Zeev Vurembrand
About Zeev Vurembrand
Zeev Vurembrand (age 74) has served as an independent director of Odysight.ai Inc. since May 2021. He is a career CEO and board leader across healthcare, telecom, retail and finance, and currently chairs ODYS’s Audit Committee and Nominating & Corporate Governance Committee while serving on the Compensation Committee. He holds a B.Sc. in industrial engineering and management from the Technion – Israel Institute of Technology, and is designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kupat Holim Meuhedet (Israel’s 3rd largest HMO) | Chief Executive Officer | 2013–2019 | Led large-scale healthcare operations |
| Alon Holding Blue Square – Israel Ltd. | Chief Executive Officer | 2008–2013 | Retail operations leadership |
| Phoenix Investments and Finance Ltd. | Chief Executive Officer | 2007–2008 | Financial services leadership |
| Clalit Health Services Group (Israel’s largest HMO) | Chief Executive Officer | 2002–2007 | Oversaw nationwide health services |
| Africa Israel Residences Ltd. (TASE: AFRE) | Director | 2014–2016 | Board service |
| Discount Bank (TASE: DSCT) | Director | 2006–2007 | Board service |
| U-Bank | Director | 2005–2006 | Board service |
| Blue Square Israel (TASE: BSI) | Director | 2001–2006 | Board service |
| Dikla Medical Insurance Ltd. | Director | 1995–2002 | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vurembrand Management & Innovation Ltd. | Chief Executive Officer & Owner | Since Mar 2019 | Private company leadership |
| Bezeq, The Israeli Telecommunication Corp. (TASE: BEZQ) | Director | Since 2017 | Public company directorship |
| Isras Investment Company Ltd. (TASE: ISRAS) | Director | Since Jan 2025 | Public company directorship |
| Lageen Ltd. | Chairman of the Board | 2019–Dec 2023 | Industrial packaging |
| Bar Ilan University | Board of Trustees | Since 2019 | Non-profit governance |
Board Governance
| Aspect | Detail |
|---|---|
| Independence | Independent under Nasdaq rules (independent directors exclude Papa, Schneider, Arkin) |
| Committees | Audit (Chair), Nominating & Corporate Governance (Chair), Compensation (Member) |
| Audit Expertise | Board determined Vurembrand is an “audit committee financial expert” and financially sophisticated |
| Committee Activity | Audit met 6x in 2024; Compensation met 5x in 2024; Nominating formed Feb 2025, no meetings in 2024 |
| Board Attendance | In 2024, each director attended at least 75% of Board and committee meetings served |
| Anti-Hedging Policy | Directors are prohibited from short sales, options and hedging/monetization transactions |
| Clawback | Executive Officer Clawback Policy adopted per Nasdaq Rule 10D-1 (applies to executive officers) |
Fixed Compensation
| Component | Amount/Terms | Evidence |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $32,000 | |
| Board Retainer Policy | Quarterly fee $4,000 to each director (approved Mar 15, 2020) | |
| Committee Fees Policy | Quarterly fee $2,000 per committee served (reaffirmed Sep 17, 2025; not payable if separate service agreement governs) |
Performance Compensation
| Equity Award Type | 2024 Grant-Date Fair Value | Notes |
|---|---|---|
| Options to purchase common stock | $73,000 (ASC 718) | Director options valued using Black-Scholes; terms per award agreement and plan |
| Equity Award Detail (Holdings Reported on Form 3) | Count | Exercise/Strike Price | Filing/Transaction Date | Source |
|---|---|---|---|---|
| Common Stock (beneficially owned) | 15,000 | — | Feb 10, 2025 (Form 3) | |
| Stock Options (right to buy) | 16,025 | $2.61 | Feb 10, 2025 (Form 3) | |
| Stock Options (right to buy) | 30,000 | $3.00 | Feb 10, 2025 (Form 3) | |
| Stock Options (right to buy) | 15,000 | $4.80 | Feb 10, 2025 (Form 3) |
Notes:
- ODYS equity plans provide seven-year expirations and allow acceleration or assumption in change-of-control per plan discretion; option exercise price must be at least fair market value at grant (110% for certain ISOs) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict with ODYS |
|---|---|---|---|
| Bezeq (TASE: BEZQ) | Public | Director | No ODYS-related transactions disclosed |
| Isras Investment (TASE: ISRAS) | Public | Director | No ODYS-related transactions disclosed |
| Bar Ilan University | Non-profit | Trustee | N/A |
| Lageen Ltd. | Private | Former Chairman | N/A (ended Dec 2023) |
Related-party transactions disclosed in 2024–2025 involve other directors (e.g., AllCloud agreement where Ronit Rubin is Co-CEO; revised Director Service Agreement for Jackson Schneider including commission structure), not Vurembrand .
Expertise & Qualifications
- Financial oversight: Audit Chair and designated “audit committee financial expert” .
- Operations leadership: CEO roles across major healthcare and retail organizations (Clalit, Meuhedet, Alon Blue Square) .
- Telecom and investment experience: Current public company boards (Bezeq, Isras); prior financial institutions boards (Discount Bank, U-Bank) .
- Technical/industrial background: B.Sc. in industrial engineering and management (Technion) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Breakdown/Notes |
|---|---|---|---|
| Zeev Vurembrand | 58,523 | <1% | Includes options to purchase 43,523 shares currently exercisable or exercisable within 60 days of Sep 25, 2025 |
Additional alignment:
- Directors periodically receive equity grants; anti-hedging policy prohibits hedging and short sales, supporting alignment with shareholders .
Governance Assessment
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Strengths:
- Independent director with deep CEO experience; chairs Audit and Nominating committees and is formally designated as an audit committee financial expert, enhancing board oversight of financial reporting and governance processes .
- Attendance met company threshold (≥75%) and active committee cadence (Audit 6x; Compensation 5x in 2024) indicates engagement .
- Compensation mix favors equity (2024: $32k cash vs $73k option fair value), supporting ownership alignment; reported beneficial holdings include common and multiple option tranches .
-
Watch items:
- External board workload (Bezeq, Isras, plus private leadership) could pose time-commitment risks; continued high attendance and committee leadership mitigate but should be monitored .
- No related-party transactions disclosed for Vurembrand; Audit Committee (which he chairs) oversees related person transactions—ongoing vigilance is appropriate given other directors’ related-party arrangements (e.g., AllCloud, Schneider commission) .
-
Red flags:
- None disclosed specific to Vurembrand (no pledging noted; anti-hedging policy in place; no loans or related-party dealings reported for him) .