Eric Brock
OndasAbout Eric Brock
Eric A. Brock (age 54) is Chairman, President and Chief Executive Officer of Ondas Holdings. He has served as Chairman and CEO since 2018 and added the President role on June 9, 2023. He holds an MBA from the University of Chicago and a BS from Boston College, and previously spent ~17 years in investing/banking roles, including as a founding Partner/Portfolio Manager at Clough Capital Partners, with prior roles at Bear Stearns and Ernst & Young. Pay-versus-performance disclosures show TSR value of a hypothetical $100 investment at $41.58 (2024), $16.40 (2023), and $17.04 (2022), alongside net losses of $(38.0)M, $(44.8)M, and $(73.2)M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ondas Holdings Inc. | Chairman, President and CEO | Chairman/CEO since 2018; President since Jun 9, 2023 | Combined leadership of parent entity; public markets and capital allocation background underpin strategy . |
| Ondas Networks Inc. (subsidiary) | Chairman of the Board | Since Sep 28, 2018; CEO until Jan 20, 2025 | Oversight of mission-critical connectivity; operational leadership until 2025 transition . |
| Ondas Autonomous Systems Inc. (OAS) (subsidiary) | Chairman and President | Since Dec 7, 2023 | Oversight of autonomous systems strategy and integration . |
| American Robotics, Inc. (subsidiary) | Chairman (since Aug 5, 2021); Secretary (since Nov 9, 2023); CEO (Jun 9, 2023–Oct 11, 2023) | 2021–present (various roles) | Leadership across drone/autonomy subsidiary governance and brief operating leadership stint . |
| Airobotics Ltd. (subsidiary) | Chairman of the Board | Since Jan 23, 2023 | Board leadership for acquired Israeli drone platform . |
| Clough Capital Partners | Founding Partner & Portfolio Manager | 2000–2017 | Public markets investment leadership; capital markets expertise . |
| Bear, Stearns & Co. | Investment Banker | Prior to 2000 | Corporate finance experience . |
| Ernst & Young, LLP | Accountant | Prior to 2000 | Accounting foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in current proxy | — | — | No current public-company directorships for Brock disclosed beyond Ondas and subsidiaries . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus ($) | All Other Comp ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 200,000 | Not disclosed | — | 22,318 | As reported in SCT; health insurance included in “All Other” . |
| 2024 | 200,000 | Not disclosed | — | 19,288 | As reported in SCT; health insurance included in “All Other” . |
| 2025 action (effective Apr 1, 2025) | 400,000 | Not disclosed | 50,000 (discretionary) | — | Compensation Committee approved salary increase and discretionary cash bonus on May 14, 2025 . |
Performance Compensation
- No equity awards (RSUs/PSUs/options) were granted to the CEO in 2023 or 2024; Compensation Actually Paid to the PEO equaled SCT totals across 2022–2024, indicating no equity valuation adjustments .
- The company states it historically did not grant option-like awards to NEOs in 2024; grants may be made for hires/promotions as needed .
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Discretionary cash bonus (2025) | N/A | N/A | $50,000 | N/A | Approved May 14, 2025 (effective 2025) . |
| Equity awards (2023–2024) | — | — | — | — | No CEO equity awards outstanding as of 12/31/2024; none reported in SCT . |
Equity Ownership & Alignment
| Holder | Beneficial Ownership (shares) | % of Class | Composition | Pledging/Hedging | Ownership Guidelines |
|---|---|---|---|---|---|
| Eric A. Brock | 1,936,255 | <1% | Sole voting and dispositive power; no outstanding equity awards as of 12/31/2024 | Not disclosed in proxy; Insider Trading Policy referenced but no specific pledging prohibition disclosure in cited sections | Not disclosed |
| Context | 349,151,926 shares outstanding as of Oct 8, 2025 | — | Group (6 persons): 5,590,988 shares (includes options, warrants, RSUs pending delivery for group) | Insider Trading Policy filed with 2024 10-K; details not reproduced in proxy text | — |
Implications: With no unvested CEO equity as of year-end 2024, near-term “forced seller” pressure from vesting/withholding is limited; alignment comes primarily through common stock ownership rather than ongoing award vesting .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment agreement dated Sep 28, 2018; continuous term, terminable by either party . |
| Base Salary | Initial $200,000; increased to $400,000 effective Apr 1, 2025 per Compensation Committee action on May 14, 2025 . |
| Bonus Eligibility | Not specified as a target %; 2025 discretionary bonus of $50,000 approved . |
| Severance | If terminated without cause, constructive termination, or disability: accrued/vested benefits plus continued base salary and benefits for 6 months . |
| Restrictive Covenants | Non-compete during employment and 12 months post-termination; confidentiality with carve-outs; IP assignment to company . |
| Change-of-Control | Not disclosed in cited sections. |
Board Governance
- Roles and tenure: Chairman, President and CEO; Chairman/CEO since 2018; President since June 9, 2023 .
- Board structure: Chairman and CEO roles are combined; no Lead Independent Director. Presiding director rotates among committee chairs in executive sessions .
- Independence and committees: Audit, Compensation, and Nominating & Corporate Governance (N&CG) Committees consist entirely of independent directors (Cohen, Seidl, Sood). Chairs: Cohen (Audit, N&CG), Seidl (Compensation) .
- Attendance: The Board held six meetings in 2024; all directors except Ms. Sood attended at least 75% of meetings/committee meetings (implies Brock met the threshold) .
Director Compensation (for non-employee directors; Brock not eligible as an employee)
| Policy Item | Prior Policy | Amended (Aug 11, 2025) |
|---|---|---|
| Quarterly Board retainer | $2,500 | $12,500 |
| Board Chair additional retainer | $2,000 | — |
| Audit Chair retainer | $2,000 | — |
| Compensation Chair retainer | $2,000 | — |
| N&CG Chair retainer | $1,000 | — |
| Annual RSU grant (value) | $60,000 | $100,000 |
Pay Versus Performance (Context)
| Fiscal Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | TSR (Value of $100) | Net Loss ($) |
|---|---|---|---|---|
| 2022 | 228,451 | 228,451 | 17.04 | (73,241,805) |
| 2023 | 222,318 | 222,318 | 16.40 | (44,844,872) |
| 2024 | 219,288 | 219,288 | 41.58 | (38,007,757) |
Compensation Structure Analysis
- Shift toward cash: CEO compensation was almost entirely cash in 2022–2024; in 2025, the Compensation Committee raised base salary to $400,000 and approved a $50,000 discretionary bonus, reinforcing near-term cash orientation over equity .
- Limited at-risk/equity for CEO in 2024: No outstanding or unvested CEO equity awards at 12/31/2024; CAP equaled SCT, indicating no equity value adjustments for the PEO in 2022–2024 .
- Equity plan capacity rising: The Board sought stockholder approval to increase shares authorized under the 2021 Plan and the charter (common stock authorization), which could support future equity grants to executives/directors if approved .
Risk Indicators & Red Flags
- Dual role concentration: Combined Chairman/CEO without a Lead Independent Director raises governance scrutiny; company cites rotating presiding director and independent committees as mitigants .
- Profitability and TSR: Multi-year net losses with volatile TSR in PVP table indicate execution/market risks during 2022–2024 .
- Pledging/hedging: Proxy sections reviewed do not disclose a pledging prohibition or any pledged shares by Brock; Insider Trading Policy exists (referenced), but no specific pledging/hedging detail provided in cited text .
Equity Ownership Detail (as of Oct 8, 2025)
| Name | Shares | % | Notes |
|---|---|---|---|
| Eric A. Brock (Chairman, CEO, President) | 1,936,255 | <1% | Sole voting/dispositive power; no options/RSUs shown for Brock in ownership footnotes . |
| Shares outstanding (context) | 349,151,926 | — | Basis for % of class . |
Employment Terms Summary (Key Levers)
| Lever | Terms |
|---|---|
| Severance multiple | 6 months base salary and benefits (without cause/constructive/disability) . |
| Non-compete | 12 months post-termination . |
| Change-of-control | Not disclosed in cited sections. |
| Clawback | Not disclosed in cited sections. |
| Tax gross-ups | Not disclosed in cited sections. |
| Deferred comp/Pension/SERP | Not disclosed in cited sections. |
Investment Implications
- Alignment and selling pressure: Brock’s direct ownership (1.94M shares, <1% of class) provides some alignment; lack of unvested awards reduces mechanical selling from vesting/withholding in the near term, though it also limits incremental performance linkage from equity awards .
- Pay-for-performance and retention: 2022–2024 CEO pay was low and cash-heavy relative to peers in growth industries; the 2025 salary step-up and discretionary bonus suggest retention emphasis amid ongoing strategic initiatives. Absence of disclosed performance metrics/targets for annual incentives reduces explicit pay-performance linkage .
- Governance balance: Combined Chair/CEO without a Lead Independent Director places more weight on the independence and effectiveness of committee chairs (Cohen, Seidl, Sood) for oversight; investors may monitor any future shift to a separated structure as the company scales .
- Performance risk: PVP data show persistent net losses and variable TSR during 2022–2024; execution on defense/autonomy growth initiatives must translate into sustained financial improvement to justify the 2025 cash comp increase and potential future equity usage under an expanded plan .