Randall Seidl
OndasAbout Randall P. Seidl
Independent director at Ondas Holdings (appointed November 16, 2020), currently chairs the Compensation Committee and serves on the Audit and Nominating & Corporate Governance (N&CG) Committees. Background spans senior leadership roles at Hewlett Packard, Sun Microsystems, StorageTek, and EMC; founder/operator of multiple sales-focused businesses; Boston College Carroll School of Management graduate; age 58 as disclosed in the 2021 proxy; CEO and director of Rainwater Technologies (NASDAQ: RAIN) since January 2, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett Packard (Enterprise Group) | SVP/GM, Americas & U.S. Enterprise Group | 2009–2013 | Led enterprise sales organization |
| Sun Microsystems | SVP/GM, North America; VP/GM, Financial Services | 2006–2009 | Ran regional and sector business units |
| StorageTek | VP/GM, East Region | 2004–2006 | Regional leadership |
| Permabit | CEO & Director | 2003–2004 | Early-stage CEO |
| GiantLoop | Co‑founder & EVP | 2000–2003 | Co‑founder, growth execution |
| Workgroup Solutions | Chairman & CEO | 1996–1999 | CEO leadership |
| EMC | Various roles incl. VP Open Systems Sales NA | 1985–1996 | Enterprise sales; foundational operator experience |
External Roles
| Organization | Role | Start/End | Notes |
|---|---|---|---|
| Rainwater Technologies (NASDAQ: RAIN) | CEO & Director | Jan 2, 2025 – present | Public company CEO; time‑commitment consideration |
| Data Dynamics | Director | Since 2015 | Enterprise data management |
| ISG | Director | Since 2016 | Claims/litigation support services |
| Datawatch (NASDAQ: DWCH, acquired by Altair) | Director | 2015–2018 | Prior public company board |
| Sales Community | Founder/Chairman | Since 2020 | Sales network |
| Top Talent Recruiting | Founder/Chairman | Since 2016 | Recruiting |
| Revenue Acceleration | Founder/Chairman | Since 2013 | Sales advisory |
| Advisory boards/consulting | Various (e.g., ZoomInfo, AuctusIQ, TitanX, Sandler) | Ongoing | Industry engagement |
Board Governance
- Committee assignments (2024–2025): Compensation Committee (Chair: Seidl); Audit Committee (Chair: Cohen); N&CG Committee (Chair: Cohen). All three are composed of independent directors (Cohen, Seidl, Sood) under Nasdaq rules .
- Engagement: Compensation Committee held three meetings and eight unanimous written consents in 2023; in 2024, no meetings and three unanimous written consents. N&CG held one meeting and one unanimous written consent in 2024. Audit Committee held five meetings and one unanimous written consent in 2023 .
- Independence: Board determined Seidl is independent under Nasdaq rules .
| Committee | Members | Chair | Meetings (2023) | Actions by Consent (2023) | Meetings (2024) | Actions by Consent (2024) |
|---|---|---|---|---|---|---|
| Compensation | Cohen, Seidl, Sood | Seidl | 3 | 8 | 0 | 3 |
| Audit | Cohen, Seidl, Sood | Cohen | 5 | 1 | — | — |
| N&CG | Cohen, Seidl, Sood | Cohen | — | — | 1 | 1 |
Fixed Compensation
- Policy (non‑employee directors): As of Jan 25, 2021 — quarterly board retainer $2,500; additional Board Chair $2,000; Audit Chair $2,000; Compensation Chair $2,000; N&CG Chair $1,000; annual RSU award $60,000 .
- Amended policy (Aug 11, 2025): quarterly Board retainer increased to $12,500; annual RSU value increased to $100,000 .
| Policy Component | Pre‑Aug 2025 | Post‑Aug 11, 2025 |
|---|---|---|
| Quarterly Board Retainer | $2,500 | $12,500 |
| Board Chair Retainer | $2,000 | $2,000 |
| Audit Chair Retainer | $2,000 | $2,000 |
| Compensation Chair Retainer | $2,000 | $2,000 |
| N&CG Chair Retainer | $1,000 | $1,000 |
| Annual RSU Value | $60,000 | $100,000 |
- Actual cash fees (Seidl):
| Year | Fees Earned/Paid (Cash) |
|---|---|
| 2023 | $18,000 |
| 2024 | $18,000 |
Performance Compensation
- Annual director equity grants are RSUs (time‑based), not performance‑based; RSUs vest per policy and accelerate on change‑in‑control; no options awarded to Seidl in recent years per proxy tables .
| Year | Equity Award Type | Grant Date Fair Value | Vesting Schedule | Change‑in‑Control Treatment |
|---|---|---|---|---|
| 2023 | RSUs | $157,894 | Per director policy (time‑based) | RSUs vest in full on change of control (policy reference) |
| 2024 | RSUs | $84,139 | Per director policy (time‑based) | RSUs vest in full on change of control (policy reference) |
| 2021 (initial grants) | RSUs (5,000) | n/a (shares disclosed) | 4 equal quarterly installments starting next quarter | Immediate vesting |
| 2021 (additional) | RSUs (10,000) | n/a (shares disclosed) | 8 equal quarterly installments starting next quarter | Immediate vesting |
Historical director compensation snapshot (for context):
| Year (as disclosed) | Cash Fees | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| 2021 (proxy disclosure) | $10,000 | $251,175 | — | $261,175 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Start | Notes/Interlocks |
|---|---|---|---|---|
| Rainwater Technologies (NASDAQ: RAIN) | Public | CEO & Director | Jan 2, 2025 | Concurrent public company CEO; potential time‑commitment consideration |
| Data Dynamics | Private | Director | 2015–present | Enterprise data management |
| ISG | Private | Director | 2016–present | Insurance/litigation services |
| Datawatch (NASDAQ: DWCH) | Public (acquired) | Director | 2015–2018 | Prior public board |
- No disclosed transactional interlocks with ONDS customers/suppliers involving Seidl in the provided proxies; Audit Committee oversees related‑party review .
Expertise & Qualifications
- Senior go‑to‑market/operator across HP, Sun Microsystems, StorageTek, EMC; extensive sales leadership and revenue acceleration domain expertise .
- Founder/chairman of multiple sales advisory/recruiting platforms; active advisor to technology companies; broad network useful for commercial scaling .
- Academic credentials: Boston College’s Carroll School of Management; trustee involvement indicates governance exposure .
Equity Ownership
| Component | Amount |
|---|---|
| Common Shares Owned | 196,513 |
| RSUs Vested (pending delivery) | 43,630 |
| Total Beneficial Ownership | 240,143 |
| Percent of Class | <1% (349,151,926 shares outstanding) |
| Shares Outstanding Reference | 349,151,926 |
- No options disclosed for Seidl in the 2024/2025 proxy ownership breakdown; RSUs constitute the primary equity alignment mechanism .
Governance Assessment
-
Strengths:
- Independence affirmed; serves as chair of Compensation Committee and member of Audit and N&CG — strong governance footprint across pay, risk, and board composition .
- Active committee engagement in 2023 (Compensation: 3 meetings/8 written consents; Audit: 5 meetings/1 consent) — indicative of oversight during that period .
- Clear director equity alignment via RSUs; beneficial ownership disclosed with vested RSUs pending delivery .
-
Watch items / potential red flags:
- Compensation Committee held no meetings in 2024, relying solely on written consents (three actions) — may raise questions on depth of deliberation; ensure robust documentation and rationale for approvals .
- Significant increase to director pay in Aug 2025 (quarterly retainer to $12,500; annual RSUs to $100,000) could draw investor scrutiny on pay inflation and pay-for-service calibration; monitor alignment with company performance and market benchmarks .
- Concurrent role as CEO & director of a public company (RAIN) introduces time‑commitment risk; ensure adequate capacity and avoidance of conflicts, especially given Compensation Chair responsibilities at ONDS .
-
Related‑party/conflicts:
- No Seidl‑specific related‑party transactions disclosed in the provided proxies; Audit Committee explicitly oversees related‑person approvals .