Guy Elhanani
About Guy Elhanani
Independent director of OMNIQ Corp, age 47, appointed to the Board in August 2021. He is a veteran CFO with over 20 years’ finance and audit experience, designated by the Board as an “audit committee financial expert.” Education: B.A. in Accounting & Economics and MBA (Finance) from Hebrew University . The Board determined he is independent under Nasdaq rules; the Board met eight times in 2025 and he attended 100% of Board/committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Singulariteam VC | CFO & Partner | 2017–Present | Led financial strategies for portfolio growth |
| Sirin Labs | CFO | 2017–Present | Finance leadership at secured mobile phones company |
| SalesTech | CFO | 2015–2017 | Online internet technology services; finance leadership |
| Micronet Ltd. | CFO | 2012–2015 | Mobile computing platforms; public company experience |
| InterLogic Ltd. | CFO | 2007–2012 | Finance leadership |
| Finotec Group Inc. | CFO | 2006–2007 | Finance leadership |
| On Track Innovations Ltd. | Corporate Controller | 2003–2006 | Financial controls and reporting |
| Kesselman & Kesselman (PwC Israel) | Senior Auditor | 1999–2003 | Audit practice; early-career foundation |
| IVC College / Hebrew University | Lecturer | 2014–2018 / 2001–2003 | Academic engagement in finance/accounting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Robotics | Board Member | 2017–Present | Private company board service |
| Effective Space Solutions | Board Member | 2017–Present | Private company board service |
| Octopus Systems | Board Member | 2017–Present | Private company board service |
| Infinity AR | Board Member | 2017–2019 | Prior private company directorship |
| Other public company boards | — | — | None disclosed beyond OMNIQ |
Board Governance
- Board size shrank to two in 2025 (CEO-Chair Shai Lustgarten and Elhanani), concentrating oversight in a very small group .
- Independence and attendance: Elhanani qualifies as independent under Nasdaq rules and attended 100% of Board/committee meetings in 2025 .
- Committee leadership:
- Audit Committee: Chair (sole member); designated audit committee financial expert .
- Compensation Committee: Chair (sole member) .
- Corporate Governance/Nominating Committee: Chair (sole member) .
- 2025 shareholder vote support: Elected with 4,304,218 “For” and 586,281 “Withheld” votes; broker non-votes 2,161,348 .
- Governance policies:
- No anti-hedging/pledging policy in place (directors may hedge/pledge), a governance red flag .
- No formal stockholder nomination policy; ad hoc approach to director nominations .
Fixed Compensation
| Director | Year | Cash Retainer ($) | Committee/Chair Fees | Meeting Fees | Total ($) |
|---|---|---|---|---|---|
| Guy Elhanani | 2024 | 24,000 | Not disclosed | Not disclosed | 24,000 |
| Guy Elhanani | 2023 | 24,000 | Not disclosed | Not disclosed | 24,000 |
Notes: OMNIQ discloses director compensation in aggregate categories; no separate committee chair or meeting fees are itemized for directors .
Performance Compensation
| Director | Year | Equity Type | Grant Details | Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|---|
| Guy Elhanani | 2023 | Stock Options | Option award; number not disclosed in director table | 51,000 | Plan provides 3-year standard vesting unless specified; see 2024/2025 Plans |
| Change-in-control terms (Plan-wide) | 2024/2025 Plans | RS/Options | 50% of unvested equity vests upon change in control unless otherwise set in agreements | — | Acceleration at change in control |
Notes: No director-specific performance metrics (TSR/EBITDA/ESG) tied to director pay are disclosed. Equity plan mechanics and CIC acceleration apply broadly to participants, including directors .
Other Directorships & Interlocks
| Potential Interlock | Relationship | Exposure |
|---|---|---|
| Concurrent CFO roles (e.g., Sirin Labs, Singulariteam VC) | External positions while serving on OMNIQ Board | No related-party transactions disclosed involving Elhanani; Company notes general conflicts may exist and lacks formal resolution policies |
Expertise & Qualifications
- Audit and financial leadership: Former senior auditor at PwC Israel; CFO roles across tech; designated “audit committee financial expert” .
- Industry breadth: Mobile computing, secured mobile, software/technology; public company exposure (Micronet Ltd.) .
- Academic and governance: Lecturer experience; multiple private-board roles .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Composition |
|---|---|---|---|
| Guy Elhanani | 10,000 | 0.1% | Includes 10,000 shares issuable upon exercise of options within 60 days |
Notes: No pledging or hedging by Elhanani is disclosed; however, company does not prohibit hedging/pledging, which is a governance concern .
Insider Trades
| Date | Filing | Summary |
|---|---|---|
| July 17, 2025 | Form 4 | Reported change in beneficial ownership; see filing link for specifics |
Say-on-Pay & Shareholder Feedback
| Proposal | Outcome (votes) |
|---|---|
| 2024 Say-on-Pay (Advisory) | Approved: For 3,085,305; Against 313,267; Abstentions 21,836 |
| 2024 Advisory Frequency | 3 years preference: 2,819,570; 1 year: 543,912; 2 years: 23,239; Abstain: 16,492 |
| 2025 Equity Incentive Plan | Approved: For 4,217,122; Against 647,439; Abstentions 25,938 |
Governance Assessment
- Strengths
- Independence, full attendance, and deep financial/audit credentials; designated audit committee financial expert .
- Strong shareholder support in 2025 director election; plan approvals indicate investor alignment with incentives .
- Concerns and Red Flags
- Committee concentration: Elhanani chairs and solely comprises Audit, Compensation, and Governance committees in 2025, raising oversight independence risks and key-person dependency .
- Small Board size (two members) with CEO as Chair reduces checks and balances; no lead independent director disclosed .
- Internal controls: Continued material weakness in segregation of duties and other deficiencies; a notable audit oversight challenge under a single-member Audit Committee .
- No anti-hedging or pledging policy, misaligned with best practices for director alignment; potential hedging/pledging allowed .
- Company acknowledges conflicts may exist and lacks formal policies to resolve them, heightening governance risk in related-party contexts .
Overall implication: Elhanani’s credentials and engagement are positives, but concentration of committee roles, persistent control weaknesses, and permissive hedging/pledging posture are significant governance risk indicators that may dampen investor confidence, particularly for institutions emphasizing board independence and robust oversight .