Dov Shiff
About Dov Shiff
Dov Shiff (age 77) has served on the SKYX Platforms Corp. Board since February 2014 and is currently President and Chief Executive Officer of the Shiff Group of Companies, which owns and operates Shiff Group Assets Ltd., Shiff Group Investments Ltd., and Zvidan Investments Ltd. (real estate holdings). His board biography highlights experience in developing and operating new businesses; no education credentials are disclosed in the proxy . The Board has affirmatively determined he is not independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shiff Group of Companies | President & CEO | Present | Oversees real estate holdings businesses (Shiff Group Assets Ltd., Shiff Group Investments Ltd., Zvidan Investments Ltd.) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DZDLUX s.a.r.l. | Controlling person | Not disclosed | Holds 13,274,618 shares of SKYX common stock |
| Shiff Group Assets Ltd. | Controlling person | Not disclosed | Holds 235,712 shares of SKYX common stock |
| Shiff Group Investments Ltd. | President & CEO | Not disclosed | Holds a 2020 subordinated convertible note; also 40,000 shares underlying a convertible note |
| Zvidan Investments Ltd. | Affiliated real estate holdings | Not disclosed | Entity noted in biography; no SKYX transaction detail disclosed |
Board Governance
- Independence: Not independent under Nasdaq rules .
- Committees: Not a member of the Audit, Compensation, or Nominating & Corporate Governance Committees; also not listed on the Business Strategy & Development Committee .
- Chair roles: None .
- Attendance: Board met 6 times in 2024; all directors serving in 2024 attended at least 75% of Board and committee meetings except Mr. Ridge (health-related). Shiff met the ≥75% threshold .
- Director since: February 2014 .
Fixed Compensation
| Component (Director FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | — | Elected to receive annual cash retainer in shares of common stock |
| Stock awards | 35,450 | Grant-date fair value under ASC 718 |
| Option awards | 1,575 | Grant-date fair value; exercise price $1.09; vests in 12 equal monthly installments beginning April 30, 2024; 5-year term |
| Total | 37,025 | Sum of reported components |
- Director compensation program: Non-employee directors receive a $30,000 annual cash retainer (or elect shares), 5,000 restricted shares vesting immediately on the Program Grant Date, and options for up to 5,000 shares with 12-month vesting and 5-year expiry. Additional equity is granted for committee membership/chair roles; Shiff is not on those committees and does not receive those incremental awards. Shiff elected to receive retainers in stock for 2024 and 2025 .
Performance Compensation
| Award Type | Grant/Report Date | Quantity | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Annual Restricted Stock (Director Program) | April 4, 2024 (reported via Form 4 on April 10, 2024) | 5,000 | N/A | Vests immediately on Program Grant Date | |
| Annual Stock Options (Director Program) | April 4, 2024 (reported via Form 4 on April 10, 2024) | Up to 5,000 | $1.09 | Vests in 12 equal monthly installments beginning April 30, 2024 | 5 years from Program Grant Date |
- No performance-based metrics (e.g., revenue/EBITDA/TSR targets) are disclosed for director compensation; director awards are time-based and programmatic .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Shiff in SKYX proxy biography |
| Private/affiliated entities | Controlling/person-of-interest roles across DZDLUX s.a.r.l., Shiff Group Assets Ltd., Shiff Group Investments Ltd., and Zvidan Investments Ltd. |
| Interlocks/conflicts | Shiff Group Investments Ltd. holds a related-party 2020 convertible note with SKYX (see Related-Party/Ownership sections) |
Expertise & Qualifications
- Experience: Business development and operating new businesses; leadership across real estate holdings entities .
- Industry/functional: Entrepreneurial leadership; capital/real estate exposure; no “audit committee financial expert” designation disclosed for Shiff .
Equity Ownership
| Holder/Instrument | Shares/Units | % of Common | Total Voting Power | Notes |
|---|---|---|---|---|
| Total beneficial ownership (Shiff) | 15,174,275 | 14.3% | 13.4% | Aggregate across direct, indirect, options, convertible note |
| DZDLUX s.a.r.l. | 13,274,618 | — | — | Controlled by Shiff |
| Shiff Group Assets Ltd. | 235,712 | — | — | Controlled by Shiff |
| Direct (Shiff) | 1,493,529 | — | — | Personal holdings |
| Spouse | 40,000 | — | — | Family holdings |
| Options exercisable ≤60 days of 5/13/2025 | 90,416 | — | — | Included in beneficial ownership |
| Convertible note (Shiff Group Investments Ltd.) | 40,000 (underlying shares) | — | — | Convertible into common shares |
| Unexercised option awards held (12/31/2024) | 90,000 | — | — | Director options balance at year-end |
- Insider trading policy prohibits hedging and pledging of company securities (pledging only with prior approval). No pledging by Shiff is disclosed .
Insider Trades
| Filing Date | Filing Type | Transaction/Context |
|---|---|---|
| April 10, 2024 | Form 4 | Reported April 4, 2024 annual grant of restricted stock and stock options under Director Compensation Program |
| April 2, 2025 | Form 4 | Reported March 27, 2025 annual grant under Director Compensation Program |
Note: The company disclosed certain delinquent Section 16(a) reports, including the above filings for Shiff, indicating timing exceptions in reporting .
Governance Assessment
- Alignment and influence: Shiff is a significant shareholder (14.3% of common; 13.4% total voting power), which aligns financial interests with shareholders but also concentrates influence and may raise independence/conflict concerns for board oversight .
- Independence/committees: The Board deems Shiff not independent; he is not seated on Audit, Compensation, or Nominating & Governance committees, which are fully independent—mitigating direct influence on core oversight functions but limiting his formal governance engagement .
- Attendance: Met the ≥75% attendance threshold in 2024, supporting baseline engagement .
- Compensation structure: Director pay is modest and primarily equity-oriented, with Shiff electing to take retainer in shares, reinforcing ownership alignment; no performance-conditioned director metrics disclosed .
- Related-party exposure: Shiff Group Investments Ltd. holds a 2020 related-party subordinated convertible note (amended terms include 10% interest effective 1/1/2024 and $3.00 conversion price), representing ongoing financial transactions with the company—requires Audit Committee oversight for conflicts .
- Compliance flag: Company noted timing exceptions in Section 16 filings for Shiff’s annual grants (delinquent reports), a minor compliance red flag to monitor .
RED FLAGS
- Not independent and a >10% holder, creating potential conflicts in strategic decisions and control dynamics .
- Related-party financing (convertible note) via Shiff Group Investments Ltd., including amended economics—ongoing transaction with a director/5% holder .
- Section 16(a) delinquent filings noted by the company for Shiff’s annual awards .
Positive Signals
- Retainer taken in stock and sizeable ownership indicate “skin-in-the-game” alignment .
- Core oversight committees remain independent and exclude Shiff, reducing direct conflicts in audit/compensation/governance processes .
Implications for investors
- Monitor related-party transactions and any future financing terms involving Shiff-affiliated entities (conversion pricing, maturities, interest accruals), and confirm robust Audit Committee review .
- Ownership concentration can both stabilize the shareholder base and amplify control risk; track voting outcomes and any proposals impacting governance balance .
- Ensure continued compliance with timely Section 16 reporting; repeated exceptions could erode governance confidence .