Jacob Avinu
About Jacob Avinu
Jacob Avinu (age 42) is Senior VP – Head of U.S. Business Unit at Odysight.ai since August 1, 2025, after serving as Senior VP of Product Portfolio since November 2022. He has 15+ years across aerospace and electro‑optics, leading advanced capabilities R&D at Elbit Systems and earlier serving in the Israeli Air Force as a computer vision systems engineer and commander of the electronic systems development group; he holds an M.Sc. in electro‑optical engineering (Ben‑Gurion University) and a B.Sc. in electrical engineering (Ort Braude) . Company pay‑versus‑performance disclosures show 2024 compensation actually paid to NEOs alongside a 2024 TSR increase of an initial $100 to $162 and a net loss of $11.767 million, framing company performance during his tenure in the product portfolio role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elbit Systems (Aerospace Division) | Led advanced capabilities R&D group in helmet-mounted displays & sensors | 2018–2022 | Key segment leadership in electro‑optical and sensor R&D, supporting product roadmap execution |
| Israeli Air Force (IAF) | Computer vision systems engineer; Commander, electronic systems development group | ~6 years | Directed development of electronic systems; applied computer vision expertise to operational needs |
| Odysight.ai (internal) | Senior VP – Product Portfolio | Nov 2022–Jul 2025 | Led product portfolio; transitioned to lead U.S. business unit |
External Roles
No external directorships or public-company board roles for Avinu are disclosed in filings reviewed; executive biography lists internal leadership roles and prior operator/engineering experience .
Fixed Compensation
| Year | Base Salary ($000s) | Cash Bonus ($000s) | All Other Compensation ($000s) | Total ($000s) |
|---|---|---|---|---|
| 2023 | 278 | 33 | 28 | 386 |
| 2024 | 284 | 32 | 27 | 538 |
- Initial employment (SVP Product Portfolio): monthly salary NIS 60,000; signing bonus NIS 50,000; performance bonus NIS 120,000; October 2024 salary increase of NIS 3,000/month .
- New U.S. role (effective July 23, 2025; role effective Aug 1, 2025): annual base salary $298,000; annual special performance bonus up to 30% of base (discretionary, tied to personal objectives and company performance); relocation allowance and one-time special salary payment; potential one-time special performance option grant subject to CEO recommendation and Board approval .
Performance Compensation
Equity Awards and Vesting
| Award (Exercise Price) | Exercisable (#) | Unexercisable (#) | Vesting Schedule | Expiration |
|---|---|---|---|---|
| Options at $4.50 | 66,665 | 33,335 | 33.33% at first anniversary; remaining over 8 equal quarterly tranches across next 2 years; change‑of‑control acceleration | Nov 14, 2029 |
| Options at $3.00 | 8,332 | 11,668 | Same schedule and acceleration provisions | Jul 9, 2030 |
| Options at $4.80 | — | 40,000 | Same schedule and acceleration provisions; granted Sep 16, 2024 | Sep 16, 3031 |
- Grant actions: On Sep 16, 2024, Board approved cash bonus NIS 120,000 and 40,000 options at $4.80, vesting 1/3 at 1‑year, remainder in 8 quarterly tranches; change‑of‑control acceleration .
Cash Incentives Structure
| Metric/Plan | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 cash bonus | Discretionary/performance objectives (not itemized) | Not disclosed | — | $32k | Cash (none) |
| New U.S. role annual special performance bonus (from 2025) | Up to 30% of base | Personal objectives + Company performance (CEO discretion, Board approval) | Not disclosed | Not disclosed | Cash (none) |
| Potential one-time special performance option grant (from 2025) | N/A | CEO- and Board‑determined, based on objectives/performance | Not disclosed | Not disclosed | Equity vesting per grant terms |
The proxy does not disclose quantitative KPI targets (e.g., revenue/EBITDA growth, TSR percentile, ESG). Awards and bonuses reference objectives and company performance but omit specific metric thresholds .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 128,331 shares via options exercisable within 60 days; <1% of outstanding |
| Shares outstanding reference | 16,332,910 outstanding as of Sep 25, 2025 (basis for percent calculation) |
| Vested vs unvested (options) | Vested 74,997 (66,665 @$4.50 + 8,332 @$3.00) ; Unvested 85,003 (33,335 @$4.50 + 11,668 @$3.00 + 40,000 @$4.80) |
| Ownership guidelines | Not disclosed in proxy filings reviewed |
| Hedging/derivatives policy | Company prohibits hedging/short sales and certain monetization transactions (insider trading policy) |
| Clawback policy | Executive Officer Clawback Policy (Rule 10D‑1/Nasdaq) to recoup erroneously awarded compensation upon an accounting restatement |
| Pledging | No pledging disclosure identified in reviewed filings |
Employment Terms
- Agreements: Written employment agreements (non‑competition, confidentiality, assignment of inventions); non‑compete enforceability may be limited under applicable law .
- Severance/change‑of‑control economics: No cash severance or change‑in‑control payment arrangements; however, “vast majority” of options become fully vested upon change of control (accelerated vesting) .
- Indemnification/D&O: Indemnification agreements with executive officers; D&O insurance coverage .
- Tax gross‑ups: Base salary footnote notes gross‑up payments for taxes on benefits (management insurance, education fund, social security) for named executive officers; amounts presented as USD equivalents of NIS .
Investment Implications
- Pay‑for‑performance transparency: Avinu’s bonus and equity structures are discretion‑based with objectives not quantitatively disclosed; alignment relies on option grants with multi‑year vesting and change‑of‑control acceleration rather than explicit KPI thresholds—reducing immediate metric‑driven clarity but maintaining long‑term equity participation .
- Retention and selling pressure: A sizable unvested option balance (85,003) and new U.S. role bonus/opportunity structure suggest retention incentives; watch for potential Form 4 activity around annual cliffs/quarterly tranches (Sep 2025 onwards) that could create periodic selling pressure after vesting .
- Governance and risk: Anti‑hedging and clawback policies are positives; absence of severance cash and reliance on accelerated vesting in change‑of‑control events implies limited parachute risk but may incentivize transaction alignment; no pledging disclosures identified .
- Performance backdrop: 2024 PVP shows positive TSR alongside a net loss, indicating equity value appreciation despite losses; Avinu’s role shifted to scaling U.S. operations—monitor whether 2025–2026 bonus determinations introduce explicit revenue/EBITDA KPIs to strengthen pay‑for‑performance signals .