Eyal Peso
About Eyal Peso
Independent Class I director at Research Frontiers (REFR), co-founder, Chairman, and CEO of Gauzy Ltd. since 2009. Age 45 (2025 proxy; 44 in 2024), appointed to the REFR Board effective June 4, 2023 with a term through the 2027 annual meeting. Education: B.Sc. in Electrical and Electronic Engineering and MBA from Tel Aviv University; prior role as business manager at Alvarion Technologies (NASDAQ: ALVR). Committee member on Audit and Nominating & Corporate Governance; determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alvarion Technologies Ltd. (NASDAQ: ALVR) | Business Manager | Prior to 2009 | Telecom operations/business management experience used to scale technology businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gauzy Ltd. | Chairman & CEO | 2009–present | Leads strategy, R&D, funding, sales/marketing, global operations; deep industry ties relevant to REFR’s SPD ecosystem |
Board Governance
- Board structure: 4 directors, classified board (Class I/II/III) with staggered 3-year terms; committee chairs are independent (Audit & Compensation: Darryl Daigle; Nominating & Corporate Governance: Alexander Kaganowicz).
- Independence: Board determined Peso is independent under Nasdaq Capital Market standards.
- Audit Committee expertise: Company states all Audit Committee members (Daigle, Kaganowicz, Peso) qualify as “financial experts.”
- Attendance/engagement: In 2024 the Board met 8 times; Audit 4; Compensation 10; Nominating 4; no director attended less than 75% of meetings; all attended the Annual Meeting. In 2023 the Board met 10 times; Audit 4; Compensation 8; Nominating 6; no director attended less than 75%; all attended the Annual Meeting.
| Governance Element | Status |
|---|---|
| Board class | Class I (term to 2027) |
| Committees | Audit (member); Nominating & Corporate Governance (member); Compensation (not a member) |
| Committee chair roles | None (Audit & Compensation chaired by Daigle; Nominating chaired by Kaganowicz) |
| Independence | Independent (Nasdaq standards) |
| Audit financial expert | Yes (company believes all Audit members qualify) |
| Service start date | June 4, 2023 |
| 2024 attendance | >75% of Board/committee meetings; Annual Meeting attended |
| 2023 attendance | >75% of Board/committee meetings; Annual Meeting attended |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Director Cash Fee ($) | $20,000 (partial year) | $40,000 |
- Target director compensation level set around $80,000 annually, based on peer review and governance best practices.
Performance Compensation
| Equity Award | Grant Timing | Number of Options | Fair Value ($) |
|---|---|---|---|
| Annual Director Option Grant | December 2023 | 45,000 | $45,900 |
| Annual Director Option Grant | December 2024 | 45,000 | $47,700 |
Notes: Option exercise price and expiration for director grants are not disclosed in the proxy; awards are under the 2019 Equity Incentive Plan.
Other Directorships & Interlocks
| Entity | Role/Relationship | Interlock/Transaction Detail |
|---|---|---|
| Gauzy Ltd. | Chairman & CEO | Gauzy is a REFR licensee (license since Sept 17, 2017); Vision Systems, Inc. is 100% owned by Gauzy; fee income related to Gauzy and Vision Systems was 18% of REFR total fee income in 2023 and 13% in 2024; royalty receivables from Gauzy/VS were 8% (2023) and 9% (2024); receivables paid in full in Jan 2024; policy follows Delaware law for related-party approvals. |
Expertise & Qualifications
- Technology entrepreneur scaling from early to growth stages (innovation, R&D, financing, sales/marketing, global operations).
- Formal engineering and business training (B.Sc. EE and MBA, Tel Aviv University).
- Audit Committee “financial expert” designation (company view) enhances oversight of controls and financial reporting.
- Domain proximity to SPD-smart glass ecosystem via Gauzy leadership brings market/technology insights.
Equity Ownership
| Metric | 2024 (as of Apr 18, 2024) | 2025 (as of Apr 18, 2025) |
|---|---|---|
| Total Beneficial Ownership (shares) | 45,000 | 90,000 |
| Exercisable Options/Warrants (included) | 45,000 | 90,000 |
| Percent of Class (%) | 0.13% | 0.27% |
| Shares Outstanding (reference) | 33,517,787 | 33,517,787 |
| Pledged Shares | None disclosed for Peso (CEO Harary’s shares are pledged) |
Footnote: Peso is CEO/Chairman of Gauzy Ltd., which beneficially owns 1,838,824 shares (5.49% in 2024; 5.47% in 2025). Peso disclaims beneficial ownership of Gauzy’s shares except to the extent of his pecuniary interest.
Governance Assessment
-
Strengths
- Independent director with Audit and Nominating & Governance committee roles; company views Audit Committee members (incl. Peso) as “financial experts,” improving board oversight of controls and reporting.
- Consistent engagement: >75% attendance across Board/committees and Annual Meeting participation in 2023 and 2024.
- Ownership alignment improved YoY: beneficial ownership rose from 45,000 to 90,000 shares including exercisable options (0.13% to 0.27%).
-
Watch items / potential conflicts
- Related-party exposure: Gauzy (Peso-led) is a REFR licensee; Gauzy/VS contributed 18% of fee income in 2023 and 13% in 2024; receivables concentration 8% (2023) and 9% (2024). While the Board maintains independence, this interlock warrants ongoing monitoring of recusal practices and committee oversight.
- Classified board structure and triennial say-on-pay recommendation emphasize continuity and long-term perspective but may be viewed by some investors as reducing annual accountability.
- Equity plan share increase (proposed +1,675,000 shares) could dilute shareholders if heavily utilized for director/executive grants; monitor award levels and performance linkage.
-
RED FLAGS
- Related party: Director is CEO/Chairman of a major licensee; material fee income and receivables tie to Gauzy/VS (requires robust conflict management and disclosures).
- Company-level pledge risk: CEO Harary’s shares are pledged as collateral (alignment risk at company level, though not Peso-specific).
-
Compensation mix analysis
- 2024 director pay: ~$87.7k with equity slightly > cash ($47.7k options vs $40k cash), supporting alignment; 2023 partial-year ~$65.9k.
- Target director compensation around $80k suggests stable framework; monitor changes in cash/equity balance and any movement to guaranteed comp.
Overall: Peso brings relevant industry and financial oversight expertise. The Gauzy interlock is the principal governance risk; continued transparent related-party disclosures, recusal, and independent committee leadership mitigate but do not eliminate perceived conflict.