Einav Brenner
About Einav Brenner
Einav Brenner, 44, serves as Chief Financial Officer of Odysight.ai since May 2024. She is a CPA (Israel) with a Bachelor of Accounting, Economics and Business Administration and an MBA in Financial Management from Tel Aviv University . During 2024, company TSR increased to a value of $162 on an initial $100 and net loss was $(11.8) million, contextualizing pay-versus-performance for NEOs in the proxy . FY 2024 revenue was $3.964 million, vs. $3.033 million in FY 2023 ; EBITDA was $(12.384) million* and Net Income was $(11.767) million* (Values retrieved from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Solato Ltd. | VP Finance | May 2022–May 2024 | Supported establishment of global activities, strategic decisions and commercial agreements; built financial/operational teams and infrastructure; handled fundraising and investor relations . |
| RedHill Biopharma Ltd. (NASDAQ: RDHL) | Executive Director of Finance | Jul 2017–May 2022 | Facilitated fundraising, managed complex transactions and legal aspects; responsible for SEC filings and financial reporting . |
| Vizrt Inc.; Viola Ventures; PricewaterhouseCoopers | Various finance roles | Not disclosed | Prior finance roles (details not quantified in proxy) . |
External Roles
No external public company directorships or committee roles are disclosed for Ms. Brenner in the proxy materials .
Fixed Compensation
| Component | Amount/Currency | Grant/Approval Date | Notes |
|---|---|---|---|
| Monthly base salary | NIS 60,000 | Employment agreement upon appointment (May 2024) | Terms in CFO employment agreement . |
| Signing bonus | NIS 60,000 | Employment agreement (May 2024) | Paid pursuant to certain objectives . |
| 2024 Base Salary (USD thousands) | $151 | FY 2024 | Summary Compensation Table . |
| 2024 Bonus (USD thousands) | $32 | FY 2024 | Summary Compensation Table . |
| 2024 All Other Compensation (USD thousands) | $9 | FY 2024 | Car lease and vehicle expenses . |
| 2024 Total Compensation (USD thousands) | $673 | FY 2024 | Summary Compensation Table . |
| 2025 Cash bonus | $95,000 | Approved Mar 10, 2025 | Board/Comp Committee approval; reported on Form 8-K . |
Performance Compensation
Equity Awards (as of Dec 31, 2024)
| Award Type | Shares | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|
| Stock Options | 70,000 (unexercisable) | $4.50 | 33.33% on first anniversary of service; 8.33% at end of each subsequent three-month period over two years | June 13, 2031 | CFO employment agreement equity grant . |
| Stock Options | 30,000 (unexercisable) | $4.80 | 33.33% on first anniversary of grant; 8.33% quarterly over two years | September 16, 3031 (as stated) | Granted Sep 16, 2024; subject to CoC acceleration . |
| Change-of-control treatment | N/A | N/A | Unvested options accelerate upon change-of-control | N/A | Company-wide acceleration provision; no cash severance arrangements disclosed . |
Vesting detail: 33.33% cliff at first anniversary; remaining 66.67% vests in eight equal quarterly installments over two years; options subject to acceleration upon change-of-control .
Annual/Performance Bonuses
| Year | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Pre-determined measurable objectives (CFO) | Not disclosed | Not disclosed | Not disclosed | $32,000 cash | Cash (not deferred). |
| 2025 | Objectives (CFO) | Not disclosed | Not disclosed | Not disclosed | $95,000 cash (approved Mar 10, 2025) | Cash (not deferred). |
Clawback: Executive Officer Clawback Policy adopted per Nasdaq Rule 10D-1; recoupment of erroneously awarded compensation after accounting restatements (pre-tax) within lookback period .
Anti-hedging: Directors, officers, and employees prohibited from short sales, options, collars, forward sale contracts and other hedging/monetization transactions .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Einav Brenner | 44,997 | <1% | As of September 25, 2025; percent indicated as less than 1% in proxy table . |
- Options outstanding (as of Dec 31, 2024): 70,000 at $4.50; 30,000 at $4.80; both unexercisable at year-end; vesting per schedules above .
- Ownership concentration: Directors and officers as a group held 46.9% of shares outstanding, with significant stakes by major holders; Ms. Brenner’s individual stake is immaterial relative to float .
- Hedging policy: Prohibits hedging/monetization; pledging policy not disclosed .
Employment Terms
- Start date and role: CFO since May 2024; employment commenced May 5, 2024 .
- CFO agreement economics: Monthly base NIS 60,000; signing bonus NIS 60,000; options to purchase 70,000 shares; standard executive benefits .
- Additional grants: 30,000 options approved Sep 16, 2024; standard 1-year cliff then quarterly vest; CoC acceleration .
- Severance/change-of-control cash: Company states no contracts providing payments upon termination or change-of-control; broad-based option acceleration applies on change-of-control .
- Restrictive covenants: Employment agreements include customary noncompetition/confidentiality/assignment-of-inventions; non-compete enforceability may be limited under applicable law .
- Indemnification & D&O: Executives covered by D&O insurance; company indemnification to fullest extent permitted by law .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $3,033,000 | $3,964,000 |
| EBITDA (USD) | $(10,349,000)* | $(12,384,000)* |
| Net Income (USD) | $(9,445,000)* | $(11,767,000)* |
- Pay-versus-performance context (2024): Company TSR value rose to $162 on an initial $100; net loss was $(11,767)k .
- Biography highlights: Prior roles emphasized fundraising, complex transactions, SEC reporting, and building finance ops—skills aligned with ODYS’s growth and capital markets engagement .
*Values retrieved from S&P Global.
Compensation Committee Analysis
- Compensation Committee: Members — Inbal Kreiss (Chair), Nir Nimrodi, Zeev Vurembrand; all independent under Nasdaq; met five times in 2024 .
- Committee authority: Administers equity plans; sets executive compensation; may retain compensation consultants/legal counsel; can delegate as appropriate .
- Board committee matrix: Audit (Vurembrand—Chair, Kreiss, Rubin); Compensation (Kreiss—Chair, Nimrodi, Vurembrand); Nominating (Vurembrand—Chair, Kreiss, Rubin) .
Investment Implications
- Pay-for-performance alignment: Ms. Brenner’s cash compensation is modest (2024 base $151k; 2024 bonus $32k), with incentives primarily in options that vest over three years and accelerate on change-of-control—linking upside to equity value while avoiding guaranteed severance .
- Vesting/selling pressure: First major vesting cliffs occur around the first anniversaries of service/grant (e.g., May 2025 for initial CFO options; Sep 2025 for the 30,000 grant), followed by quarterly tranches—monitor Form 4 filings for potential liquidity events and trading windows given anti-hedging restrictions .
- Alignment and risk: Beneficial ownership is <1%, limiting direct “skin-in-the-game,” but option exposure provides leverage; absence of cash severance or tax gross-ups reduces shareholder-unfriendly provisions; clawback policy and anti-hedging are governance positives .
- Execution context: Company remains loss-making with small but growing revenues; finance leadership with fundraising/SEC expertise is pertinent for capital access and uplisting constraints—evaluate compensation outcomes vs. milestones (revenue growth, financing, EU/U.S. expansion) as disclosures evolve .