors; no pledging indicated for Nagar.
Governance Assessment
- Strengths:
- Independence confirmed; no related-party transactions or legal proceedings disclosed for Nagar.
- Shareholder support strong in 2025 director vote.
- Equity component aligns director interests; plan-level safeguards (no tax gross-ups, no evergreen) are shareholder-friendly.
- Considerations:
- Nagar is not on key committees (Audit, Compensation, Nominating), which may limit direct influence on core governance processes, though it also reduces potential conflicts.
- Lack of disclosed performance metrics, vesting terms, or ownership guidelines for directors limits pay-for-performance evaluation at the director level.
- Broader company related-party exposures (e.g., Star Agreement with CEO involvement) heighten governance scrutiny, though no direct ties are attributed to Nagar.
Director Compensation Mix (Signal)
| Period | Cash ($) | Equity ($) | Total ($) | Equity Mix (%) |
|---|---|---|---|---|
| Q4 2024 (three months ended Dec 31, 2024) | 3,333 | 13,900 | 17,233 | ~80.7% (derived from disclosed amounts) |
- The short-quarter compensation shows a high equity component, supporting alignment, though detailed vesting/performance conditions were not disclosed.
Shareholder Vote Detail (2025 Annual Meeting)
| Nominee | FOR | WITHHELD | Broker Non-Vote |
|---|---|---|---|
| Tomer Nagar | 5,119,057 | 16,840 | 0 |
RED FLAGS
- None specifically identified for Nagar: no related-party transactions, pledging, legal proceedings, or attendance concerns disclosed.
Appendix: Committee Structure (for context)
| Committee | Members | Chair | Meetings FY2024 |
|---|---|---|---|
| Audit | David Rokach; Reuven Yeganeh; Aviya Volodarsky | Reuven Yeganeh | 3 |
| Compensation | David Rokach; Reuven Yeganeh; Aviya Volodarsky | Aviya Volodarsky | 1 |
| Nominating & Corporate Governance | David Rokach; Reuven Yeganeh; Aviya Volodarsky | David Rokach | 1 |