Dolev Rafaeli
About Dolev Rafaeli
- Vice-Chairman, President and Chief Executive Officer of STRATA Skin Sciences since October 30, 2023; age 61; holds a Ph.D. in Business Administration (Century University), MBA (Cornell, with distinction), M.Sc. Operations Management and B.Sc. Industrial Engineering and Management (Technion, both summa cum laude) .
- Prior operating record includes CEO roles at PhotoMedex (oversaw revenue growth from ~$19M to >$300M) and Radiancy; senior roles at Orbotech and Motorola .
- Pay-versus-performance disclosures show cumulative TSR declined from 37.00 in 2023 to 20.00 in 2024, while net losses were $10.83M (2023) and $10.09M (2024) .
- Serves as a director and officer (dual role): Board is chaired by an independent Chair (Dr. Uri Geiger); all Board committees are fully independent with no committee service by Dr. Rafaeli .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| PhotoMedex (Nasdaq: PHMD) | President & CEO | 2011–2017 | Oversaw sales growth from $19M to >$300M via brand, distribution, M&A and DTC go-to-market strategy . |
| Radiancy (subsidiary of PhotoMedex) | President & CEO | 2006–2017 | Expanded technology/IP and clinical applications supporting XTRAC/VTRAC portfolio . |
| Orbotech (China & Hong Kong) | General Manager | — | Senior operating leadership in Asia . |
| Motorola | Senior roles | — | Senior operating positions . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Trukera Medical (formerly TearLab) | Director | — | Current external public company board per company announcement . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $67,308 | $508,882 |
| Target Annual Bonus (%) | 75% of base salary (from 2024 onward) | 75% of base salary |
| Actual Non-Equity Incentive (Bonus) | $0 | $63,699 |
| All Other Compensation (car allowance, 401k, etc.) | $4,858 | $28,800 |
| Total Reported Compensation | $662,618 | $601,381 |
Notes:
- Employment agreement sets base salary at $500,000; 24 vacation days; auto allowance $1,250/month .
- No additional director fees for his Board service per employment agreement .
Performance Compensation
- Annual cash incentive: Target 75% of base; goals set by the Compensation Committee; actual 2024 payout $63,699 .
- Long-term equity: Inducement non-qualified options granted at hire; vest quarterly over 3 years; single-trigger acceleration on change-in-control and full vesting on termination without cause/for good reason upon release .
| Equity Award (Grant) | Granted | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| Stock Options (Inducement) | 1,745,569 shrs (pre-split) | $0.53 (pre-split) | 12 equal quarterly tranches over 3 years | 10/30/2033 |
| Outstanding Equity at FY-End (12/31/2024) | Exercisable | Unexercisable | Exercise Price | Expiry |
|---|---|---|---|---|
| Options (post reverse split) | 87,279 | 87,278 | $5.30 | 10/30/2033 |
Plan mechanics (pay-for-performance instruments):
- The 2016 Omnibus Incentive Plan supports Options, RSUs, SARs, and Performance Awards; performance goals may include company/division or individual metrics as determined by the Committee .
- Plan-level clawback applies to all awards to comply with company policy and law .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (as of 3/31/2025) | 143,156 shares; 3.95% of outstanding . |
| Basis of % | 4,171,161 shares outstanding as of 3/31/2025 . |
| Options exercisable/unexercisable (12/31/2024) | 87,279 / 87,278 at $5.30 . |
| Pledging/Hedging | Not disclosed; company maintains insider trading policy and blackout periods . |
| Ownership guidelines | Not disclosed. |
Implications:
- Quarterly vesting through October 2026 may create periodic liquidity windows; change-in-control and certain terminations accelerate vesting (potential supply overhang) .
Employment Terms
| Term | Detail |
|---|---|
| Start / Term | Start 10/31/2023; 3-year term with automatic 1-year renewals unless 90-day non-renewal notice . |
| Base / Bonus | $500,000 base; target bonus 75% of base; 2023 stub bonus formula . |
| Severance (No Cause / Good Reason) | Base salary continuation until earlier of term end or 18 months; pro-rata annual bonus; COBRA reimbursement up to 18 months; option treatment: fully vested and exercisable for remaining term per award terms . |
| Change-in-Control Cash | Lump-sum cash bonus equal to 2x base salary within 15 days of CoC (single-trigger) . |
| Equity on CoC | Inducement option fully accelerates on CoC (single-trigger); plan allows assumption or acceleration at Board discretion; RSU restrictions terminate upon CoC under plan . |
| Non-Compete / Non-Solicit | 18-month post-termination restricted period; prohibits competing in dermatology/plastic surgery in countries where the company operates; broad non-solicit (customers/employees) . |
| Clawback | Plan-level clawback/recoupment policy applies to awards . |
| Director pay | No additional compensation for serving as director . |
Board Governance
- Board leadership: Independent Chairman (Dr. Uri Geiger); CEO serves as Vice-Chairman .
- Independence: Majority independent; Audit and Compensation/Nominating-Governance Committees fully independent .
- Committee membership (2025): Audit (Allgeier, Chair; Rubinstein; Yaniv); Comp/Nom-Gov (Rubinstein, Chair; Allgeier; Yaniv). Dr. Rafaeli serves on no committees .
- Meetings: Board met 12x; Audit 7x; Comp/Nom-Gov 4x; all directors ≥75% attendance .
Director Compensation (context)
- Non-management directors receive cash/equity retainers per proxy; CEO-director receives no additional Board fees .
Say-on-Pay & Shareholder Feedback
- 2023 Annual Meeting: Say-on-Pay approved (For 24,094,572; Against 1,372,175; Abstain 22,842; Broker non-vote 4,225,530) .
- Shareholders approved annual frequency for Say-on-Pay (One year 11,807,110; Two years 55,248; Three years 13,612,361; Abstain 14,886) .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Cumulative TSR (initial $100) | 37.00 | 20.00 |
| Net Income (Loss), $ thousands | ($10,830) | ($10,086) |
Highlights and risks:
- Prior growth credentials at PhotoMedex and Radiancy; extensive medtech experience .
- Under current tenure, CAP/TSR figures reflect pressured equity value and continued net losses, indicating challenging turnaround dynamics .
Compensation Structure Analysis
- Mix shift: 2023 included a large inducement option grant; 2024 total comp down with modest cash bonus amid continued losses .
- Single-trigger CoC cash (2x base) and option acceleration are shareholder-unfriendly features that may weaken pay-for-performance alignment and could incentivize sale processes irrespective of post-deal role .
- Clawback provision is a positive governance feature .
- No tax gross-ups disclosed; perquisites are moderate (auto allowance; 401k match) .
Risk Indicators & Red Flags
- Single-trigger CoC cash bonus and single-trigger equity acceleration for CEO inducement options .
- Related party influence: Accelmed Partners is the largest shareholder (34.55%); Board Chair affiliated with Accelmed; transactions historically reviewed by Audit Committee .
- Continued net losses and declining TSR in 2024 .
- No pledging/hedging disclosure beyond standard insider trading policy; no option repricing disclosures; clawback present .
Equity Ownership & Vesting Pressure Detail
| Detail | Data |
|---|---|
| Beneficial ownership (3/31/2025) | 143,156 shares; 3.95% . |
| Unvested options at 12/31/2024 | 87,278 post-split, quarterly vesting to 10/30/2026 . |
| Exercisable options at 12/31/2024 | 87,279 post-split . |
Potential implications:
- Quarterly vesting cadence and single-trigger CoC features can create event-driven selling or hedging incentives .
Employment & Contracts (Key Economics)
| Provision | Economics |
|---|---|
| Severance (No Cause/Good Reason) | Up to 18 months salary continuation; pro-rata bonus; 18 months COBRA; option exercise through remaining term; requires release . |
| CoC Cash | 2x base salary within 15 days of CoC (single-trigger) . |
| Non-Compete | 18 months; broad geographic/sector scope (dermatology/plastic surgery) . |
| Clawback | Plan-level recoupment applies . |
Investment Implications
- Alignment: Meaningful personal equity exposure (3.95%) and substantial unvested/options-based upside align the CEO with equity appreciation; however, the single-trigger CoC cash and equity acceleration weaken alignment and introduce potential transaction bias .
- Retention risk: Moderate. Contractual severance, 18-month non-compete and significant unvested options through 2026 support retention; however, ongoing net losses and low TSR heighten execution risk .
- Trading signals: Quarterly option vests to 2026 create known supply windows; any CoC rumors could be catalytic given single-trigger payouts and equity acceleration mechanics .
- Governance: Independent Chair and fully independent committees mitigate dual-role concerns, though Chair’s Accelmed affiliation centralizes influence; Say-on-Pay support in 2023 suggests interim shareholder tolerance for turnaround plan .