Ronit Rubin
About Ronit Rubin
Ronit Rubin (age 61) has served on Odysight.ai Inc.’s board since December 2023 and is an independent Class II director whose term runs to the 2026 annual meeting . She is a senior technology and operations executive serving at AllCloud (described as EMEA President since 2016, and referenced as Co-CEO in a related-party disclosure), with prior VP roles at Partner Communications and Cal-Israel Credit Cards, and earlier service in the Israeli Navy (1984–2006) leading IT and computing units; she holds a BA in Economics & Logistics (Bar-Ilan University) and an MA in Business Management (Ben-Gurion University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Israeli Navy (IDF) | Commander, Computers Unit; Head of Information Systems Dept. | 1984–2006 | Led mission-critical IT operations |
| Partner Communications Ltd. | VP, Business Division; VP, Information Technology | Not disclosed | Telecom IT and business operations leadership |
| Cal–Israel Credit Cards Ltd. | VP, Information Technology | Not disclosed | Financial services IT leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AllCloud | EMEA President; also referenced as Co-CEO | Since 2016 (EMEA President) | Cloud services firm; Co-CEO title cited in related-party section |
| CardCom Technology | Board Member | Not disclosed | Private company board role |
Board Governance
- Independence: Rubin is independent under Nasdaq rules (non-employee; Board’s subjective determination of independence) .
- Board class/tenure: Class II director; director since 2023; term expires at the 2026 annual meeting .
- Committee assignments (no chair roles):
- Audit Committee (member)
- Nominating & Corporate Governance Committee (member)
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings where they served (Rubin included) .
- Audit Committee competency: Committee members, including Rubin, meet Nasdaq financial literacy requirements .
Fixed Compensation
| Component | Amount/Policy | Period | Notes |
|---|---|---|---|
| Cash fees (director) | $24,000 | FY2024 | Fees earned/paid in cash for Rubin |
| Committee fees policy | $2,000 per committee per quarter | Reaffirmed Sep 17, 2025 | Additional to base board fees; excludes directors with separate service agreements |
| Board fee policy | $4,000 per quarter to each director (excl. Chair) | Policy since 2020 | General director fee policy |
Performance Compensation
| Instrument | Grant-date fair value ($) | Vesting/Terms | Change-in-control treatment | Notes |
|---|---|---|---|---|
| Stock options (director) | $73,000 | Not individually detailed; equity awards under plans expire in 7 years and must be at/above FMV on grant date | Plan permits acceleration or cash-out at administrator’s discretion in M&A transactions | Director options are periodically granted; no performance metrics disclosed |
No director performance metrics (TSR, revenue, EBITDA, ESG) are disclosed for director compensation; option awards are time-based and valued under ASC 718 .
Other Directorships & Interlocks
| Entity | Relationship to ODYS | Nature of Interlock/Transaction | Dollar Amount/Terms |
|---|---|---|---|
| AllCloud | Vendor | Cloud services agreement; Rubin is AllCloud Co-CEO | Up to $100,000 per year (agreement dated July 27, 2025) |
| CardCom Technology | None disclosed | Rubin serves as board member | Not disclosed |
Expertise & Qualifications
- Domains: Cloud services, enterprise IT, telecom operations, financial services IT, and defense/mission-critical systems .
- Governance: Independent director with Audit and Nominating committee service; Audit financial literacy met per Nasdaq standards .
- Education: BA Economics & Logistics (Bar-Ilan); MA Business Management (Ben-Gurion) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Composition | Notes |
|---|---|---|---|---|
| Ronit Rubin | 22,498 | <1% | Options currently exercisable or exercisable within 60 days | As of Sep 25, 2025 measurement date |
| Hedging/Pledging | — | — | Hedging prohibited by insider trading policy | Anti-hedging policy applies to directors |
No director stock ownership guidelines or pledging disclosures are presented in the proxy for directors; only anti-hedging is specifically disclosed .
Governance Assessment
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Strengths
- Independent status with active service on Audit and Nominating committees; Audit financial literacy affirmed, bolstering board oversight of financial reporting and governance .
- Adequate attendance disclosed (≥75% in 2024) and participation on key committees .
- Anti-hedging policy reduces misalignment risk from derivatives/short sales .
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Alignment and incentives
- 2024 director pay mix includes equity via options ($73k fair value) alongside cash fees ($24k), providing some long-term alignment; however, Rubin’s beneficial ownership consists of options only and is <1% of outstanding shares, indicating limited “skin in the game” by share count .
-
Conflicts and related-party exposure
- RED FLAG: ODYS entered a cloud services agreement with AllCloud (up to $100k/year) while Rubin serves as AllCloud Co-CEO (also described as EMEA President), creating a related-party relationship that warrants scrutiny; the Audit Committee is responsible for approving/ratifying related-person transactions under its charter .
- Mitigant: The company has a stated process for related-party transaction review by the Audit Committee, and the contract size is modest relative to typical operating scales, but continued monitoring is prudent .
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Other observations
- The proxy presents two titles for Rubin at AllCloud (EMEA President and Co-CEO), suggesting evolving responsibilities; clarity on role/timeline would aid investors assessing potential conflicts and time commitments .
Overall implication: Rubin brings substantial enterprise IT and cloud transformation expertise valuable to ODYS’s technology operations and risk oversight. The AllCloud relationship is a manageable but notable related-party exposure; investors should monitor approvals, pricing, and scope under Audit Committee oversight. Low direct share ownership suggests room to improve ownership alignment via RSUs/DSUs or share guidelines.