Rani Kohen
About Rani Kohen
Founder and inventor of SKYX’s plug-and-play and smart ceiling technologies; Executive Chairman since 2016 and Chairman of the Board since 2012 (age 59). Prior roles include CEO (2004–2012). The company’s pay-versus-performance table shows cumulative TSR of an initial $100 investment at $21.27 (2022), $11.43 (2023), and $8.29 (2024), alongside GAAP net losses of $(27.0)M, $(39.7)M, and $(35.8)M, respectively, underscoring execution risk despite reported growth initiatives . In 2025, management reported seven consecutive quarterly revenue increases from Q1 2024 to Q3 2025, with Q3 2025 revenue of $24M (vs. $23M in Q2 2025), and gross margin rising to 32% (from 30% in Q2), reflecting progress in e-commerce and B2B channels .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SKYX Platforms Corp. | Chief Executive Officer | 2004–2012 | Led early commercialization of plug-and-play technologies; secured financing and key milestones . |
| SKYX Platforms Corp. | Chairman of the Board | 2012–Present | Board leadership continuity; governance oversight . |
| SKYX Platforms Corp. | Executive Chairman | 2016–Present | Strategic direction, capital raising, product and platform invention leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company filings for Kohen | — | — | No external public-company directorships or committee roles disclosed in proxy biography . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 300,000 | Per Chairman Agreement; annual executive salary . |
| 2023 | 300,000 | Annual executive salary . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual incentive tied to gross revenue | Formulaic | 0.5% of Company gross revenue | Company-determined | 281,384 | Paid annually; Kohen disclaimed $150,000 of 2024 incentive in May 2025 . |
| Supplemental performance stock options (market cap triggers) | N/A | Triggers at specified Company market caps | Earned upon achieving milestones | Options (see table below) | Options typically 5-year term, vest upon milestone; certain series expire 1/1/2027 . |
| Annual equity compensation options | N/A | Fixed grant | 1,020,000 options at $12 strike | Options (non-cash) | Vest in three equal annual instalments on Jan 1 of 2023, 2024, 2025; 5-year term . |
Performance Option Schedule (Supplemental)
| Trigger (Company Market Cap) | Options per Trigger | Strike ($) | Status/Term |
|---|---|---|---|
| $500M; $1.0B; $1.5B; $2.0B (each) | 500,000 | 6.00 | 5-year term; vest upon trigger . |
| $3.0B; $4.0B; $5.0B; $6.0B (each) | 500,000 | 7.00 | 5-year term; vest upon trigger . |
| $7.0B; $8.0B; $9.0B; $10.0B (each) | 500,000 | 8.00 | 5-year term; vest upon trigger . |
| $10.0B achieved, then each +$1.0B up to $30.0B | 500,000 | 12.00 | 5-year term; vest upon trigger . |
Equity Ownership & Alignment
- Insider trading policy prohibits hedging, short selling, derivative transactions, and pledging (margin or collateral) except with prior approval; blackout periods and 10b5-1 plan guidelines apply . No pledges disclosed for Kohen in beneficial ownership footnotes .
Beneficial Ownership (Record Date: May 13, 2025)
| Holder | Common Shares Beneficially Owned | % of Class | Total Voting Power |
|---|---|---|---|
| Rani R. Kohen | 12,283,969 | 11.3% | 10.6% . |
| Ownership detail | Includes 16,001 shares directly, 9,143,969 via KRNB Holdings LLC, 100,000 by family member, and 3,140,000 options exercisable within 60 days | — | — . |
Options and Equity Awards (as of Dec 31, 2024)
| Series | Quantity | Status | Strike ($) | Expiration |
|---|---|---|---|---|
| Time-based option | 1,000,000 | Exercisable | 0.60 | 11/15/2025 . |
| Annual equity comp series | 800,000 | Exercisable | 12.00 | 1/1/2027 . |
| Annual equity comp series | 340,000 | Not exercisable (scheduled vest) | 12.00 | 1/1/2027; vesting noted . |
| Supplemental performance option pool | 1,000,000 | Unearned | 6.00 | 1/1/2027 . |
| Supplemental performance option pool | 2,000,000 | Unearned | 7.00 | 1/1/2027 . |
| Supplemental performance option pool | 2,000,000 | Unearned | 8.00 | 1/1/2027 . |
| Supplemental performance option pool | 10,000,000 | Unearned | 12.00 | 1/1/2027 . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement & Term | Executive Chairman Agreement effective Jan 1, 2022; initial 3-year term; auto-renew unless either party decides otherwise . |
| Base Salary | $300,000/year commencing Jan 1, 2022; may increase upon significant cash raise . |
| Annual Equity Comp | Options to purchase 1,020,000 shares at $12, vest in three equal annual instalments on Jan 1, 2023/2024/2025; 5-year term . |
| Supplemental Performance Options | Up to 6,000,000 options at strikes $6–$8 per market cap triggers; additional 500,000 at $12 for each +$1B valuation from $10B to $30B; 5-year term . |
| Incentive Compensation | 0.5% of Company gross revenue, payable annually in cash, stock and/or options . |
| Perquisites | $1,000/month car allowance; reimbursement for cell phone and reasonable business expenses . |
| Severance (initial term, termination without cause) | Lump sum equal to monthly salary × months remaining in initial term; pro rata vesting of annual equity compensation; full payment of unpaid incentive comp . |
| Post–initial term termination by Board | Full payment for all incentives and compensation for invented products . |
| Employee notice | Kohen may terminate with ≥90 days’ prior written notice . |
| Death benefit | 12 months of base salary (or remainder of year, whichever greater); all annual stock compensation, incentive comp, and supplemental bonus compensation bequeathed to beneficiaries . |
| Change-of-Control | Agreement not terminated; successor bound; all shares granted and other compensation vest and are paid immediately . |
| Clawback | Company adopted executive compensation recovery policy in 2023; recovery of erroneously awarded incentive comp for 3 fiscal years preceding a required restatement . |
Board Governance
| Aspect | Detail |
|---|---|
| Role | Director and Executive Chairman; Chairman since Nov 2012; Executive Chairman since 2016 . |
| Independence | Not independent under Nasdaq/SEC rules (along with Sokolow and Shiff) . |
| Committee Memberships | Not on standing committees (Audit, Compensation, Nominating & Corporate Governance); member of Board’s Business Strategy and Development Committee (with Sokolow and DiMattia) . |
| Board Leadership Structure | Combined Chair separate from CEO; Board reiterates benefits of separating CEO and chair roles; continues to evaluate structure . |
| Attendance | Directors (other than Ridge) attended ≥75% of Board and committee meetings in 2024; implies Kohen met attendance threshold . |
Compensation Structure Analysis
- Mix of cash vs equity: 2024 total compensation $650,640, driven by base salary and formulaic revenue-tied incentive; no stock award expense recognized in 2024; option fair value expense not recorded for Kohen in 2024; however, substantial multi-year option packages outstanding via annual equity comp and market-cap triggers .
- Shift to at-risk pay: Significant portion of upside linked to market-cap milestones (multi-tranche performance options), aligning with shareholder value creation but potentially emphasizing valuation milestones over operating metrics (revenue, EBITDA) .
- Discretionary adjustments: Kohen voluntarily disclaimed $150,000 of 2024 non-equity incentive compensation in May 2025, moderating cash payout optics .
- Clawback compliance: 2023 adoption of SEC/Nasdaq clawback policy reduces risk of paying for misstated results .
Related Party Transactions and Conflicts
- No Kohen-specific related party financings disclosed (Series A-1 preferred purchases were by Sokolow, Campi, Schmidt). Audit Committee oversees related person transactions; independence determinations considered ownership and relationships .
Risk Indicators & Red Flags
- Going concern: Auditor’s report includes explanatory paragraph regarding ability to continue as a going concern (capital needs, operating losses), raising execution and financing risk during Kohen’s leadership tenure .
- Large unearned option overhang: Extensive performance option pools (up to ~15M shares) contingent on market cap milestones could create future dilution if milestones are met; near-term expirations (e.g., 11/15/2025 for 1,000,000 options at $0.60) may create exercise-related supply pressure .
- Hedging/pledging restricted: Policy prohibits hedging and short selling; pledging allowed only with prior approval. No pledges disclosed for Kohen, which supports alignment .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes advisory vote to approve NEO compensation; recommendation FOR; specific vote outcomes not included in filing excerpt .
Performance Snapshot (Company-Level)
| Year | Compensation Actually Paid (PEO #1 Campi) ($) | Compensation Actually Paid (PEO #2 Sokolow) ($) | Avg CAP Non-PEO NEOs ($) | TSR (Value of $100) ($) | GAAP Net Income (Loss) ($) |
|---|---|---|---|---|---|
| 2024 | 195,000 | 205,709 | 451,878 | 8.29 | (35,768,144) . |
| 2023 | 150,000 | 347,537 | 379,535 | 11.43 | (39,732,656) . |
| 2022 | (1,030,710) | — | (487,253) | 21.27 | (27,035,941) . |
Management commentary highlights 7 consecutive quarterly revenue increases to Q3 2025; Q3 revenue $24M, Q2 $23M; gross margin up to 32% .
Investment Implications
- Alignment and incentives: Kohen’s cash pay is modest, with meaningful upside via large multi-year option packages tied to market-cap milestones and annual equity grants. The 0.5% of gross revenue incentive directly links cash pay to top-line progress, but without explicit EBITDA/FCF or TSR metrics, risking pay-for-scale over pay-for-profitability .
- Retention and selling pressure: Near-term option expiration (Nov 2025) and sizeable exercisable options could introduce supply pressure; however, hedging is prohibited and pledging requires approval; no pledges disclosed .
- Governance quality: As Executive Chairman and Board Chair, Kohen is not independent and does not sit on key standing committees; Board maintains CEO/Chair separation and fully independent committees, which mitigates some dual-role concerns. Attendance thresholds met .
- Execution risk: Auditor’s going concern language and multi-year net losses underline financing and profitability risk. Growth commentary (TSR decline, losses, reliance on capital raises) points to high beta on successful commercialization and B2B adoption in 2026+ .
- Signal to watch: Market-cap trigger option vesting (material dilution if achieved) and progress to positive cash flow via new product launches (e.g., turbo heater fan, ceiling fans), B2B builder/hotel deployments, and AI-driven e-commerce conversion improvements targeted into 2026 .