Richard Cohen
OndasAbout Richard M. Cohen
Richard M. Cohen (age 74) has served on Ondas Holdings’ Board since September 28, 2018 and has seven years of tenure as of April 10, 2025. He is an independent director under Nasdaq rules, chairs the Audit Committee and the Nominating & Corporate Governance Committee, and serves on the Compensation Committee; the Board has designated him an “audit committee financial expert.” Cohen holds a BS with honors from Wharton, an MBA from Stanford, and is a CPA (inactive) in New York State .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Richard M Cohen Consultants | President | Since 1995 | Financial consulting to public/private companies |
| Chord Advisors | Founder & Managing Partner | Mar 2012 – Jul 2015 | Outsourced CFO services |
| CorMedix Inc. (NYSE: CRMD) | Interim CEO and Director | May 2012 – Aug 2013 | Led public company operations |
| Rodman & Renshaw | Audit Committee Member | Jul 2008 – Aug 2012 | Audit oversight at investment bank |
| Novation Capital | Partner | Jul 2001 – Aug 2012 | Private equity transaction experience |
External Roles
| Company | Role | Start/End | Notes |
|---|---|---|---|
| Great Elm Capital Corp. (NASDAQ: GECC) | Director | Mar 2022 – Present | Public BDC board role |
| Direct Digital Holdings, Inc. (NASDAQ: DRCT) | Director | Nov 2021 – Present | Public ad-tech/media board role |
| Smart For Life, Inc. (NASDAQ: SMFL) | Director | Feb 2022 – Oct 2022 | Prior public board role |
Board Governance
- Structure and independence: Majority-independent Board; Cohen, Popolo, Seidl, and Sood are independent .
- Committee leadership and activity:
- Audit Committee: Chair (Cohen); members Seidl, Sood; 5 meetings + 6 unanimous consents in 2024 .
- Compensation Committee: Chair (Seidl); members Cohen, Sood; 0 meetings + 3 unanimous consents in 2024 .
- Nominating & Corporate Governance Committee: Chair (Cohen); members Seidl, Sood; 1 meeting + 1 unanimous consent in 2024 .
- Board activity and attendance: Board held 6 meetings and 15 unanimous consents in 2024; all directors except Sood attended at least 75% of meetings/committees served .
- Lead independent director: None; presiding director in executive sessions rotates among committee chairs .
Fixed Compensation
| Component | 2024 Amount | Source/Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Cohen) | $22,000 | Director compensation table for FY2024 |
| Annual Equity Award (Policy as of Jan 25, 2021) | RSUs representing $60,000 | Non-employee director compensation policy |
| Amended Policy (Aug 11, 2025) | Quarterly Board retainer $12,500; annual RSUs $100,000 | Policy increase approved by Compensation Committee |
Performance Compensation
| Grant Type | FY2024 Grant Value (Cohen) | Options Granted (FY2024) | Vesting/Performance Metrics |
|---|---|---|---|
| Stock awards (RSUs) | $84,139 | $0 | Vesting/performance metrics for director RSUs not disclosed |
| Stock awards (RSUs) – prior year context | $157,894 (FY2023 Cohen) | $0 | Prior-year grant value; metrics not disclosed |
Observation: Year-over-year RSU grant value decreased for Cohen from $157,894 (2023) to $84,139 (2024), followed by a policy change in Aug 2025 raising annual RSU value to $100,000—a potential shift toward higher standardized equity grants going forward .
Other Directorships & Interlocks
| Relationship | Description | Governance Note |
|---|---|---|
| Joseph Popolo affiliation | Charles & Potomac Capital, LLC (C&P), controlled by director Popolo, engaged in multiple financings with Ondas and subsidiaries (private placements, secured notes, and convertible notes) during 2023–2025 | Related-party transactions exist; Audit Committee (chaired by Cohen) is responsible for reviewing/approving related person transactions under its charter |
| Board Independence | Cohen independent; majority Board independent | Independence mitigates interlock risks |
Expertise & Qualifications
- Financial expertise: Board has designated Cohen as an “audit committee financial expert” under SEC rules; he chairs the Audit Committee .
- Education and credentials: BS (Wharton), MBA (Stanford), CPA (inactive, NY) .
- Industry and governance experience: Extensive CFO/CEO advisory background; multiple public company directorships .
Equity Ownership
| Metric | Apr 10, 2025 | Oct 8, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 220,422 | 256,485 |
| Ownership % of outstanding | <1% (“*”) | <1% (“*”) |
| Common shares (direct) | 169,387 | 182,855 |
| Options exercisable/within 60 days | 30,000 | 30,000 |
| RSUs vested, pending delivery | 21,035 | 43,630 |
| Pledging/Hedging | Not disclosed | Not disclosed |
Governance Assessment
- Strengths:
- Deep financial oversight credentials; chairs Audit and N&CG, supports robust committee governance .
- Independence confirmed; majority-independent Board .
- Documented Audit Committee activity and reporting; explicit oversight of related-party transactions per charter .
- Concerns/RED FLAGS:
- Related-party transactions involving an affiliated director (Popolo/C&P) across multiple financing instruments—heightened need for rigorous independent review; mitigated by Audit Committee oversight but remains a governance risk signal .
- Significant increases in authorized shares (400M → 800M) and expansion of the 2021 Plan (26M → 61M) at the special meeting could amplify dilution risk; Board recommended both proposals .
- Director pay policy increased in Aug 2025 (cash retainer and RSU value), which can be justified for competitiveness but warrants monitoring of pay-for-performance alignment for non-employee directors .
Net takeaway: Cohen’s audit and governance leadership and independence enhance board effectiveness. However, the recurring related-party transactions and substantial equity authorization increases require continued scrutiny of process integrity, disclosure quality, and dilution impacts, with the Audit Committee (chaired by Cohen) central to investor confidence in controls and oversight .