Efrat Greenstein Brayer
About Efrat Greenstein Brayer
Independent director since February 2022; age 62 as of the 2025 record date. A corporate finance attorney and entrepreneur, she is Co‑Founder and CEO of Merkavah Inc. (d/b/a Ezzree) and principal attorney at the Law Office of Laura Greenstein (since 2000). Prior legal roles include associate counsel at Bank Hapoalim B.M., contract attorney at Holland & Knight LLP, and associate positions at Rogers & Wells and Haight, Gardner, Poor & Havens. She is deemed independent under Nasdaq rules; she attended the 2024 Annual Meeting and met the ≥75% attendance threshold for 2024 board/committee meetings.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Bank Hapoalim B.M. | Associate Counsel | 1996–2000 | Corporate finance legal work |
| Holland & Knight LLP | Contract Attorney | 2006–2012 | Corporate/legal services |
| Rogers & Wells (later Clifford Chance LLP) | Associate | 1993–1996 | Corporate legal practice |
| Haight, Gardner, Poor & Havens (later Holland & Knight LLP) | Associate | 1988–1993 | Corporate legal practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merkavah Inc. (d/b/a Ezzree) | Co‑Founder & CEO | Current | Tech-enabled emotional and spiritual support platform |
| Law Office of Laura Greenstein | Principal Attorney | 2000–Present | Corporate finance attorney; officer/director roles in several private companies |
Board Governance
- Independence: Independent under SEC/Nasdaq; Board majority independent excluding Executive Chair Rani Kohen, director Dov Shiff, and Co‑CEO/Director Leonard Sokolow.
- Committee assignments and chair roles (2024): Audit Committee member; Compensation Committee member; Chair, Nominating & Corporate Governance Committee.
- Attendance: Board held 6 meetings in 2024; all directors met ≥75% attendance except Governor Ridge due to health; Efrat attended the 2024 Annual Meeting, signaling engagement.
- Board risk oversight: Audit oversees financial reporting, IT/cyber/AI, and related party/conflicts; Compensation oversees pay/clawback/human capital; Nominating oversees independence, governance, ESG, board evaluations.
| Committee | Role | Meetings Held (2024) |
|---|---|---|
| Audit | Member | 5 |
| Compensation | Member | 5 |
| Nominating & Corporate Governance | Chair | 1 |
Fixed Compensation
| Component (2024) | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Paid quarterly unless director elects stock; Efrat’s fees earned were $30,000 in 2024 |
| Meeting fees | None disclosed | Program does not use per-meeting fees |
| Committee cash fees | None disclosed | Committee service compensated in equity (restricted stock and options) |
- 2024 Director Compensation (actual): Fees $30,000; Stock awards $17,440; Option awards $5,040; Total $52,480. Cash comprised ~57%; equity ~43%.
| 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 30,000 |
| Stock awards (grant-date fair value) | 17,440 |
| Option awards (grant-date fair value) | 5,040 |
| Total | 52,480 |
Performance Compensation
- Annual equity grants (Director Compensation Program):
- Base grant: 5,000 restricted shares vest immediately on Program Grant Date; 5,000 options vest in 12 equal monthly installments; 5-year term; strike = closing price on Program Grant Date. In 2024, options carried a $1.09 strike and began vesting April 30, 2024.
- Committee membership: per committee, 3,000 restricted shares (immediate) + 3,000 options (12 monthly vest, 5‑year term).
- Committee chair add-on: additional 2,000 restricted shares (immediate) + 2,000 options (12 monthly vest, 5‑year term).
| Award Year | Award Type | Quantity | Grant Mechanics | Vesting | Exercise Price/Term |
|---|---|---|---|---|---|
| 2024 (Base) | Restricted Stock | 5,000 | Program Grant Date | Immediate | N/A |
| 2024 (Base) | Options | 5,000 | Program Grant Date | 12 monthly tranches | $1.09; 5 years |
| 2024 (Audit member) | Restricted Stock | 3,000 | Committee equity | Immediate | N/A |
| 2024 (Audit member) | Options | 3,000 | Committee equity | 12 monthly tranches | Closing price; 5 years |
| 2024 (Comp member) | Restricted Stock | 3,000 | Committee equity | Immediate | N/A |
| 2024 (Comp member) | Options | 3,000 | Committee equity | 12 monthly tranches | Closing price; 5 years |
| 2024 (Nominating member) | Restricted Stock | 3,000 | Committee equity | Immediate | N/A |
| 2024 (Nominating member) | Options | 3,000 | Committee equity | 12 monthly tranches | Closing price; 5 years |
| 2024 (Nominating chair add-on) | Restricted Stock | 2,000 | Chair equity | Immediate | N/A |
| 2024 (Nominating chair add-on) | Options | 2,000 | Chair equity | 12 monthly tranches | Closing price; 5 years |
- Performance metrics: None disclosed for director equity; awards are time‑based (no TSR/financial KPIs).
- Clawback: Company has a compensation recovery policy aligned with SEC/Nasdaq for incentive-based pay (primarily executive compensation).
Other Directorships & Interlocks
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed; prior officer/director roles at several private companies. |
Expertise & Qualifications
- Corporate law expertise with decades across major firms and financial institutions; founder/CEO experience in tech-enabled services, customer service, and technology innovation.
- Board skills: governance and nominating leadership; oversight of ESG policies and board evaluation; independence under Nasdaq rules.
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Beneficial ownership (common stock) | 101,999 shares (<1%) |
| Options exercisable within 60 days of record date | 44,999 shares |
| Unexercised option awards at 12/31/2024 (total) | 41,000 options |
| Hedging/pledging | Company prohibits hedging; pledging only with prior approval (alignment policy). |
Insider Trades & Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance | Company notes compliance by directors/officers in 2024/through record date; no delinquent filings listed for Efrat Greenstein Brayer. |
Governance Assessment
- Strengths: Independent director with strong legal credentials; chairs Nominating & Corporate Governance, indicating governance influence. Multi‑committee service enhances board oversight. Attendance and annual meeting participation support engagement. Director equity grants (time‑based RS/Options) provide alignment without aggressive risk‑taking incentives.
- Compensation mix: Modest cash retainer ($30k) and equity (~$22.5k grant‑date fair value) in 2024; balanced alignment for a small‑cap board.
- Conflicts/Related‑party exposure: No related‑party transactions disclosed involving Efrat; Audit Committee oversees related‑party approvals.
- Policies: Insider trading policy prohibits hedging/short‑selling and restricts pledging, supporting investor alignment; clawback policy in place.
- RED FLAGS: None specific to Efrat identified in the proxy. Board‑level financing/convertible instruments and executive‑linked option structures exist, but no apparent direct conflicts involve her.