Nir Nimrodi
About Nir Nimrodi
Independent director of Odysight.ai (ODYS) since August 2023; age 56. Over 25 years in life sciences, pharma and biotech leadership, including CEO/Chairman roles and business development at public companies. Education: B.A. in Economics and MBA, both from Tel‑Aviv University. Current public role includes Chairman of the Board at Evogene Ltd. (NASDAQ: EVGN). Tenure at ODYS: Class I director standing for re‑election at the 2025 Annual Meeting, with the term expiring in 2028 if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accellix Inc. | Chairman & Chief Executive Officer | May 2019 – Nov 2024 | Led life sciences company operations and strategy |
| Precigen, Inc. (formerly Intrexon) | Chief Business Officer | 2014 – Apr 2019 | Corporate development and BD leadership |
| Life Technologies (Thermo Fisher) | Executive roles | Not disclosed | Commercial/operational leadership in life sciences |
| Proneuron Biotechnologies Inc. | Chief Executive Officer | Not disclosed | Company leadership |
| Mindsense Biosystems Ltd. | Chief Executive Officer | Not disclosed | Company leadership |
External Roles
| Organization | Ticker/Market | Role | Tenure | Notes |
|---|---|---|---|---|
| Evogene Ltd. | EVGN / NASDAQ | Chairman of the Board | Current | Public company chair role |
| MNDL Bio | Private | Board Member | Current | Private company |
| Scopio Labs | Private | Board Member | Current | Private company |
| Genesee Scientific | Private | Board Member | Jul 2022 – Dec 2024 | Ended service Dec 2024 |
Board Governance
- Committee assignments: Compensation Committee member; not a chair .
- Independence: Determined independent under Nasdaq rules (all directors except Papa, Schneider, Arkin are independent) .
- Attendance and engagement: The Board held 9 meetings in 2024; each director attended at least 75% of board and applicable committee meetings. Compensation Committee met 5 times in 2024 .
- Board structure: Classified board with three staggered classes; Class I (including Nimrodi) up for election at 2025 AGM with terms to 2028; directors removable only for cause by majority vote, which can entrench the board structure .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $24,000 | Director retainer and committee fees |
| Meeting Fees | $0 | Not disclosed; policy is quarterly retainer rather than per‑meeting fees |
Director fee policy (for context):
- Board retainer: $4,000 per quarter to each director (policy adopted March 15, 2020) .
- Committee membership fee: $2,000 per quarter for each committee (reaffirmed Sept 17, 2025; applicable to directors without separate service agreements) .
Performance Compensation
| Equity Component | 2024 Grant-Date Fair Value (USD) | Vesting / Terms | Notes |
|---|---|---|---|
| Stock/Option Awards | $73,000 | Vesting schedule for Nimrodi’s specific 2024 grant not disclosed; directors receive periodic option grants | ASC 718 fair value; options typical under equity plans |
Performance metrics tied to director pay:
- No performance-conditioned (PSU/TSR) metrics disclosed for director compensation; director equity appears time‑based. The company discloses periodic director option grants and plan-level mechanics, not director‑specific performance conditions .
Change‑in‑control treatment:
- Company discloses that the vast majority of options granted to directors, executive officers, and employees become fully vested upon a change of control (accelerated vesting), indicating limited performance‑linkage for director equity .
Other Directorships & Interlocks
| Company | Relationship to ODYS | Potential Interlock/Conflict |
|---|---|---|
| Evogene Ltd. (EVGN) – Chairman | No disclosed customer/supplier relationship with ODYS | No interlock with ODYS directors/executives disclosed |
| MNDL Bio – Director | Not disclosed | No related‑party ties disclosed |
| Scopio Labs – Director | Not disclosed | No related‑party ties disclosed |
| Genesee Scientific – Prior Director | Not disclosed | Service ended Dec 2024 |
No related‑party transactions involving Nimrodi were disclosed; the only 2024–2025 related‑party item in the proxy involved a cloud services agreement with AllCloud, where director Ronit Rubin is Co‑CEO (up to $100,000/year) .
Expertise & Qualifications
- Sector expertise: Life sciences, pharma, biotech; commercialization and business development across start‑ups and large global companies .
- Board skills: Chair experience at a NASDAQ‑listed issuer (EVGN); useful for compensation oversight and governance processes .
- Education: B.A. in Economics and MBA, Tel‑Aviv University .
Equity Ownership
| Holder | Form of Ownership | Amount | Percent of Class | Notes |
|---|---|---|---|---|
| Nir Nimrodi | Options exercisable within 60 days | 27,498 | <1% | Beneficial ownership as of 9/25/2025; options counted if exercisable within 60 days |
Additional alignment and policy notes:
- Anti‑hedging: Directors are prohibited from short sales, options, and other hedging/monetization transactions (e.g., zero‑cost collars, forwards) .
- Pledging: No pledging disclosure specific to directors; not mentioned for Nimrodi .
Governance Assessment
- Strengths:
- Independent director with high attendance compliance and active committee service (Compensation Committee met 5x in 2024) .
- Meaningful governance policies: anti‑hedging, Code of Conduct; Compensation Committee independence confirmed .
- External public chair experience (EVGN) may enhance compensation governance rigor .
- Watch items:
- Classified board; removal only for cause could entrench board and dilute accountability over multi‑year horizons .
- High ownership concentration: Director Moshe (Mori) Arkin beneficially owns 41.9% which can influence outcomes including director elections and pay matters .
- RED FLAGS:
- None specific to Nimrodi on conflicts/related‑party transactions or attendance. The only related‑party item disclosed pertains to another director (AllCloud agreement) .
Notes on Insider Trades
- The 2025 DEF 14A provides beneficial ownership as of September 25, 2025 but does not summarize Form 4 transaction history. Consult current Form 4 filings for transaction‑level activity; beneficial ownership for Nimrodi is shown above .
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