Prof. Benad Goldwasser
About Prof. Benad Goldwasser
Prof. Benad Goldwasser, age 74, is Chairman of the Board at Odysight.ai (ODYS) and has served since 2019; he is a retired urology medical doctor, serial entrepreneur, and former VC managing director. He holds MD and MBA degrees from Tel-Aviv University and previously served as Chairman of Urology at Chaim Sheba Medical Center and Professor of Surgery at Tel-Aviv University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Odysight.ai Ltd. | Chairman of the Board | Since inception (pre-incorporation of ODYS) | Board leadership |
| Inspira Technologies (Nasdaq: IINN) | Chairman of the Board | Jan 2021–Jan 2025 | Public company board leadership |
| BioCanCell Ltd. (TASE: BICL) | External Director | 2013–2016 | Director role |
| Biomedical Investments Ltd. | Managing Director | Prior role | VC leadership |
| Chaim Sheba Medical Center | Chairman of Urology | Prior role | Clinical leadership |
| Tel-Aviv University | Professor of Surgery | Prior role | Academic leadership |
| Vidamed, Medinol, Rita Medical, Optonol, GI View | Co‑founder | Various | Serial entrepreneur/cofounder |
| VC fund with SAIL (Shanghai Gov’t IC) | Helped launch VC fund | 2016 | Cross-border capital formation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Innoventric Ltd. | Director | Since 2017 | Private company board |
Board Governance
- Board leadership and structure: ODYS board has 8 members, divided into three staggered classes; directors removable only for cause by majority vote. Goldwasser serves as Chairman .
- Independence: Board determined that all directors other than Carlo Papa, Jackson Schneider, and Moshe (Mori) Arkin are independent under Nasdaq rules; Goldwasser is deemed independent .
- Committees: Standing Audit, Compensation, Nominating & Corporate Governance Committees, with written charters posted online .
- Audit: Members — Zeev Vurembrand (Chair), Inbal Kreiss, Ronit Rubin; met 6 times in 2024; all independent; Vurembrand is audit committee financial expert .
- Compensation: Members — Inbal Kreiss (Chair), Nir Nimrodi, Zeev Vurembrand; met 5 times in 2024; all independent under heightened standards .
- Nominating: Members — Zeev Vurembrand (Chair), Inbal Kreiss, Ronit Rubin; formed in Feb 2025; no meetings in 2024 .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of board and committee meetings; anti‑hedging policy in effect for directors .
- Risk oversight: Audit oversees major financial and cybersecurity risks and related‑party transactions; Compensation monitors compensation risk; Nominating monitors governance effectiveness .
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $120,000 | Director compensation table |
| 2019 (agreement) | Consulting Fee (Chairman) | $10,000/month | Under consulting agreement effective retro to March 1, 2019 |
| 2025 | One‑time Cash Bonus | $130,000 | Approved March 10, 2025 by Board upon comp committee recommendation |
| Policy | Committee Membership Fees | $2,000 per quarter per committee | Reaffirmed Sept. 17, 2025; members with separate service agreements not eligible for extra committee pay |
Note: Goldwasser’s consulting agreement indicates non‑standard director compensation (monthly consulting fees and significant option grant) alongside regular director fees, which is atypical for an “independent” chair and may raise alignment/independence questions .
Performance Compensation
| Year | Component | Amount | Terms |
|---|---|---|---|
| 2024 | Option Awards (grant date fair value) | $292,000 | ASC 718 fair value; periodic grants to directors |
| 2019 (agreement) | Options representing 5% FD shares post next financing | N/A | 6‑year term; vest in 8 equal semiannual installments over 4 years; exercise price at 25% discount to next financing sale price; accelerated vesting on change‑of‑control or dismissal not for cause |
Option Holdings (Form 3 as of Feb 10, 2025)
| Derivative Security | Strike Price | Expiration | Underlying Shares | Vesting Terms |
|---|---|---|---|---|
| Options (right to buy) | $2.61 | 02/12/2027 | 248,411 | 1/6 immediately; 1/6 on 05/22/2020; remaining 2/3 in equal biannual installments over 2 years |
| Options (right to buy) | $2.61 | 06/22/2027 | 69,796 | 1/3 on 06/22/2021; remaining 2/3 in equal quarterly installments over 2 years |
| Options (right to buy) | $4.50 | 05/13/2028 | 83,334 | 1/3 on 05/13/2022; remaining 2/3 in equal quarterly installments over 2 years |
| Options (right to buy) | $4.50 | 02/23/2029 | 45,000 | 1/3 on 02/15/2023; remaining 2/3 in equal quarterly installments over 2 years |
| Options (right to buy) | $3.00 | 07/09/2030 | 150,000 | 1/3 on 07/09/2024; remaining 2/3 in equal quarterly installments over 2 years |
| Options (right to buy) | $4.80 | 09/16/2031 | 60,000 | 1/3 on 09/16/2025; remaining 2/3 in equal quarterly installments over 2 years |
Other Directorships & Interlocks
| Company | Role | Dates | Interlock/Notes |
|---|---|---|---|
| Inspira Technologies (Nasdaq: IINN) | Chairman of the Board | Jan 2021–Jan 2025 | Public co. governance exposure |
| Innoventric Ltd. | Director | Since 2017 | Private co. |
| 2023 Stock Transfer Transaction | Purchaser of 150,000 ODYS shares at $3.00 | June 1, 2023 | Transaction alongside M. Arkin (director/41.9% holder) and Phoenix Insurance; coordinated consents among purchasers |
Expertise & Qualifications
- Medical and academic leadership (Chair of Urology; Professor of Surgery) and serial entrepreneurship/cofounder across multiple medtech companies .
- Venture capital and cross‑border fund formation with SAIL (Shanghai) in 2016; managing director experience at Biomedical Investments .
- Education: MD and MBA, Tel‑Aviv University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Prof. Benad Goldwasser | 772,978 | 4.6% | Includes (i) options to purchase 579,037 shares currently exercisable or within 60 days; and (ii) 75,000 shares owned by spouse |
| Non‑derivative common (Form 3) | 193,941 | — | Direct |
Anti‑hedging: Company policy prohibits directors from short sales, options, and other hedging transactions; no pledging disclosures found for Goldwasser .
Governance Assessment
- Independence designation vs. compensation arrangements: Board deems Goldwasser independent; however, his consulting agreement (monthly $10,000, discounted option grant equal to 5% post‑financing, accelerated vesting on CoC/dismissal) plus a one‑time $130,000 cash bonus in 2025 are atypical for an “independent” chair and could impair perceived independence. RED FLAG .
- Committee participation: Goldwasser is not listed as a member of Audit, Compensation, or Nominating committees, limiting direct committee oversight exposure; committee leadership is concentrated in other independent directors .
- Attendance and governance hygiene: Board met 9 times in 2024 with ≥75% attendance by each director; charters and code of ethics are published; anti‑hedging policy applies, supporting governance hygiene .
- Related‑party/ownership concentration: 2023 coordinated stock transfer involved Goldwasser alongside Arkin (41.9% holder and director) and Phoenix Insurance; while disclosed, this concentration and director cross‑participation may raise information‑flow and influence concerns. WATCH ITEM .
- Risk oversight: Audit committee oversees financial, cybersecurity, and related‑party transactions; explicit policy that Audit approves/disapproves related‑person transactions mitigates conflict risk .
Board Governance
| Committee | Members | Chair | 2024 Meetings | Independence Notes |
|---|---|---|---|---|
| Audit | Vurembrand, Kreiss, Rubin | Vurembrand | 6 | All independent; Vurembrand is financial expert |
| Compensation | Kreiss, Nimrodi, Vurembrand | Kreiss | 5 | All independent under heightened standards |
| Nominating & Corp. Gov. | Vurembrand, Kreiss, Rubin | Vurembrand | 0 | Formed Feb 2025 |
Goldwasser is Chairman of the Board; not listed on standing committees .
Fixed Compensation
| Component | Amount | Period | Details |
|---|---|---|---|
| Cash fees | $120,000 | 2024 | Director compensation table |
| Consulting fee | $10,000/month | Effective retro 03/01/2019 | Chairman consulting agreement |
| Committee fee policy | $2,000 per quarter per committee | Reaffirmed 09/17/2025 | Not payable to members with separate service agreements |
Performance Compensation
| Component | Amount | Period | Details |
|---|---|---|---|
| Option awards (fair value) | $292,000 | 2024 | Director option award; ASC 718 |
| One‑time cash bonus | $130,000 | 03/10/2025 | Approved by Board |
| 2019 option grant (consulting) | 5% FD post next financing | 6‑year term | 8 semiannual vesting tranches; 25% discount exercise price; accelerated vesting on CoC/dismissal not for cause |
Other Directorships & Interlocks
| Company | Role | Dates | Notes |
|---|---|---|---|
| Inspira Technologies (IINN) | Chairman | Jan 2021–Jan 2025 | Public company chair tenure |
| Innoventric Ltd. | Director | Since 2017 | Ongoing |
| 2023 ODYS Share Transfer | Purchaser | 06/01/2023 | 150,000 shares at $3.00; transaction also involved Arkin and Phoenix |
Expertise & Qualifications
| Area | Details |
|---|---|
| Education | MD and MBA, Tel‑Aviv University |
| Clinical/Academic | Chair of Urology at Sheba; Professor of Surgery at Tel-Aviv University |
| Entrepreneurship | Cofounder of multiple medtech companies; venture fund launch with SAIL (Shanghai) |
| Investment | Managing Director, Biomedical Investments |
Equity Ownership
| Category | Shares | % of Class | Notes |
|---|---|---|---|
| Total beneficial ownership | 772,978 | 4.6% | As of 09/25/2025; includes options within 60 days and spouse’s shares |
| Options exercisable within 60 days | 579,037 | — | Included in beneficial ownership |
| Spouse | 75,000 | — | Included in beneficial ownership |
| Form 3 non‑derivative common | 193,941 | — | Direct ownership as of 02/10/2025 |
Governance Assessment
- Strengths: Extensive healthcare and entrepreneurial experience; robust committee independence and charters; attendance thresholds met; anti‑hedging policy reduces misalignment risk .
- Concerns: Compensation structure for an “independent” chair includes consulting fees, significant discounted options with accelerated vesting, and a discretionary cash bonus—raising independence and pay‑for‑performance alignment issues. RED FLAG .
- Ownership concentration: Significant influence by director‑shareholder Arkin (41.9%); coordinated 2023 stock transfer involving Goldwasser may pose perception of interlocks/influence among insiders. WATCH ITEM .
- Related‑party oversight: Audit committee explicitly approves/disapproves related‑person transactions; mitigates, but disclosure indicates reliance on process discipline .