Inbal Kreiss
About Inbal Kreiss
Inbal Kreiss (age 59) has served as an independent director of Odysight.ai since April 2021. She is Chief of Innovation at Israel Aerospace Industries’ (IAI) Systems, Missiles and Space Division (since April 2020) and Chairwoman of RAKIA, the Israeli scientific and technological mission to the International Space Station (since April 2021). Her credentials include a B.Sc. in chemical engineering (Technion), an Executive MBA (Tel Aviv University), and a visiting research fellowship at MIT’s Aeronautics & Astronautics Department .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IAI, Space Division | Deputy Director | Since 2013 | Led development, construction, launch and operation of observation and communication satellites . |
| IAI, Arrow program | Chief Engineer, Arrow 2 anti-ballistic missile | 2000–2006 | Technical leadership for national defense system . |
| IAI, Arrow program | Project Manager, Arrow 3 exo-atmospheric interceptor | 2007–2013 | Program leadership for advanced interceptor development . |
External Roles
| Organization | Role | Start Date | Type | Notes |
|---|---|---|---|---|
| Phoenix Financial Ltd. (TASE: PHOE) | Board Member | Jan 2025 | Public company | External directorship added in 2025 . |
| IAI Systems, Missiles & Space Division | Chief of Innovation | Apr 2020 | State-owned aerospace & defense | Senior innovation leadership . |
| RAKIA (ISS mission) | Chairwoman | Apr 2021 | Program/mission leadership | Chairs Israeli ISS scientific mission . |
Board Governance
- Independence: ODYS’s board determined Ms. Kreiss is independent under Nasdaq listing rules; she also meets heightened independence standards for Compensation Committee and independence for Audit Committee membership under Rule 10A-3 .
- Attendance: In 2024 there were nine board meetings; each director attended at least 75% of board and applicable committee meetings .
| Committee | Role | Members | 2024 Meetings | Independence Confirmation |
|---|---|---|---|---|
| Compensation | Chair | Inbal Kreiss, Nir Nimrodi, Zeev Vurembrand | 5 | All members independent under Nasdaq compensation standards . |
| Audit | Member | Zeev Vurembrand (Chair), Inbal Kreiss, Ronit Rubin | 6 | Independent under Rule 10A‑3 and Nasdaq; Vurembrand is financial expert . |
| Nominating & Corporate Governance | Member | Zeev Vurembrand (Chair), Inbal Kreiss, Ronit Rubin | Formed Feb 2025; 0 meetings in 2024 | Charter available; independence managed by committee . |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($ thousands) | Total ($ thousands) |
|---|---|---|
| 2024 | 32 | 105 . |
- Policy context: Directors historically received a quarterly board fee ($4,000 approved March 15, 2020; reaffirmed September 17, 2025 for committee fees of $2,000 per quarter per committee). Members compensated under separate service agreements are not eligible for additional committee fees .
Performance Compensation
| Year | Stock Awards ($ thousands) | Option Awards ($ thousands) | Notes |
|---|---|---|---|
| 2024 | – | 73 | Fair value per ASC 718; options valued via Black‑Scholes; reflects director service grant(s) . |
Option grant details disclosed (Form 3):
| Derivative Security | Expiration | Underlying Shares (#) | Exercise Price ($) | Vesting Schedule |
|---|---|---|---|---|
| Options to purchase common stock | 04/09/2028 | 16,025 | 2.61 | 1/3 on 04/09/2022; remaining 2/3 in equal quarterly installments over two years, subject to continued service . |
| Options to purchase common stock | 07/09/2030 | 30,000 | 3.00 | 1/3 on 07/09/2024; remaining 2/3 in equal quarterly installments over two years, subject to continued service . |
| Options to purchase common stock | 09/16/2031 | 15,000 | 4.80 | 1/3 on 09/16/2025; remaining 2/3 in equal quarterly installments over two years, subject to continued service . |
- Performance metrics in director pay: No director‑specific performance metrics disclosed; director equity grants vest time‑based, not tied to TSR/EBITDA/etc. .
Other Directorships & Interlocks
| Entity | Relationship to ODYS | Interlock Details |
|---|---|---|
| Phoenix Financial Ltd. | Significant shareholder (21.0% beneficial ownership as of Sept 25, 2025) | Ms. Kreiss joined PHOE’s board in Jan 2025; PHOE beneficially owns 3,777,878 ODYS shares—potential influence/interlock to monitor . |
- Related-party oversight: Audit Committee (of which Kreiss is a member) approves/ratifies related person transactions and monitors comparability to arm’s-length terms .
- Example RPT (not involving Kreiss): AllCloud cloud services agreement up to $100,000 per year; director Ronit Rubin is Co‑CEO of AllCloud .
Expertise & Qualifications
- Aerospace and defense systems engineering and program leadership (Arrow 2/3; satellites); innovation leadership at IAI .
- Education: Technion B.Sc. (Chem. Eng.), Tel Aviv University Executive MBA, MIT visiting research fellowship .
- Board qualification: Independent director with technical depth and committee leadership (Compensation Chair; Audit member) .
Equity Ownership
| Holder | Beneficially Owned Shares | Percent of Class | Footnote |
|---|---|---|---|
| Inbal Kreiss | 43,523 | <1% | Consists of options exercisable or becoming exercisable within 60 days of Sept 25, 2025 . |
- Hedging/pledging: Company policy prohibits short sales, options, and other hedging/monetization transactions by directors; no pledging disclosures for Kreiss found .
- Ownership guidelines: No director stock ownership guidelines disclosure identified; equity awards granted under 2020/2024 plans with standard time‑based vesting .
Governance Assessment
-
Strengths
- Independent status; multi‑committee engagement; Compensation Committee Chair indicates central role in pay governance .
- Active committee cadence (Audit: 6; Compensation: 5) suggests engagement; board attendance met ≥75% threshold in 2024 .
- Technical and program management expertise aligns with ODYS’s health-tech/aerospace roots, supporting oversight of innovation and risk .
-
Alignment
- Receives standard director cash fees and periodic option grants; beneficial ownership comprised of in‑the‑money options exercisable within 60 days, providing some equity alignment albeit not large (<1%) .
-
Red Flags / Watch Items
- Interlock: Phoenix Financial is a 21% shareholder; Kreiss joined PHOE’s board in Jan 2025. While not a related‑party transaction per se, this is a potential conflict vector to monitor for influence on ODYS governance or transactions involving PHOE‑affiliated entities .
- No disclosed director performance metrics; equity awards are time‑based, not performance‑based (typical for directors but less pay‑for‑performance linkage) .
- Broader board RPT exposure exists (e.g., AllCloud with Rubin), emphasizing need for robust Audit Committee oversight—Kreiss’s Audit membership is mitigating .
-
Policy infrastructure
- Code of Ethics, anti‑hedging policy, and Executive Officer Clawback Policy in place; Audit Committee responsible for RPT approvals, cybersecurity risk oversight, and ERM assistance .
Director Compensation Detail (2024)
| Name | Fees Earned or Paid in Cash ($ thousands) | Stock Awards ($ thousands) | Option Awards ($ thousands) | Total ($ thousands) |
|---|---|---|---|---|
| Inbal Kreiss | 32 | – | 73 | 105 . |
Insider Filings
| Form | Filing Date | Holdings/Notes |
|---|---|---|
| Form 3 | Feb 10, 2025 | Disclosed option holdings: 16,025 @ $2.61 (exp. 04/09/2028); 30,000 @ $3.00 (exp. 07/09/2030); 15,000 @ $4.80 (exp. 09/16/2031); time‑based vesting schedules as described . |
Related Party Transactions (Context)
- AllCloud cloud services agreement up to $100,000 per year; director Ronit Rubin serves as Co‑CEO—approved under RPT framework; Audit Committee oversees RPT approvals .
- Capital raises and significant shareholders (Phoenix Financial, More Group, Sudoku Capital) disclosed; Kreiss’s interlock relates to Phoenix Financial board membership; no Kreiss‑specific RPT disclosed .
Say‑on‑Pay & Shareholder Items (Context)
- 2025 proxy includes advisory votes on executive compensation and frequency; equity plan share reserve increase; no historical say‑on‑pay results disclosed .
Compensation Committee Analysis (Structure)
- Members: Kreiss (Chair), Nimrodi, Vurembrand; authority to retain independent compensation consultants and delegate responsibilities; committee met 5 times in 2024 .
Summary Implications for Investors
- Governance quality is supported by committee leadership, independence, and active engagement; equity alignment for Kreiss exists via option awards but remains small in absolute terms (<1%). The Phoenix Financial interlock warrants ongoing monitoring for potential influence or conflicts, with reliance on Audit Committee RPT controls and transparent disclosures to maintain investor confidence .