Carlo Papa
About Carlo Papa
Dr. Carlo Papa (age 54) has served on Odysight.ai Inc.’s Board since September 16, 2024, and chairs Odysight.ai EU (the Company’s European subsidiary) since January 2025. He is a former Managing Director of Enel Foundation and held multiple senior roles across the Enel Group. He holds a BSc in Economics/MSc in Management & Finance (Palermo University), an EMBA (TRIUM: LSE/NYU Stern/HEC Paris) and a PhD in Management Engineering (Tor Vergata University, Rome) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enel Foundation | Managing Director; Global Head of Academic/Research Relations (Enel Group) | Apr 2015 – Jun 2024 | Led research and policy initiatives in energy, innovation, sustainability |
| Enel Green Power | Chief Innovation Officer | n/d (prior to 2015) | Innovation leadership |
| Enel Group (various) | Chief of Staff, Chairman’s Office; Head of Business Development (Russia/Ukraine, Power Generation); Co‑founder/Investment Manager, Enel Capital Corporate VC | n/d | Business development, venture investing |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Berkeley Research Group (BRG) | Chief Economics Advisor | Jan 2025 – present | Advisory role |
| Columbia Center on Sustainable Investment | Senior Fellow | Aug 2024 – present | Academic affiliation |
| SACE (Italy export credit agency) | Impact Advisory Board Member | Jun 2023 – present | Advisory role |
| Italy’s National PhD in Sustainable Dev. & Climate Change | Board/Advisory/Exec Committee | n/d | Academic network role |
| UN Council “Engineers for Energy Transition” | Board/Advisory/Exec Committee | n/d | UN-affiliated council role |
| Harambee Africa | Board/Advisory/Exec Committee | n/d | Non-profit role |
Board Governance
- Board class/term: Class I director; up for election at the Dec 2, 2025 Annual Meeting; if elected, term to 2028 Annual Meeting .
- Independence: The Board determined that Mr. Papa is not independent under Nasdaq rules (along with Mr. Schneider and Mr. Arkin); all other directors are independent .
- Committees: Audit (Chair: Vurembrand; members: Vurembrand, Kreiss, Rubin); Compensation (Chair: Kreiss; members: Kreiss, Nimrodi, Vurembrand); Nominating (Chair: Vurembrand; members: Vurembrand, Kreiss, Rubin). Mr. Papa is not listed on any standing committee .
- Attendance: The Board met 9 times in 2024; each director attended at least 75% of Board and applicable committee meetings during their service period .
- Board size: Eight directors as of the proxy record date .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual director fee | €30,000 | As per Director Appointment & Services Agreement dated Sep 16, 2024; paid quarterly |
| Signing bonus | €20,000 | Paid in 2024; included within “Fees” for director compensation disclosure |
| Other cash (EU chair) | n/d | Compensation as Chairman of Odysight.ai EU included within 2024 “Fees” disclosure (no separate amount provided) |
| Committee fees eligibility | Not eligible | Directors with separate service agreements are not eligible for additional committee fees; Board reaffirmed $2,000/quarter per committee for eligible directors on Sept 17, 2025 |
Director 2024 Compensation (company table): Fees $70k; Option Awards $148k; Total $218k; footnote confirms includes €20k signing bonus and EU chair compensation .
Performance Compensation
| Award Type | Grant/Terms | Vesting | Strike/Term | Change-of-Control |
|---|---|---|---|---|
| Stock Options (30,000 shares) | Options to purchase 30,000 shares under director services agreement | 1/3 vests on 1st anniversary of grant (Sep 16, 2025), remaining 2/3 vests in eight equal quarterly installments over next two years | Exercise price $4.80; expiration 10/22/2031 (per Form 3) | Options subject to acceleration upon change of control |
| Sources | ||||
| Director Appointment & Services Agreement (Sep 16, 2024) and proxy disclosure | Vesting schedule per Form 3 footnote; agreement confirms grant and vesting cadence | Form 3 shows $4.80 strike and 10/22/2031 expiry | Agreement notes acceleration on change of control | |
Performance Metrics
- No director‑level performance metric grid (e.g., revenue/EBITDA/TSR) is disclosed for Mr. Papa; director equity compensation is option‑based and vesting is time‑based, not tied to explicit performance goals .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committee roles |
|---|---|---|---|
| Public company boards (current) | Public | None disclosed | — |
| Odysight.ai EU (subsidiary) | Private (subsidiary) | Chairman (President and Legal Representative) | — |
| BRG; Columbia CCSI; SACE; UN Council; Italy’s National PhD; Harambee Africa | Advisory/Academic/Non‑profit | Advisory/board roles as listed above | — |
| Sources | |||
Expertise & Qualifications
- Domain expertise: Energy economics, innovation, sustainability/climate; corporate venture and international business development (Enel) .
- Education: BSc Economics/MSc Mgmt & Finance (Palermo); EMBA TRIUM (LSE/NYU Stern/HEC); PhD in Management Engineering (Tor Vergata) .
- Board competencies: International expansion (chairs Odysight.ai EU), policy/academia networks (SACE, UN Council, Columbia CCSI) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Carlo Papa | 9,999 | <1% | As of Sept 25, 2025; % based on 16,332,910 shares outstanding |
| Anti‑hedging/pledging | Prohibited | — | Company policy prohibits short sales, options trading, hedging/monetization (e.g., collars), and pledging/margin for directors, officers and employees |
| Initial insider filing | Form 3 | Options 30,000 @ $4.80; exp. 10/22/2031 | Vesting: 1/3 on 9/16/2025; remainder quarterly over 2 years |
Employment & Contracts
- Director Appointment & Services Agreement (Odysight.ai Inc.): Effective Sep 16, 2024; annual fee €30,000; option grant for 30,000 shares at $4.80; expected to participate in substantially all Board meetings; vesting per schedule; options accelerate on change of control .
- Odysight.ai EU Agreement: Dated Feb 18, 2025; scope as EU subsidiary’s President and Legal Representative; “autonomous” collaboration (no subordination/working hours); formalizes chair role of Odysight.ai EU .
- Independence impact: The Board classifies Mr. Papa as not independent under Nasdaq rules .
Related-Party Transactions & Conflicts
- Company RPT disclosures over prior two years list transactions involving other directors/shareholders (e.g., AllCloud services; Arkin/Phoenix financings), but no related‑party transactions involving Mr. Papa are disclosed .
- Policy controls: Audit Committee approves related person transactions; anti‑hedging/pledging policies in place; executive officer clawback policy adopted Jan 28, 2025 (applies to executive officers) .
Director Compensation (Company Table – 2024)
| Name | Fees Earned or Paid in Cash ($000s) | Stock Awards ($000s) | Option Awards ($000s) | All Other Compensation ($000s) | Total ($000s) |
|---|---|---|---|---|---|
| Dr. Carlo Papa | 70 | - | 148 | - | 218 |
| Footnotes | |||||
| Includes €20,000 signing bonus and compensation earned as Chairman of Odysight.ai EU | Amounts reflect grant‑date fair value under ASC 718 | ||||
| Sources |
Say‑on‑Pay & Shareholder Feedback
- 2025 Annual Meeting (Dec 2, 2025) includes advisory vote on executive compensation and frequency; preliminary results to be announced at the meeting and final results to be reported on Form 8‑K after the meeting .
Compensation Committee Analysis (Context)
- Compensation Committee: Chair Inbal Kreiss; members Nir Nimrodi and Zeev Vurembrand; each qualifies under Nasdaq’s heightened independence standards; met five times in 2024 .
- Nominating Committee: Formed with Nasdaq uplisting in Feb 2025; no meetings in 2024 .
Governance Assessment
-
Strengths
- Relevant expertise in energy, innovation and sustainability; robust international and policy networks beneficial for EU expansion strategy .
- Option‑heavy director compensation aligns incentives with long‑term shareholder value; anti‑hedging/pledging policy supports alignment .
- No related‑party transactions disclosed involving Mr. Papa; Audit Committee oversight and codified RPT approval process .
-
Risks / RED FLAGS
- Non‑independent status: The Board determined Mr. Papa is not independent; coupled with his compensated leadership role at Odysight.ai EU, this may limit his suitability for key oversight committees (Audit/Comp/Nominating) and can be perceived as reduced board independence .
- Dual role (subsidiary chair): While strategically useful, the separate compensated role at Odysight.ai EU concentrates influence and may create perceived conflicts if EU subsidiary matters come before the Board; careful recusal and disclosure practices are advisable .
-
Monitoring items for investors
- Director re‑election outcome at Dec 2, 2025 meeting and any vote‑related feedback .
- Any future related‑party transactions or expanded compensation arrangements tied to EU subsidiary activities .
- Evolution of director equity ownership beyond initial Form 3 holdings and vesting/exercise of options .