Yehu Ofer
About Yehu Ofer
Yehu Ofer, age 60, has served as Chief Executive Officer of Odysight.ai Inc. since October 2022. He is a retired Israeli Air Force colonel and former Israel Defense Attaché to Italy, Greece, Serbia, and Croatia; prior to joining ODYS he held multiple leadership roles at Elbit Systems, including VP Global Business Development, Marketing and Sales since 2020. He holds an MBA from the University of Haifa, a B.A. in Economics and Logistics (cum laude) from Bar Ilan University, and a degree from the National Security College in Tel Aviv . Under his tenure, 2024 revenue grew 31% year-over-year to $3.964 million, while net loss was $11.767 million; the company reported a 2024 pay-versus-performance total shareholder return value of $162 on an initial fixed $100 investment and highlighted backlog growth to approximately $15 million focused on Aerospace .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Israeli Air Force | Colonel; commanded two operational squadrons; later Commander “Wing 15” (optic/electronic intelligence) | Not disclosed | Senior command of technical intelligence operations; defense leadership experience |
| Israel MOD / Diplomatic Service | Israel Defense Attaché to Italy, Greece, Serbia, and Croatia | Not disclosed | Oversaw largest ever government-to-government transaction between Israel and Italy |
| Elbit Systems Ltd. | Technology development and program manager; later division leadership; VP Global BD, Marketing & Sales | 2013–2022 (VP Global BD since 2020) | Managed large-scale aerospace programs; global business development and sales leadership |
External Roles
| Organization | Role | Years |
|---|---|---|
| Aerospace Industrial Scan Ltd. | Director | Since August 2024 |
| Robotican Ltd. | Director | Since September 2024 |
| Weizmann Institute | International Board Member | Since November 2023 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($ thousands) | $349 | $385 |
| Bonus ($ thousands) | $0 | $100 |
| Stock Awards ($ thousands) | $0 | $0 |
| Option Awards ($ thousands, grant-date fair value) | $355 | $584 |
| All Other Compensation ($ thousands) | $40 | $39 |
| Total ($ thousands) | $744 | $1,108 |
- Employment agreement base salary: NIS 70,000 per month at appointment; increased to NIS 90,000 per month effective January 1, 2025 (subject to inflation adjustments under Israeli law) .
- Sign-on bonus: NIS 70,000 .
Performance Compensation
Annual Cash and Equity Incentives
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual bonus (cash) | Not disclosed | Pre-determined measurable objectives approved annually by Jan 31 | 2024: NIS 375,000 (approved 9/16/2024) ; 2025: $142,500 (approved 3/10/2025) | Cash; paid per approval |
| 2024 options grant | Not disclosed | Not disclosed | 120,000 options at $4.80 (9/16/2024) | 1/3 on first anniversary; remaining in eight equal quarterly installments over two years; change-of-control acceleration |
| 2025 options grant | Not disclosed | Not disclosed | 150,000 options at $6.50 (3/10/2025) | Same vesting as above; change-of-control acceleration |
| Initial CEO options | Not disclosed | Not disclosed | 300,000 options at $4.50 (employment agreement) | 33.33% at first anniversary of CEO service; 8.33% quarterly thereafter over two years; accelerated upon specified change-of-control events |
| Additional options | Not disclosed | Not disclosed | 150,000 options at $3.00 and 120,000 at $4.80 (on file as of Form 3) | 1/3 on first anniversary of grant; equal quarterly installments over two years |
The company may recommend restricted stock in lieu of annual bonus until profitability, subject to meeting objectives .
Outstanding Equity Awards (as of 12/31/2024)
| Award | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Options | 199,995 | 100,005 | $4.50 | Nov 14, 2029 | 33.33% year 1; 8.33% quarterly for two years; change-of-control acceleration |
| Options | 62,495 | 87,505 | $3.00 | Jul 9, 2030 | Same as above |
| Options | — | 120,000 | $4.80 | Sep 16, 2031 | Same as above |
| Options (2025 grant) | — | 150,000 | $6.50 | Not disclosed | Same as above |
Pay Versus Performance (FY2024)
| Metric | FY2024 |
|---|---|
| Compensation Actually Paid to PEO ($ thousands) | $2,354 |
| Value of $100 Initial Investment (TSR) ($) | $162 |
| Net Loss ($ thousands) | $(11,767) |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Yehu Ofer | 471,827 | 2.8% | Includes options to purchase 452,494 shares exercisable or exercisable within 60 days as of 9/25/2025 |
- Insider trading policy prohibits short sales and hedging (options, zero-cost collars, forward sale contracts); no specific pledging prohibition disclosed .
- No RSUs or stock awards reported as unvested for Ofer at 12/31/2024; equity compensation primarily via options .
Employment Terms
- Employment agreement: Monthly base NIS 70,000 at appointment; inflation adjustments; equity grant of 300,000 options at $4.50 with specified vesting; sign-on bonus NIS 70,000; annual bonus program based on pre-determined objectives (with potential restricted stock in lieu until profitability) .
- Noncompete/confidentiality/inventions assignment: customary provisions for executive officers; enforceability of noncompete may be limited under applicable law .
- Indemnification and D&O insurance provided to officers and directors .
- Severance/change-of-control: Company discloses no contracts providing payments upon resignation, retirement, termination, or change in control; however, the vast majority of options granted to directors, officers, and employees become fully vested upon a change of control .
- Executive officer clawback policy adopted pursuant to Nasdaq Listing Standards and Exchange Act Rule 10D-1 (recoupment of erroneously awarded compensation on accounting restatements) .
Investment Implications
- Alignment: Ofer’s meaningful option exposure (multiple tranches at $3.00–$6.50 strike) and 2.8% beneficial ownership aligns incentives with equity value creation; change-of-control acceleration embeds transaction sensitivity .
- Retention and selling pressure: Stair-step vesting (one-third at first anniversary, then quarterly over two years) on large grants (120k in 2024; 150k in 2025; 300k initial) could create periodic liquidity windows; no Form 4s found to date, but monitor for insider sales around vest dates (ListDocuments returned no Form 4 filings).
- Performance risk: Strong 2024 TSR and revenue growth occurred alongside deep losses (net loss $11.8 million), suggesting execution risk as ODYS scales Industry 4.0/Aerospace programs and transitions to SaaS monetization .
- Governance safeguards: Anti-hedging and clawback policies reduce misalignment; lack of explicit pledging policy disclosure warrants monitoring; forthcoming say‑on‑pay vote and recommended triennial frequency will indicate shareholder tolerance for equity-heavy pay structures during loss-making growth phase .