Sagit Manor
About Sagit Manor
Sagit Manor, 52, has served as an independent director of Tigo Energy (TYGO) since January 1, 2024. She is currently Chief Financial Officer of Nayax Ltd. (Nasdaq & TASE: NYAX) and previously held CEO/CFO roles at Nyotron Information Security and multiple finance leadership roles at VeriFone Systems, including VP Finance and Product CFO; she holds a BA in Business and Accounting from the College of Management Academic Studies . The Board affirmed her independence under Nasdaq rules in the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nyotron Information Security Ltd. | Chief Executive Officer and Chief Financial Officer | Oct 2017 – Mar 2021 | Led financing and exit per biography |
| VeriFone Systems Inc. | Multiple finance leadership roles; VP Finance & Product CFO | Nov 2006 – Oct 2017; Jan 2015 – Oct 2017 (VP Finance & Product CFO) | Product finance leadership; strategic roadmap initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nayax Ltd. (NYAX) | Chief Financial Officer | Jun 2021 – Present | Led dual-listing to Nasdaq in Sept 2022; manages finance, IR, cybersecurity |
Board Governance
- Independence: The Board determined Manor is independent under Nasdaq rules, including for committee service; she is not currently assigned to any standing committee .
- Committee assignments: None; current committee membership shows Manor is not on Audit, Compensation, or Nominating & Corporate Governance committees .
- Attendance: In FY2024, the Board held 10 meetings; Audit 6; Compensation 4; Nominating & Governance 1. No incumbent director attended fewer than 75% of Board and applicable committee meetings; directors attended the 2024 annual meeting .
- Executive sessions: The Board and each standing committee regularly meet in executive session without management .
- Hedging/pledging: Company policy prohibits hedging, monetization transactions, margin accounts, and pledging of Company securities by directors .
- Stock ownership guidelines: Non-employee directors must hold Common Stock valued at 2x annual cash retainer (i.e., $120,000 based on $60,000 retainer) within 5 years; as of April 1, 2025, directors had met the requirement or were within the five-year grace period .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Other Board Fees ($) |
|---|---|---|---|
| 2024 | 60,000 | 0 (no chair roles) | 0 (no lead independent/non-employee chair roles) |
Program structure reference:
- Board service cash retainer: $60,000 per year, paid semi-annually .
- Committee chair cash retainers (only if applicable): Audit $20,000; Compensation $15,000; Nominating & Governance $10,000 .
- Lead independent director retainer $20,000; non-employee chair retainer $20,000 (not applicable to Manor) .
Performance Compensation
| Year | RSU Grant(s) | Grant Value ($) | Vesting Terms | Performance Metrics |
|---|---|---|---|---|
| 2024 | Initial RSUs; Annual RSUs | 312,500 total (Initial $187,500 + Annual $125,000) | Initial RSUs vest in full on first anniversary of grant; Annual RSUs vest in full immediately prior to the next annual meeting | None; director equity is time-based RSUs (no TSR/financial metrics) |
Outstanding RSUs as of Dec 31, 2024: 101,626 (vest in full immediately prior to the May 2025 annual meeting) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | The Company is not aware of any related party transactions for Manor under Item 404(a) . |
Expertise & Qualifications
- Deep finance and operational expertise across payments, cybersecurity, and technology; public company CFO experience; led Nayax’s dual listing on Nasdaq .
- Technical finance leadership at VeriFone (product CFO) and CEO/CFO at Nyotron .
Equity Ownership
| As of Record Date | Common Shares Owned | Unvested RSUs | Options | Pledged/Hedged | Ownership % of Outstanding |
|---|---|---|---|---|---|
| Mar 24, 2025 | 125,000 | 101,626 | — | Prohibited by policy | 0.366% (226,626 / 61,913,939) |
Notes:
- Beneficial ownership includes 125,000 Common Shares and 101,626 RSUs; RSUs count toward beneficial ownership under SEC rules but are unvested until settlement .
- Directors must reach stock ownership guideline within five years; Manor is within that compliance period .
Insider Trades (Form 4)
| Metric | 2024-05-21 | 2025-05-20 |
|---|---|---|
| Transaction Type | A – Award (RSUs/Common Stock) | A – Award (RSUs/Common Stock) |
| Securities Transacted (shares) | 101,626 | 126,904 |
| Price | $0 (award) | $0 (award) |
| Post-Transaction Ownership (shares) | 226,626 | 353,530 |
Governance Assessment
- Alignment: Manor holds meaningful equity (125,000 Common Shares plus RSUs) with formal restrictions on hedging/pledging that reinforce alignment; stock ownership guidelines target 2x retainer by year 5 .
- Engagement: Attendance met thresholds (≥75%); however, lack of committee assignments may limit direct oversight involvement relative to peers; consider future placement on Audit or Compensation given CFO expertise .
- Independence & Conflicts: Board affirmed independence; 8-K appointment disclosure notes no Item 404 related-party transactions for Manor; this supports investor confidence in impartial oversight .
- Board structure risk: Combined CEO/Chair (Zvi Alon) persists; Board uses executive sessions to mitigate but this remains a common governance critique among investors seeking independent Board leadership .
- Director pay mix: Standard TYGO program (cash retainer + time-based RSUs). Equity is not performance-conditioned for directors, which is typical but offers limited pay-for-performance signaling at the director level .
Appendix: Program References and Board Context
- Director Compensation Program: Cash retainer $60,000; annual RSUs $125,000; initial RSUs $187,500; chair/lead independent retainers as specified .
- FY2024 meetings: Board (10), Audit (6), Compensation (4), Nominating & Governance (1); no incumbent director below 75% attendance .
- Manor biography and appointment: Independent director effective Jan 1, 2024; career summary and education; press release confirming appointment and external role at Nayax .