Ron Stern
OndasAbout Ron Stern
Ron Stern (age 52) was appointed to the Ondas Holdings Inc. Board effective January 7, 2025. He brings over two decades of growth equity and venture capital leadership, including General Partner/Head of Portfolio Management at OurCrowd, prior CFO of Adgorithms, and Partner at Shamrock Holdings; he previously chaired Ondas’ subsidiary Airobotics and currently serves as Chairman of Blue Green Water Technologies. Stern holds a BA in Economics from The Hebrew University of Jerusalem and an MBA in Finance & Entrepreneurship from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OurCrowd | General Partner; Head of Portfolio Management | Apr 2017–Mar 2025 | Oversaw 250+ active portfolio companies; 100+ board/observer nominations; led/participated in 400+ financing rounds |
| Adgorithms (AI marketing) | CFO/Finance Director | Feb 2015–Apr 2017 | Took company public on London Stock Exchange; raised >$40M |
| Shamrock Holdings | Partner | Sep 2002–Dec 2009 | Built Israeli investing team; facilitated four IPOs of portfolio companies |
| US VC firms/family offices | Scout/Senior International Advisor | Jan 2010–Dec 2014 | Advised leading US investors; managed large environmental capital projects in Israel |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Airobotics Ltd. (Ondas subsidiary) | Director (since Nov 2019); Chairman | Chairman Jan 2021; led IPO on TASE; led sale to Ondas in Jan 2023; continues as director per Ondas engagement | |
| Blue Green Water Technologies | Chairman | Current | Chairman role cited in biography |
Board Governance
- Board composition and independence: The Board had six members as of April 2025; the Board determined Cohen, Popolo, Seidl, and Sood are “independent directors” under Nasdaq rules. Stern is not listed among the independent directors in this review .
- Board leadership: No lead independent director; presiding director for executive sessions rotates among committee chairs .
- Committees (and chairs): Audit (Cohen, chair; members Cohen, Seidl, Sood) ; Compensation (Seidl, chair; members Cohen, Seidl, Sood) ; Nominating & Corporate Governance (Cohen, chair; members Cohen, Seidl, Sood) . Stern is not disclosed as a member of any committee as of April 2025 .
- Attendance: In 2024, each director except Ms. Sood attended at least 75% of Board and applicable committee meetings; Stern was not yet on the Board in 2024 .
Fixed Compensation
| Component | Amount/Terms | Effective Date/Trigger | Source |
|---|---|---|---|
| Director monthly cash retainer | $15,000 per month (+ VAT if applicable) | Directorship Agreement dated Jan 6, 2025; payable monthly | |
| Vice Chairman monthly cash retainer | $24,000 per month (+ VAT if applicable) | Upon appointment as Vice Chairman after next “Qualified Event” | |
| Signing bonus | $100,000 (+ VAT if applicable) | Paid at execution of Directorship Agreement | |
| Expense reimbursement | Reasonable out-of-pocket business expenses | Per Company policy | |
| D&O insurance and indemnification | Covered by Company’s D&O; customary indemnification agreement | Commencing Effective Date |
Director compensation policy context (non-employee directors):
| Item | Policy (Jan 25, 2021) | Amended (Aug 11, 2025) | Source |
|---|---|---|---|
| Quarterly Board retainer | $2,500 | $12,500 | |
| Annual equity award (RSUs) | $60,000 | $100,000 |
Performance Compensation
| Component | Metric/Trigger | Amount/Terms | Vesting/Other |
|---|---|---|---|
| Cash bonus – “Qualified Event” | Earlier of: (i) equity/convertible/debt financing totaling ≥$25,000,000; or (ii) consummation of first acquisition transaction by the Company/subsidiary | $500,000 (+ VAT if applicable) | Paid upon consummation |
| Cash bonus – additional acquisitions | Each additional Acquisition Transaction where Stern took an active role | $250,000 each (+ VAT if applicable) | Paid upon consummation |
| Stock options (grant) | Options to purchase Company common stock | 2,876,944 shares; exercise price $2.69; grant date Jan 7, 2025 | Granted under 2021 Plan |
| Option vesting | Time/price-based | 66.67% vests quarterly over 2 years from Effective Date OR earlier upon 30-day average price ≥$5 (“Valuation Milestone”); 33.33% vests upon Valuation Milestone | Full acceleration on Change of Control; 5-year option term; post-termination exercise window of 24 months if termination without Cause (subject to overall term) |
| Tax/plan treatment | Israeli Section 102 “capital track” | Company to adopt plan addendum; options structured for Israeli tax treatment | Addendum filing and approvals contemplated |
Other Directorships & Interlocks
| Entity/Relationship | Details |
|---|---|
| Airobotics Ltd. (subsidiary) | Stern serves as a director; he may resign without impact on remuneration under the Directorship Agreement |
| Payment routing | At Stern’s request, cash payments can be directed to Value Israel Ltd., a controlled entity, or paid via director slip; part of the monthly retainer may be paid directly by Airobotics Ltd. |
Expertise & Qualifications
- Education: BA in Economics (Hebrew University of Jerusalem); MBA (Finance & Entrepreneurship, Columbia Business School) .
- Domain experience: 20+ years in growth equity/venture capital with extensive board nominations and financing leadership; IPO leadership (Airobotics on TASE) and sale to Ondas; CFO experience at an AI company; partner at Shamrock facilitating four IPOs .
- Board matrix: Company’s nominee matrix highlights executive leadership, industry experience, strategy/innovation and risk management coverage across nominees; Stern was newly appointed with zero years tenure at the time the matrix was compiled .
Equity Ownership
| Metric | Apr 10, 2025 | Oct 8, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 239,757 (via options) | 2,876,944 (via options) |
| Percent of class | <1% (based on 127,724,799 shares outstanding) | <1% (based on 349,151,926 shares outstanding) |
| Ownership notes | Sole voting/dispositive power over options; counted per SEC rules if exercisable/convertible within 60 days | Sole voting/dispositive power over options |
Governance Assessment
- Strengths supporting board effectiveness: Deep financing and M&A execution experience (400+ rounds; multiple IPOs), direct prior leadership of Airobotics culminating in sale to Ondas, and senior operating/financial roles likely beneficial to OAS growth initiatives .
- Independence and role clarity: The April 2025 independence review lists Cohen, Popolo, Seidl, and Sood as independent; Stern is not listed, suggesting he was not designated independent at that time, and his engagement includes advisory/vice chair duties beyond typical non-employee director responsibilities .
- Compensation structure signals: Unusually large director-level cash retainer ($15,000/month), signing bonus ($100,000), success bonuses tied to financing/acquisitions, and a sizable option grant (2,876,944 shares) with price-milestone and change-of-control acceleration, all atypical for standard director pay; this may raise pay-for-performance calibration and independence considerations .
- Related-party and payment mechanics: Ability to direct payments to a controlled entity (Value Israel Ltd.) and have part of the retainer paid by the subsidiary (Airobotics Ltd.) warrants monitoring for related-party exposure and clarity of service scopes and approvals .
- Attendance/engagement disclosure: No 2025 attendance disclosure was available for Stern; Board meeting/committee attendance data disclosed for 2024 does not include Stern (pre-appointment) .
RED FLAGS
- Not listed as independent under Nasdaq rules in the April 2025 independence review; coupled with bespoke advisory/vice chairman economics and success-based bonuses, this could impair perceived independence .
- Large, event-driven compensation and 3%-equivalent option grant for a director, with change-of-control acceleration, are atypical in director pay frameworks and may be viewed as executive-like compensation; careful disclosure and committee oversight are advisable .
- Payment routing to a controlled entity and partial payments by Airobotics introduce potential related-party risk and require robust Audit Committee review and documentation .
Additional Contract Terms (risk and retention)
- Non-compete: While engaged, Stern will not engage in activities directly competing with the Company in defense/HLS autonomous drone systems (exceptions for up to 3% public holdings and existing portfolio companies of his then employer) .
- Termination: Either party may terminate with 90 days’ notice; certain provisions survive; resignation from Company and Airobotics directorships upon termination .
- Post-termination equity: Vested options exercisable up to 24 months after termination without Cause (subject to overall 5-year term) .