Zeev Weiner
About Professor Zeev Weiner
Independent director (Class II) of QT Imaging Holdings, Inc. since 2024; age 66. Clinical professor and associate clinical professor at Technion – Israel Institute of Technology’s Rappaport Faculty of Medicine, with specialization in obstetrics, oncology, ultrasound and doppler; long-standing leadership in Israel’s OB/GYN community. Determined independent under Nasdaq rules; Class II term expires at the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rambam Health Care Campus (Haifa, Israel) | Director, Department of Obstetrics and Oncology | 2014–present | Clinical leadership across OB/GYN and oncology services |
| Rambam Health Care Campus | Director, Ultrasound in Obstetrics and Gynecology | 2005–2014 | Led ultrasound program; advanced perinatal imaging practice |
| Lutheran Medical Center (Brooklyn, NY) | Director, Maternal Fetal Medicine | 2003–2005 | Awarded national teaching awards; developed residency programs |
| Emek Medical Center (Afula, Israel) | Director, Perinatology | 1998–2003 | Oversaw perinatal care and training |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OB/GYN Society of Northern Israel | President | Current | Regional professional leadership |
| Israel National OB/GYN Committee | Member | Current | National policy/standards input |
| Technion – Rappaport Faculty of Medicine | Obstetrics & Gynecology Teaching Committee Member | Current | Curriculum and training oversight |
| Life (journal) | Editorial Board Member | Current | Academic governance |
| Israel School of Ultrasound in OB/GYN | Lecturer (Ultrasound & Doppler) | Since 2002 | Specialized ultrasound instruction |
| Technion – Rappaport Faculty of Medicine | Clinical Professor (since 2022); Associate Clinical Professor (since 2007); Instructor/Lecturer (since 1987) | Ongoing | Medical student and resident education |
Board Governance
- Board classification and term: Class II director; term expires at 2026 annual meeting. Board classified into three classes; seven members in total.
- Committees: Audit Committee member; Nominating & Corporate Governance Committee Chair. Not a member of Compensation Committee.
- Independence: Board determined Weiner is independent under Nasdaq rules.
- Attendance: In FY2024, Board held 6 meetings; committees met Audit (4), Compensation (1), Nominating (1). Each incumbent director attended at least 75% of applicable Board and committee meetings.
- Executive sessions: Regular executive sessions held; chaired by the independent Chairman of the Board; mechanism to contact independent directors disclosed.
- Context for independence oversight: CEO (Dr. Raluca Dinu) and Chairman (Dr. Avi S. Katz) are spouses, increasing importance of independent committee leadership (Weiner chairs Nominating & Governance).
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Cash fees – Director services | $24,226 | FY2024 | Standard director cash retainer |
| Cash fees – Special board committee services | $22,006 | FY2024 | Additional service compensation |
| Option awards (grant-date fair value) | $18,920 | FY2024 | 40,000 options granted 07/03/2024; fair value $0.47/option |
| Total | $65,152 | FY2024 | Sum of cash + equity grant FV |
- 07/03/2024 option grant details: 40,000 options; exercise price $0.748; vesting: one-third on 02/15/2025; remaining two-thirds vest quarterly over two years thereafter.
Performance Compensation
| Performance Metric | Target | Outcome | Notes |
|---|---|---|---|
| None disclosed for director compensation | — | — | Director equity grants are time-based stock options; no director performance metrics disclosed. |
Other Directorships & Interlocks
- No other public company directorships disclosed for Professor Weiner in the proxy; roles listed are academic and professional society positions.
Expertise & Qualifications
- Education: MD, Tel Aviv University Sackler Faculty of Medicine (1986); MHA, Tel Aviv University Sackler Faculty of Medicine (2012).
- Awards: “Outstanding Sixth Year Student” (1986); National Faculty Award (ACOG’s CREOG); APGO Excellence in Teaching Award at Lutheran Medical Center (2005).
- Technical/clinical expertise: Obstetrics, oncology, ultrasound and doppler; extensive academic publications and teaching leadership.
Equity Ownership
| Ownership Item | Amount | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 212,482 | Record date July 16, 2025 | Includes warrants and options exercisable within 60 days |
| Ownership as % of outstanding | <1% | 28,710,144 shares outstanding | Asterisk denotes less than 1% |
| Warrants exercisable within 60 days | 85,616 | July 16, 2025 | Included in beneficial ownership |
| Stock options exercisable within 60 days | 41,250 | July 16, 2025 | Included in beneficial ownership |
| Shares pledged as collateral | Not disclosed | — | No pledging disclosure identified in proxy |
Insider Trades
| Date | Transaction | Securities | Price/Strike | Notes |
|---|---|---|---|---|
| 07/03/2024 | Option grant | 40,000 stock options | $0.748 strike; $0.47 grant-date FV | Standard director grant; 1/3 vests 02/15/2025; remainder vests quarterly over 2 years |
| Various (July 2024 filings) | Section 16 filing timing | — | — | Directors, including Weiner, filed Form 4s 1–2 days late due to July 4 holiday weekend per Section 16(a) compliance disclosure |
Governance Assessment
- Strengths:
- Independent director with no related-party transactions disclosed; serves as Chair of Nominating & Corporate Governance and member of Audit, reinforcing board independence and oversight.
- Attendance threshold met (≥75%) and committee engagement across Audit and Nominating; supports board effectiveness.
- Meaningful domain expertise in OB/GYN and imaging ultrasound; valuable for a medtech imaging company’s clinical validation and regulatory discussions.
- Alignment:
- Beneficial ownership of 212,482 shares including warrants and options (<1%); time-based option grants provide some equity exposure, but ownership remains below 1% of shares outstanding.
- Red flags / watch items:
- Board insiders: CEO and Chairman are married; increases the need for robust independent oversight and strong committee leadership (mitigated by Weiner’s chair role).
- Minor Section 16 filing timeliness issue around July 2024 grants (1–2 days late); administrative and holiday-related, but noted.
- No explicit director stock ownership guidelines or pledging/hedging restrictions disclosed in the proxy materials; monitor governance documents for updates.