Moshe (Mori) Arkin
About Moshe (Mori) Arkin
Moshe (Mori) Arkin, 72, is a Class III director of Odysight.ai Inc., serving since February 2021. He is a prominent life sciences and pharmaceutical entrepreneur, founder and chairman of Arkin Capital (2009–present), and currently serves as chairman and interim CEO of Sol Gel Technologies Ltd. (NASDAQ: SLGL). He holds a B.A. in psychology from Tel Aviv University. He is not an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agis Industries Ltd. | Chairman | 1972–2005 | Led company until sale to Perrigo Company in 2005. |
| Perrigo Company | Head of Generics; Director | Generics: 2005–2008; Director: 2005–2011 | Oversaw generics; served on board. |
| cCAM Biotherapeutics Ltd. | Director | 2012–2015 | Company acquired by Merck in 2015. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sol Gel Technologies Ltd. (NASDAQ: SLGL) | Chairman; Interim CEO | Chairman since 2014; Interim CEO since Jan 1, 2025 | Public-company leadership; concurrent executive role. |
| Arkin Capital | Chairman, Founder | 2009–present | Life sciences investment platform. |
| Digma Medical (private) | Director | Not stated | Board role in device company focused on insulin resistance. |
Board Governance
- Board class and tenure: Class III; term expires at 2027 Annual Meeting; served since February 2021.
- Independence: Not independent; Board determined Mr. Arkin, Mr. Papa, and Mr. Schneider are non-independent.
- Committee memberships: Not listed on Audit, Compensation, or Nominating committees.
- Attendance: In FY 2024, each director attended at least 75% of Board and committee meetings applicable to them.
| Governance Item | FY 2024 |
|---|---|
| Board meetings held | 9 |
| Director attendance (Arkin) | ≥75% |
| Committee assignments (Audit / Compensation / Nominating) | None |
| Independence status | Not independent |
Fixed Compensation
| Item | FY 2024 Amount (USD) |
|---|---|
| Cash fees (director retainer) | $16,000 |
| Committee fees | $0 (not on committees) |
| Meeting fees | Not disclosed |
| Notes | Standard director quarterly fee policy; committee fee reaffirmed in Sept 2025 ($2,000 per quarter per committee). |
Performance Compensation
| Equity Component | FY 2024 Grant-Date Fair Value (USD) | Instrument Terms | Performance Metrics |
|---|---|---|---|
| Option awards | $73,000 | Director options valued under ASC 718; option grants generally time-based vesting with potential change-of-control acceleration per plan. | No director-specific performance metrics disclosed (director equity is time-based; plan permits but does not specify metrics for directors). |
Note: Option award fair values reflect ASC 718 valuations; the proxy does not disclose grant number/strike price for Mr. Arkin’s 2024 director options.
Other Directorships & Interlocks
| Company | Market | Role | Potential Interlock/Notes |
|---|---|---|---|
| Sol Gel Technologies Ltd. | NASDAQ: SLGL | Chairman; Interim CEO | Concurrent executive role may raise time/overboarding considerations; industry is life sciences (distinct from ODYS’s sector). |
| Perrigo Company | NYSE: PRGO (not stated in proxy) | Former Director | Historical role; prior head of generics. |
| Phoenix Insurance linkage | — | — | Phoenix Insurance holds shares and warrants on behalf of Mr. Arkin (see ownership), while Phoenix Financial Ltd. is a 21.0% beneficial owner of ODYS. |
Expertise & Qualifications
- Life sciences/pharmaceutical entrepreneurship; led Agis Industries, head of generics at Perrigo; multiple board roles in biotech and medtech.
- Capital allocation and governance experience as founder/chairman of Arkin Capital.
- Education: B.A. in psychology, Tel Aviv University.
Equity Ownership
| Holding Type | Quantity | Status | Holder/Vehicle | Ownership % |
|---|---|---|---|---|
| Common shares (direct/Arkin entities) | 2,959,143 | Outstanding | Mr. Arkin/M. Arkin (1999) Ltd. | — |
| Options | 49,079 | Exercisable or within 60 days of Sept 25, 2025 | Mr. Arkin/M. Arkin (1999) Ltd. | — |
| Warrants | 222,223 | Currently exercisable | Mr. Arkin/M. Arkin (1999) Ltd. | — |
| Common shares (held on behalf by Phoenix Insurance) | 2,352,941 | Outstanding | Phoenix Insurance on behalf of Mr. Arkin | — |
| Warrants (held on behalf by Phoenix Insurance) | 2,352,941 | Currently exercisable | Phoenix Insurance on behalf of Mr. Arkin | — |
| Total beneficial ownership | 7,936,327 | — | Aggregate (see above) | 41.9% |
Anti-hedging: Company policy prohibits hedging/short sales; no pledging disclosure specific to Mr. Arkin found in proxy.
Insider Transactions and Filings
| Date | Type | Security/Qty | Price | Counterparty/Vehicle | Notes |
|---|---|---|---|---|---|
| Mar 6, 2025 | Schedule 13G filing | Beneficial ownership disclosure | — | Mr. Arkin | Confirms breakdown of shares/options/warrants and Phoenix Insurance holdings on his behalf. |
| Jul 16, 2024 | Private placement participation | Common stock (aggregate issuance: 2,144,583 shares) | $4.80 per share | Mr. Arkin (via M. Arkin (1999) Ltd.) and Phoenix entities among investors | Aggregate issuance disclosed; specific allocation to Mr. Arkin not itemized in proxy. |
Governance Assessment
- Alignment and influence: As a 41.9% beneficial owner, Mr. Arkin is a controlling shareholder with significant influence over outcomes; he is classified as non-independent. This concentration can both align strategy with a major owner and raise minority-shareholder governance concerns.
- Committee participation: Not on Audit, Compensation, or Nominating committees, limiting his direct role in oversight of financial reporting, pay, and nominations; committees are chaired and populated by independent directors.
- Attendance: Met the company threshold (≥75%) in 2024; no attendance red flags disclosed.
- Related-party exposure: Participation in a 2024 financing and Phoenix Insurance’s holdings on his behalf establish ongoing related-party linkages; Audit Committee oversees related-party transactions.
- Compensation alignment: 2024 director comp skewed to options ($73k fair value) vs cash ($16k), supporting equity linkage; no performance metrics tied to director equity grants were disclosed.
RED FLAGS
- Non-independence and controlling stake (41.9%): Potential for influence over Board decisions; requires strong independent committees and processes.
- Related-party transactions: Financing participation and Phoenix Insurance holdings on his behalf; continued vigilance via Audit Committee is necessary.
- External commitments: Interim CEO role at SLGL plus ODYS board may raise bandwidth/overboarding concerns depending on time demands; monitor engagement.
Positive Signals
- Deep sector experience and successful exits (Agis sale; cCAM acquisition), potentially additive to strategic partnerships and capital allocation.
- Equity-heavy director compensation, aligning incentives with shareholder value.