For the reasons set forth in the accompanying Proxy Statement, our Board of Directors recommends that you vote ‘‘FOR’’ Proposals 1 – |
Very truly yours, Jeff Dykan Chairman of the Board of Directors Yokneam Ilit, Israel August 9, 2023 |
1. | To reelect |
2. | To approve |
To approve the |
4. | To approve the Company’s revised Compensation Policy for officers and directors, reflecting certain amendments thereto. |
5. | To authorize the Board of Directors (the “Board”) to determine whether to effect a reverse share split of the Company’s outstanding ordinary shares, par value NIS 0.25 each, and if so, to set a ratio within a range of 1-for-2 to 1-for-12, to be effective on a date to be determined by the Board; and to approve conforming amendments to the Company’s Articles of Association to reflect any such reverse share split. |
6. | Subject to the approval of Proposal 5, and if the Board determines to effect a reverse share split pursuant thereto, to approve amendments to the Company’s Articles of Association authorizing an increase in the Company’s authorized share capital. |
7. | To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, |
To approve, on an advisory basis, the Company’s executive compensation, commonly referred to as a “Say-on-Pay” vote. |
9. |
To report on the business of the Company for the year ended December 31, |
To act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof. |
For the reasons set forth in the accompanying Proxy Statement, our Board of Directors recommends that you vote ‘‘FOR’’ Proposals 1 – |
By Order of the Board of Directors, Jeff Dykan Chairman of the Board of Directors Yokneam Ilit, Israel August 9, 2023 |
2 | |
8 | |
9 | |
37 | |
39 | |
40 | |
42 | |
48 | |
51 | |
52 | |
55 | |
56 | |
A-1 | |
B-1 |
1. | To reelect |
2. | To approve |
To approve the |
4. | To approve the Company’s revised Compensation Policy for officers and directors, reflecting certain amendments thereto. |
5. | To authorize the Board to determine whether to effect a reverse share split of the Company’s outstanding ordinary shares, par value NIS 0.25 each, and if so, to set a ratio within a range of 1-for-2 to 1-for-12, to be effective on a date to be determined by the Board; and to approve conforming amendments to the Company’s Articles of Association to reflect any such reverse share split. |
6. | Subject to the approval of Proposal 5, and if the Board determines to effect a reverse share split pursuant thereto, to approve amendments to the Company’s Articles of Association authorizing an increase in the Company’s authorized share capital. |
7. | To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, |
To approve, on an advisory basis, the Company’s executive compensation, commonly referred to as a “Say-on-Pay” vote. |
9. |
To report on the business of the Company for the year ended December 31, |
To act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof. |
Q: | When and where is the Annual General Meeting of Shareholders being held? |
A: | The Meeting will be held on We intend to hold the Meeting in person. In the event it is not possible or advisable to hold the Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. |
Q: | Who can attend the Meeting? |
A: | Any shareholder of the Company may attend. Please note that space limitations make it necessary to limit attendance to shareholders. Admission will be on a first-come, first-served |
Q: | Who is entitled to vote? |
A: | Only holders of ordinary shares at the close of business on the Record Date are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote for each ordinary share owned as of the Record Date. Ordinary shares held in our treasury, which are not considered outstanding, will not be voted. On the Record Date, there were |
A: | You may vote in person. Ballots will be passed out at the Meeting to anyone who wants to vote at the Meeting. If you choose to do so, please bring the enclosed proxy card or proof of identification. If you are a shareholder of record, meaning that your shares are held directly in your name, you may vote in person at the Meeting. However, if your shares are held in “street name” (that is, though a bank, broker or other nominee), you must first obtain a signed proxy from the record holder (that is, your bank, broker or other nominee) before you vote at the Meeting. |
Q: | What is the difference between holding shares as a shareholder of record and holding shares in “street name”? Will my shares be voted if I do not provide my proxy? |
A: | Many ReWalk shareholders hold their shares in “street name,” meaning through a bank, broker or other nominee rather than directly in their own name. As explained in this Proxy Statement, there are some distinctions between shares held of record and shares owned in “street name.” |
Q: | Does ReWalk recommend I vote in advance of the Meeting? |
A: | Yes. Even if you plan to attend the Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the Meeting. |
Q: | If I vote by proxy, can I change my vote or revoke my proxy? |
A: | Yes. You may change your proxy instructions at any time prior to the vote at the Meeting. If you are a shareholder of record, you may do this by: |
Q: | How are my votes cast when I submit a proxy vote? |
A: | When you submit a proxy vote, you appoint Jeff Dykan |
Q: | What does it mean if I receive more than one proxy card from the Company? |
A: | It means that you have multiple accounts at the transfer agent or with brokers. Please sign and return all proxy cards to ensure that all of your shares are voted. |
Q: | What constitutes a quorum? |
A: | In order for us to conduct business at the Meeting, two or more shareholders must be present, in person or by proxy, representing at least 33-1/3% of the ordinary shares outstanding as of the Record Date. This is referred to as a quorum. |
Q: | What happens if a quorum is not present? |
A: | If a quorum is not present, the Meeting will be adjourned to the same day at the same time the following week, or to such day and at such time and place as the Chairman of the meeting may determine with the consent of the holders of a majority of the shares present in person or by proxy and voting on the question of adjournment. |
Q: | How will votes be counted? |
A: | Each outstanding ordinary share is entitled to one vote for each proposed resolution to be voted on at the Meeting. Our Articles of Association do not provide for cumulative voting. |
Q: | What are the requirements for approval of each of the proposals and how will votes (and discretionary voting) be handled? |
A: | The following chart details the votes required for each of the proposals, the treatment of abstentions and broker non-votes for each of the proposals, and whether the proposals permit discretionary voting. |
Proposal | Votes Required | Treatment of Abstentions and Broker Non-Votes | Broker Discretionary Voting |
Affirmative vote of a simple majority of the votes cast by shareholders in person or by proxy at the Meeting on the proposal (an “Ordinary Majority”). | Abstentions and broker non-votes will | ||
No. | |||
Proposals | Affirmative vote of an Ordinary Majority. In addition, a Special Majority, as discussed below, is required under Israeli law for approval of Proposals | Abstentions and broker non-votes will | No. |
Proposal 3: Approval of the extension of the term of the Consulting Agreement with Richner Consultants, LLC, a Delaware company owned by Randel E. Richner, a member of the Board. | Affirmative vote | Abstentions and broker non-votes will have no effect on the | No. |
Proposal 4: Approval of Restated Compensation Policy, reflecting certain amendments thereto. | Affirmative vote of an Ordinary Majority. In addition, a Special Majority, as discussed below, is required under Israeli law for approval of Proposal 4. | Abstentions and broker non-votes will have no effect on the | No. |
Proposal 5: Authorization of the Board to determine whether to effect a reverse share split of the Company’s outstanding ordinary shares, and if so, to set a ratio within a range of 1-for-2 to 1-for-12, to be effective on a date to be determined by the Board; and to approve conforming amendments to the Company’s Articles of Association to reflect any such reverse share split | Affirmative vote of an Ordinary Majority. | Abstentions and broker non-votes will | Yes. |
Proposal 6: Subject to approval of Proposal 5, and if the Board determines to effect a | Abstentions and broker non-votes will have no effect on the outcome of the vote. | Yes. | |
Proposal | Affirmative vote of an Ordinary Majority. | Yes. | |
Proposal | Affirmative vote of an Ordinary Majority. | ||
Abstentions and broker non-votes will have no effect on the | |||
No. |
Q: | How will my shares be voted if I do not provide instructions on the proxy card? |
A: | If you are the record holder of your shares and return a properly executed proxy card to us at least 24 hours before the Meeting, but do not specify on your proxy card how you want to vote your shares, your shares will be voted as to each of the proposals in accordance with the recommendation of the Board, as follows: |
Q: | Where do I find the voting results of the Meeting? |
A: | We plan to announce preliminary voting results at the Meeting. The final voting results will be reported following the Meeting on the “Investors” portion on our website at www.rewalk.com and in a Current Report on Form 8-K that we expect to file with the |
Q: | Who will bear the costs of solicitation of proxies for the Meeting? |
A: | ReWalk will bear the costs of solicitation of proxies for the Meeting. In addition to solicitation by mail, directors, officers and employees of ReWalk may solicit proxies from shareholders by telephone, in person or otherwise. Such directors, officers and employees will not receive additional compensation, but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial owners of ordinary shares held of record by them, and such custodians will be reimbursed by ReWalk for their reasonable out-of-pocket expenses. |
Q: | Who can I contact for more information or questions about the Meeting or the Proposals on the agenda for the Meeting? |
A: | For more information or questions about the Meeting or any of the Proposals on the agenda for the |
Q: | Can a shareholder express an opinion on a proposal prior to the Meeting? |
A: | In accordance with the Israel Companies Law and regulations promulgated thereunder, any ReWalk shareholder may submit a position statement on its behalf, expressing its position on an agenda item for the Meeting, to ReWalk Robotics Ltd., 3 Hatnufa Street, Floor 6, Yokneam Ilit 2069203, Israel, Attention: |
Board Diversity Matrix (As of [_], 2022) | ||||||||
Board Diversity Matrix (As of August 9, 2023) | Board Diversity Matrix (As of August 9, 2023) | |||||||
Total Number of Directors | 9 | 10 | ||||||
Female | Male | Non-Binary | Did Not Disclose Gender | Female | Male | Non-Binary | Did Not Disclose Gender | Part I: Gender Identity |
Directors | 1 | 7 | — | 1 | 1 | 9 | — | — |
Part II: Demographic Background | ||||||||
African American or Black | — | — | — | — | — | — | ||
Alaskan Native or Native American | — | — | — | — | — | — | ||
Asian | — | 1 | — | — | — | 1 | — | — |
Hispanic or Latinx | — | — | — | — | — | — | ||
Native Hawaiian or Pacific Islander | — | — | — | — | — | — | ||
White | 1 | 6 | — | 1 | 1 | 7 | — | — |
Two or More Races or Ethnicities | — | — | — | — | — | — | ||
LGBTQ+ | — | — | — | — | — | — | ||
Did Not Disclose Demographic Background | — | — | — | 1 | — | 1 | — | — |
The Audit Committee Yohanan Engelhardt Dr. John William Poduska Wayne B. Weisman |
Ordinary Shares Beneficially Owned | ||||||||
Name | Number of Shares | Percentage | ||||||
5%-or-More Beneficial Owners: | ||||||||
Lind Global Funds(1) | 9,682,729 | 16.2 | % | |||||
Named Executive Officers and Directors: | ||||||||
Larry Jasinski(2) | 313,327 | * | ||||||
Jeff Dykan(3)(4) | 150,718 | * | ||||||
Yohanan Engelhardt(5) | 80,585 | * | ||||||
Wayne B. Weisman(3)(6) | 137,020 | * | ||||||
Aryeh (Arik) Dan(7) | 81,145 | * | ||||||
Yasushi Ichiki(8) | 81,146 | * | ||||||
Randel Richner(9) | 121,385 | * | ||||||
Dr. John William Poduska(10) | 81,647 | * | ||||||
Joseph Turk(11) | 42,735 | * | ||||||
Hadar Levy(12) | 50,000 | * | ||||||
Almog Adar(13) | 50,000 | * | ||||||
Jeannine Lynch(14) | 77,808 | * | ||||||
All directors and executive officers as a group (13 persons) (15) | 1,251,017 | 2.1 | % |
Ordinary Shares Beneficially Owned | ||||||||
Name | Number of Shares | Percentage | ||||||
5%-or-More Beneficial Owners: | ||||||||
Lind Global Funds(1) | 8,147,072 | 13.0 | % | |||||
Named Executive Officers, Directors and Shareholder Nominees: | ||||||||
Larry Jasinski(2) | 165,870 | * | ||||||
Jeff Dykan(3)(4) | 75,718 | * | ||||||
Yohanan Engelhardt(5) | 30,585 | * | ||||||
Wayne B. Weisman(3)(6) | 87,020 | * | ||||||
Aryeh (Arik) Dan(7) | 31,145 | * | ||||||
Yasushi Ichiki(8) | 31,146 | * | ||||||
Randel Richner(9) | 41,385 | * | ||||||
Dr. John William Poduska(10) | 31,647 | * | ||||||
Ori Gon(11) | 58,471 | * | ||||||
Jeannine Lynch | - | - | ||||||
Joseph Turk(12) | 10,683 | - | ||||||
Hadar Levy(13) | - | - | ||||||
Ronen Grossman(13) | - | - | ||||||
All directors and executive officers as a group (11 persons) (14) | 464,950 | * |
* | Ownership of less than 1%. |
(1) | Based on a |
(2) | Consists of |
(3) | Based on Section 13(d) and 16 filings made with the SEC, consists of 40,707 ordinary shares beneficially owned by SCP Vitalife Partners II, L.P., or SCP Vitalife Partners II, a limited partnership organized in the Cayman Islands, 13,596 ordinary shares beneficially owned by SCP Vitalife Partners (Israel) II, L.P., or SCP Vitalife Partners Israel II, a limited partnership organized in Israel, and 1,571 ordinary shares currently held by the Israel Innovation Authority (formerly known as the Office of the Chief Scientist of the State of Israel), or the IIA, that Vitalife Partners Overseas, Vitalife Partners Israel and Vitalife Partners DCM have the right to acquire from IIA. SCP Vitalife II Associates, L.P., or SCP Vitalife Associates, a limited partnership organized in the Cayman Islands, is the general partner of the SCP Vitalife Partners II and SCP Vitalife Partners Israel II, and SCP Vitalife II GP, Ltd., or SCP Vitalife GP, organized in the Cayman Islands, is the general partner of SCP Vitalife Associates. As such, SCP Vitalife GP may be deemed to beneficially own the 54,303 ordinary shares beneficially owned by SCP Vitalife Partners II and SCP Vitalife Israel Partners II. Jeff Dykan and Wayne B. Weisman are the directors of SCP Vitalife GP and, as such, share voting and dispositive power over the shares held by the foregoing entities. As such, they may be deemed to beneficially own 55,874 ordinary shares, consisting of the 54,303 ordinary shares beneficially owned by SCP Vitalife GP, as well as the ordinary shares beneficially owned by each of Vitalife Partners Overseas, Vitalife Partners Israel and Vitalife Partners DCM and held by IIA. The principal business address of SCP Vitalife Partners II, SCP Vitalife Associates, SCP Vitalife GP, and Messrs. Churchill and Weisman is c/o SCP Vitalife Partners II, L.P., 1200 Liberty Ridge Drive, Suite 300, Wayne, Pennsylvania 19087. The principal business address of SCP Vitalife Partners Israel II, Vitalife Partners Israel, Vitalife Partners Overseas, Vitalife Partners DCM, Mr. Dykan and Dr. Ludomirski is c/o SCP Vitalife Partners (Israel) II, L.P., 32B Habarzel Street, Ramat Hachayal, Tel Aviv 69710, Israel. |
(4) | Consists of |
(5) | Consists of |
(6) | Consists of |
(7) | Consists of |
(8) | Consists of |
(9) | Consists of |
(10) | Consists of |
(11) | Consists of |
(12) | Consists of |
(13) | |
(14) | Consists of 77,808 ordinary shares. |
(15) | Consists of (i) |
Name | Fees Earned in Cash ($) | RSU Awards ($) | Total ($) | Fees Earned in Cash ($) | RSU Awards ($)(1) | Total ($) | ||||||||||||||||
Jeff Dykan | 63,872 | (2) | 25,832 | (1) | 89,704 | 60,901 | (2) | 50,000 | 110,901 | |||||||||||||
Aryeh (Arik) Dan | 65,081 | (3) | 25,832 | (1) | 90,913 | 51,232 | (3) | 50,000 | 101,232 | |||||||||||||
Yohanan Engelhardt | 68,677 | (4) | 25,832 | (1) | 94,509 | 66,126 | (4) | 50,000 | 116,126 | |||||||||||||
Yasushi Ichiki | 51,749 | (5) | 25,832 | (1) | 77,581 | 41,049 | (5) | 50,000 | 91,049 | |||||||||||||
Dr. John William Poduska | 69,069 | (6) | 25,832 | (1) | 94,901 | 58,693 | (6) | 50,000 | 108,693 | |||||||||||||
Randel Richner | 58,775 | (7) | 25,832 | (1) | 84,607 | 46,638 | (7) | 50,000 | 96,638 | |||||||||||||
Wayne B. Weisman | 67,071 | (8) | 25,832 | (1) | 92,903 | 63,892 | (8) | 50,000 | 113,892 | |||||||||||||
Joseph Turk | 33,242 | (9) | 50,000 | 83,242 | ||||||||||||||||||
Hadar Levy | 15,480 | (10) | 50,000 | 65,480 |
(1) | Amounts represent the aggregate grant date fair value of |
(2) | Represents |
(3) | Represents |
(4) | Represents |
(5) | Represents |
(6) | Represents |
(7) | Represents |
(8) | Represents $24,355 earned by Mr. Weisman as an annual retainer for serving as a non-employee director on the Board of Directors, a cash payment of $6,250 received in lieu of equity compensation, $16,033 for attending meetings of the Board of Directors, $4,874 for serving as a member of our audit committee and |
Represents | |
(10) | Represents $9,750 earned by Mr. Levy as an annual retainer for serving as a non-employee director on the Board of Directors and $5,730 for attending meetings of the Board of Directors. |
Name | Number of Shares | |||
Jeff Dykan | (1) | |||
Aryeh (Arik) Dan | ||||
Yohanan Engelhardt | ||||
Yasushi Ichiki | ||||
Dr. John William Poduska | ||||
Randel Richner | ||||
Wayne B. Weisman | (2) | |||
Joseph Turk | 21,368 | |||
Hadar Levy | 37,500 |
(1) | See “Security Ownership of Certain Beneficial Owners and Management” above for further information on Mr. Dykan’s holdings in our ordinary shares. |
(2) | See “Security Ownership of Certain Beneficial Owners and Management” above for further information on Mr. Weisman’s holdings in our ordinary shares. |
Name | Age | Position | ||
Larry Jasinski | 65 | Chief Executive Officer and Director | ||
Chief Financial Officer | ||||
Jeannine Lynch | 58 | Vice President of Market Access and Strategy | ||
Almog Adar | 39 | Vice President of Finance |
Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||||
Larry Jasinski, Chief Executive Officer and Director(4) | 2021 | 400,196 | 248,327 | 279,000 | (5) | — | — | 927,533 | |||||||||||||||||||
2020 | 391,400 | 164,388 | 498,000 | (6) | — | — | 1,053,788 | ||||||||||||||||||||
Ori Gon, Former Chief Financial Officer(7). (8) | 2021 | 209,609 | 64,859 | 126,750 | (9) | — | 79,972 | (10) | 481,190 | ||||||||||||||||||
2020 | 191,687 | 40,451 | 222,400 | (11) | __ | 71,278 | (12) | 525,816 | |||||||||||||||||||
Jeannine Lynch, Vice President of Market Access and Strategy (13) | 2021 | 107,897 | 98,560 | 175,000 | (14) | — | — | 381,457 |
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation($)(3) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||
Larry Jasinski, Chief Executive Officer and Director | 2022 | 419,253 | — | 200,000 | 234,782 | — | 854,035 | ||||||||||||||||||||
2021 | 400,196 | — | 279,000 | 248,327 | — | 927,523 | |||||||||||||||||||||
Almog Adar, Vice President of Finance (4) (5) | 2022 | 152,153 | 28,760 | 100,000 | 30,916 | 66,931 | (5) | 378,760 | |||||||||||||||||||
Jeannine Lynch, Vice President of Market Access and Strategy | 2022 | 332,800 | — | 137,500 | 93,184 | — | 563,484 | ||||||||||||||||||||
2021 | 107,897 | — | 175,000 | 98,560 | — | 381,457 |
(1) | Amount represents a retention bonus paid to |
(2) | Amounts represent the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic |
(3) | Amounts |
(4) | Mr. |
(5) | |
The amounts set forth for Mr. | |
Consists of | |
Name and Principal Position | Salary ($) | Non-Equity Incentive Plan ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation($)(2) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||||||||
Miri Pariente, Vice President of Operations, Regulatory and Quality | |||||||||||||||||||||||||||||||||||||||||||||
187,807 | 41,950 | 72,085 | (5) | — | 91,989 | (6) | 393,831 | 191,714 | 125,000 | 50,487 | 92,897 | (4) | 460,098 | ||||||||||||||||||||||||||||||||
David Hexner, Vice President of Research and Development(4). | |||||||||||||||||||||||||||||||||||||||||||||
144,124 | 32,626 | 12,675 | (5) | — | 67,299) | (6) | 256,724 | ||||||||||||||||||||||||||||||||||||||
Mike Lawless, Chief Financial Officer (5) | |||||||||||||||||||||||||||||||||||||||||||||
86,538 | 201,375 | 23,704 | — | 311,617 |
(1) | |
Amounts represent the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic | |
(2) | Amounts represent the annual bonuses paid with respect to achievement of |
(3) | |
The amounts set forth for each of Ms. Pariente | |
Consists of | |
Option Awards | Stock Awards | Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||
Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(2)($) | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(2) ($) | |||||||||||||||||||||||
Larry Jasinski | 5/1/2012 | (3) | 6,619 | — | 32.93 | 5/1/2022 | |||||||||||||||||||||||||||||||
5/10/2012 | (4) | 3,308 | — | 32.93 | 5/10/2022 | ||||||||||||||||||||||||||||||||
12/24/2013 | (5) | 5,641 | — | 37.14 | 12/24/2023 | 12/24/2013 | (3) | 5,641 | — | 37.14 | 12/24/2023 | ||||||||||||||||||||||||||
6/27/2017 | (6) | 5,000 | 52.50 | 6/27/2027 | 6/27/2017 | (4) | 5,000 | — | 52.50 | 6/27/2027 | |||||||||||||||||||||||||||
5/3/2018 | (7) | 7,655 | 1,094 | 26.88 | 5/3/2028 | 5/3/2018 | (5) | 8,749 | — | 26.88 | 5/3/2028 | ||||||||||||||||||||||||||
3/27/2019 | (8) | 8,542 | 3,883 | 5.37 | 3/27/2029 | 3/27/2019 | (6) | 12,425 | 777 | 5.37 | 3/27/2029 | ||||||||||||||||||||||||||
5/3/2018 | (9) | 438 | 539 | 3/27/2019 | (7) | 622 | 473 | ||||||||||||||||||||||||||||||
3/27/2019 | (10) | 1,243 | 1,529 | 6/18/2020 | (8) | 150,000 | 114,000 | ||||||||||||||||||||||||||||||
6/18/2020 | (11) | 225,000 | 276,250 | 6/18/2021 | (9) | 112,500 | 85,500 | ||||||||||||||||||||||||||||||
5/21/2021 | (12) | 150,000 | 184,500 | 8/2/2022 | (10) | 200,000 | 152,000 | ||||||||||||||||||||||||||||||
Ori Gon | 2/22/2018 | (13) | 3,619 | 242 | 28.75 | 2/22/2028 | |||||||||||||||||||||||||||||||
Jeannine Lynch | 8/31/2022 | (11) | 93,750 | 71,250 | |||||||||||||||||||||||||||||||||
5/3/2018 | (7) | 2,296 | 329 | 27.11 | 5/3/2028 | 8/2/2022 | (12) | 137,500 | 104,500 | ||||||||||||||||||||||||||||
2/22/2018 | (15) | 179 | 220 | ||||||||||||||||||||||||||||||||||
Almog Adar | 7/02/2020 | (13) | 12,500 | 9,500 | |||||||||||||||||||||||||||||||||
5/03/2018 | (9) | 132 | 162 | 6/30/2021 | (14) | 9,375 | 7,125 | ||||||||||||||||||||||||||||||
6/1/2019 | (15) | 1,500 | 1,845 | 8/2/2022 | (15) | 100,000 | 76,000 | ||||||||||||||||||||||||||||||
7/2/2020 | (16) | 112,500 | 138,375 | ||||||||||||||||||||||||||||||||||
6/30/2021 | (17) | 75,000 | 92,250 | ||||||||||||||||||||||||||||||||||
Jeannine Lynch | 8/31/2021 | (18) | 125,000 | 153,750 |
(1) | Represents grant dates of the stock option and RSU awards. |
(2) | The amount listed in this column represents the product of the closing market price of the Company’s ordinary shares as of December 31, |
(3) |
(4) |
(5) |
(6) |
(12) | ¼th of |
(13) | ¼th of the restricted stock units vest on an annual basis commencing on July 2, |
Year | Summary Compensation Table Total for PEO ($)1 | Compensation Actually Paid to PEO 2 ($) | Average Summary Compensation Table Total for Non-PEO NEOs3 ($) | Average Compensation Actually Paid to Non-PEO NEOs4 ($) | Value of Initial Fixed $100 Investment based on TSR ($)4 | Net Income ($ Millions)5 |
2022 | 854,035 | 642,557 | 471,122 | 410,609 | 57.58 | (19.6) |
2021 | 927,523 | 847,998 | 431,324 | 405,573 | 93.18 | (12.7) |
2021 | 2022 |
Ori Gon | Jeannine Lynch |
Jeannine Lynch | Almog Adar |
Year | Summary Compensation Table Total for PEO ($) | Summary Compensation Table Value of Equity Awards for PEO ($)(a) | Equity Award Adjustments for PEO ($)(b) | Compensation Actually Paid to PEO ($) |
2022 | 854,035 | (200,000) | (11,478) | 642,557 |
2021 | 927,523 | (279,000) | 199,475 | 847,998 |
Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) |
2022 | 152,020 | (123,950) | — | (39,548) | — | (11,478) |
2021 | 184,500 | (20,910) | — | 35,885 | — | 199,475 |
Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Summary Compensation Table Value of Equity Awards for Non-PEO NEOs ($)(a) | Equity Award Adjustments for Non-PEO NEOs ($)(b) | Average Compensation Actually Paid to Non-PEO NEOs ($) |
2022 | 471,122 | (118,750) | 58,236 | 410,609 |
2021 | 431,324 | (150,875) | 125,124 | 405,573 |
(a) | The amounts reported in this column represent the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. |
(b) | The equity award adjustments for each fiscal year include the amounts noted in footnote 2(b). The amounts deducted or added in calculating the Inclusion of Equity Values are as follows |
Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) |
2022 | 90,262 | (27,166) | — | (4,860) | — | 58,236 |
2021 | 123,000 | (5,168) | — | 7,292 | — | 125,124 |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)(2) | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)(3) | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | ||||||||||||||||||
Equity compensation plans approved by security holders | 1,418,116 | $ | 1.67 | 233,957 | 2,799,051 | (1) | $ | 0.65 | (2) | 2,934,679 | (3) | |||||||||||||
Equity compensation plans not approved by security holders | — | — | — | 225,000 | (4) | — | — | |||||||||||||||||
Total | 1,418,116 | $ | 1.67 | 233,957 | 3,024,051 | (4) | $ | 0.65 | 2,934,679 |
(1) | Represents shares issuable under our (i) 2014 Plan upon exercise of options outstanding to purchase |
(2) | The |
(3) | Represents shares available for future issuance under our 2014 Plan. |
(4) | Represents an inducement grant of RSUs made to Michael Lawless on September 19, 2022. |
1. | a simple majority of shares voted at the Meeting excluding the shares of controlling shareholders, if any, and of shareholders who have a personal interest in the approval of the applicable resolution, be voted “FOR” the resolution; or |
2. | the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the approval of the resolution voted against approval of the applicable resolution does not exceed two percent of the outstanding voting power in the Company. |
2020 | 2021 | 2021 | 2022 | |||||||||||||
($ in thousands) | ($ in thousands) | |||||||||||||||
Audit Fees(1) | $ | 295 | $ | 275 | $ | 275 | $ | 245 | ||||||||
Audit-Related Fees(2) | $ | 10 | $ | - | $ | - | $ | 6 | ||||||||
Tax Fees(3) | $ | 17 | $ | 17 | $ | 17 | $ | 14 | ||||||||
All Other Fees(4) | $ | 3 | $ | 3 | $ | 3 | $ | 4 | ||||||||
Total: | $ | 325 | $ | 295 | $ | 295 | $ | 269 |
(1) | “Audit fees” include fees for services performed by our independent public accounting firm in connection with our annual audit for |
(2) | “Audit-related fees” relate to assurance and associated services that are traditionally performed by an independent auditor, including accounting consultation and consultation concerning financial accounting, reporting standards and due diligence. |
(3) | “Tax fees” include fees for professional services rendered by our independent registered public accounting firm for tax compliance, transfer pricing and tax advice on actual or contemplated transactions. |
(4) | “All other fees” include fees for services rendered by our independent registered public accounting firm with respect to government incentives and other matters. |
By Order of the Board of Directors, Jeff Dykan Chairman of the Board of Directors |
1. SCOPE AND NATURE OF SERVICES. Richner Consultants has agreed to provide Company with the following advisory services: |
1. Strategic advisory consultation on CMS activities; specific review and editing of CMS submission; review and editing of the company dossier for insurers; coordinating and establishing lobbying efforts with government; review and support with private payers; review and support with VA interaction and other reimbursement related matters as designated and agreed to with the CEO, including international reimbursement activities as needed. |
2. COMPENSATION. In consideration of the Services to be provided by Richner Consultants under the terms of this Agreement and in the Consulting Engagement, and unless otherwise agreed to in the Consulting Engagement, Company will pay Richner Consultants at a rate of $425 per hour for all hours worked by Richner Consultants specifically and directly related to the performance of the Services agreed to by the parties in the Consulting Engagement. The engagement is capped at a maximum of 282 total hours or $119,850.00. |
5. TERM/TERMINATION. This Agreement shall commence on the Effective Date and shall terminate on December 31, 2023 or upon completion of the last Consulting Engagement entered into by the parties prior to December 31, 2023, whichever last occurs, provided, however, that no Consulting Engagement shall have a completion date later than March 31, 2024 unless otherwise agreed to by the parties in writing. In addition, either party may cancel this Agreement for cause due to the default of the other party in performing any obligations of that party under this Agreement or a Consulting Engagement. This Agreement and all outstanding Consulting Engagements will be deemed terminated upon the expiration of seven days from the date of delivery to the other party of written notice specifically stating the intention of the party to terminate for cause and specifying the default, unless the other party cures the default within the seven days or else if the default is not the type that can be corrected within seven days, the other party commences the correction within seven days and thereafter uses best efforts to correct the default as expeditiously as possible. Termination does not affect the rights and obligations of the parties existing as of the date of termination. |
6. CONFIDENTIAL INFORMATION. 6.1. “Confidential Information” means (a) any information which is disclosed by Company to Richner Consultants, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, all (i) research, developments, ideas, inventions, processes, formulas, technologies, techniques, specifications, designs, drawings, engineering information, hardware configuration information, algorithms, software, source code, product plans, patent applications and other information regarding Company's products, services and markets therefor; (ii) pre- clinical testing and clinical trial data and results, and all documents, records, materials and information relating thereto, including, without limitation, protocols, investigator brochures, training manuals, procedures, charts, x-rays, angiograms, photographs, images, specimens, and all other documents, reports, forms, records, materials, visual representations and information pertaining to any data or results from such pre-clinical testing or clinical trials; (iii) business processes and relationship information, lists and identities of past, current and prospective customers, suppliers, vendors, consultants and advisors, business plans, marketing plans, market data, finances, financial analysis, forecasts and other business information; and (iv) any technical information, trade secrets or know-how of the Company, and any information relating to the actual or anticipated products, services, business or research and development of the Company shall be considered Confidential Information whether or not disclosed orally or in writing or labeled or identified as “Confidential” at the time of disclosure (collectively, the “Disclosed Materials”); and (b) any information otherwise obtained, directly or indirectly, by Richner Consultants through inspection, review or analysis of the Disclosed Materials, or prepared or generated in whole or in part by Richner Consultants using the Disclosed Materials. Confidential Information may also include information of a third party that is in the possession of Company and is disclosed to Richner Consultants under this Agreement. Confidential Information shall not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by Company; (ii) becomes publicly known and made generally available after disclosure by Company to Richner Consultants through no action or inaction of Richner Consultants; (iii) is already in the possession of Richner Consultants, without confidentiality restrictions, at the time of disclosure by Company as shown by Richner Consultants’ files and records immediately prior to the time of disclosure; or (iv) is independently developed by Richner Consultants without the use of or reference to the Confidential Information of Company, as evidenced by Richner Consultants’ contemporaneous written records. |
6.2. | Maintenance of Confidentiality. Richner Consultants agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Company. Without limiting the foregoing, Richner Consultants shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care (including, without limitation, all precautions the Richner Consultants employs with respect to its own Confidential Information). Richner Consultants shall ensure that its employees and affiliates who have access to Company’s Confidential Information have signed a non-use and non-disclosure agreement in content at least as protective of such Confidential Information as the provisions of this Agreement prior to any disclosure of such Confidential Information to such employees or affiliate, and will be responsible for any unauthorized use or disclosure of such Confidential Information by any such employees or affiliates. Richner Consultants shall not make any copies of Company’s Confidential Information except upon Company’s prior written approval. Richner Consultants shall reproduce Company’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. Richner Consultants shall promptly notify Company of any use or disclosure of such Confidential Information in violation of this Agreement of which Richner Consultants becomes aware. |
7. INDEPENDENT CONTRACTOR STATUS. In providing the Services to Company under this Agreement, Richner Consultants will be an independent contractor and not an employee or agent of Company and will not have any authority to make any binding commitments on behalf of Company. All compensation paid to Richner Consultants hereunder shall be paid without deductions of withholdings of any federal, state or local taxes, and Richner Consultants shall be solely responsible for all federal, state and local taxes due in respect thereof and all other deductions as may be required by law. Richner Consultants agrees to comply with all applicable federal, state and local laws governing self-employed individuals, and agrees to indemnify and defend Company against any and all taxes, fines, penalties and interest related thereto. |
8. MISCELLANEOUS PROVISIONS. |
8.1. Integration, Modification and Waiver. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior understandings of the parties. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by the parties. No waiver of any of the provisions of this Agreement or any right or remedy of any party hereunder will be deemed to be or will constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver. |
8.2. Severability. If any provision of this Agreement or the application of any provision of this Agreement to any party or circumstance is, to any extent, adjudged invalid or unenforceable, the application of the remainder of such provision to such party or circumstance, the application of such provision to other parties or circumstances, and the application of the remainder of this Agreement, will not be affected thereby. |
8.3. Governing Law. This Agreement will be governed by and construed and enforced in accordance with the Laws of the State of New York, without giving effect to any choice of Law or conflict of Law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of New York. |
8.4. No Assignment. Neither party may assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other party. |
8.5. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed to have been duly given (a) when delivered in person, (b) when dispatched by electronic facsimile transfer (with a confirmation report that the transmission was successful), (c) one (1) business day after having been dispatched by a nationally recognized overnight courier service or (d) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, to the appropriate party at the address or facsimile number specified below: |
8.6. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic mail (as a portable document format (PDF) file or otherwise) will be effective as delivery of a manually executed counterpart of this Agreement. |
ReWalk Robotics Ltd. By: __________________________________ Name: Larry Jasinski Title: CEO Date signed: _________________________ | RICHNER CONSULTANTS, LLC By: __________________________________ Name: Randel Richner Title: President Date signed: _________________________ |
1. Strategic review of CMS activities; specific review and editing of CMS submission; review and editing of the company dossier for insurers; coordinating and establishing lobbying efforts with government and trade associations; review and support with private payers; review and support with VA interaction and other reimbursement related matters as designated and agreed to with the CEO including international reimbursement consultation as needed. |
2. Method of compensation to be paid by ReWalk Robotics Ltd.: |
a. Hourly rate (not to exceed $425.00/hr.): Cap of 282 hours ($119,850) |
3. Commencement date of engagement: January 1, 2023 |
4. Completion date of engagement: December 31, 2023 |
5. Expenses authorized to be incurred for this consulting engagement: As approved by the CEO |
REWALK ROBOTICS LTD. By: __________________________________ Name: Title: Date signed: _________________________ | RICHNER CONSULTANTS, LLC By: __________________________________ Name: Randel Richner Title: President Date signed: _________________________ |
2.1 | Pay for performance |
2.2 | Risk management |
4.1 | A competitive base salary is essential to ReWalk's ability to attract and retain highly skilled professionals in the long term. The base salary will vary between Executive Officers, and will be individually determined according to their performance, educational background, prior business experiences, aptitude, qualifications, role, personal responsibilities and taking into account external salary benchmarking for the specific role using a peer-group of companies. Therefore, ReWalk seeks to establish such base salary which will allow it to compete for, and retain, senior executive talent worldwide. To that end, the peer-group companies will be selected and approved by ReWalk's compensation committee, according to part or all of the following characteristics: |
4.2 | In the event that the services of the Executive Officer are provided via a personal management company and not by the Executive Officer directly as an employee of ReWalk, the fees paid to such personal management company shall reflect, to the extent determined by ReWalk in the applicable service agreement, the base salary and the benefits and perquisites (plus applicable taxes such as Value Added Tax), in accordance with the guidelines of the Compensation Policy. |
4.3 | In addition, Executive Officers may be awarded a fixed one-time cash payment upon recruitment or promotion. |
4.4 | Notwithstanding any other provision of this Compensation Policy, the CEO may approve an amendment to the terms of service or employment (whether fixed or variable) of any Executive Officer reporting to him or her who is not also a member of the Board, provided that (i) such amendment is not material, (ii) such amendment is consistent with the provisions of this Compensation Policy, and (iii) the aggregate effect of such amendment during the term of this Policy does not exceed three (3) months of such Executive Officer’s salary for the applicable year. Such an amendment so approved by the CEO in accordance with this Section shall be reported by the CEO to the Compensation Committee at its first meeting following such approval, and shall be in compliance with this Compensation Policy. |
5.1 | Benefits and perquisites which are required or facilitated under local laws or customary in the relevant jurisdiction may include, inter alia, the following: |
5.1.1 | Vacation of up to 30 days per annum (which, subject to the Company’s then-current policies) may be aggregated and carried over from one year to another in case not used); |
5.1.2 | Sick days of up to 30 days per annum (or as required by law) (which, subject to the Company’s then-current policies) may be aggregated and carried over from one year to another in case not used); |
5.1.3 | Annual convalescence pay as required by law; |
5.1.4 | Payments to pension funds or other types of pension schemes (e.g., managers' insurance programs, 401K plans in the U.S.); |
5.1.5 | Disability insurance; |
5.1.6 | Payments to an advanced study fund as afforded by law; |
5.1.7 | Housing (in relevant markets); |
5.1.8 | Travel and/or car allowances and/or company car; |
5.1.9 | Health coverage plans and medical expenses; and |
5.1.10 | Relocation costs for Executive Officers (and their families) relocated by ReWalk. |
5.2 | Such benefits and perquisites may vary depending on geographic location and other circumstances. |
5.3 | In certain countries, the above benefits will be increased (when applicable) to meet statutory minimum levels. |
5.4 | Additional benefits intend to complement cash compensation and offer non-monetary rewards to the Executive Officers, and may include, inter alia, the following benefits: |
5.4.1 | Company cellular phone and related expenses; |
5.4.2 | Communication equipment and related expenses; |
5.4.3 | Company car and related expenses; |
5.4.4 | Education allowances; and |
5.4.5 | Subscriptions to relevant literature. |
5A.1 | ReWalk or an applicable affiliate shall be entitled, subject to the approval of the corporate bodies required under applicable law, to offer an Executive Officer a signing bonus, a retention bonus, or a bonus for relocation. |
5A.2 | In the event of hiring a new Executive Officer, the Compensation Committee and the Board may elect to pay a signing bonus. The maximum cash signing bonus payable to an Executive Officer shall not exceed twelve (12) months of such Executive Officer’s salary. |
5A.3 | A bonus for relocation may be granted in the event an Executive Officer is relocated to a different country or state in order to work for ReWalk or any of its affiliates. The total bonus for relocation will not exceed the sum of the employer’s cost for twelve (12) months of such Executive Officer’s salary and additional or related benefits in each case for the relevant year and may be paid in cash or as share-based compensation, at the discretion of the Compensation Committee and the Board. The above limitation excludes any reimbursement of expenses incurred by the Executive Officer in connection with such relocation as set forth in Section 5.1.10. above. |
5A.4. | The total retention bonus shall not exceed the sum of the employer’s cost for twelve (12) months of such Executive Officer’s salary and additional or related benefits for the relevant year. |
6.1 | Advance notice - advance notice upon termination of employment for a certain period of time, which in any case will not exceed a term of 12 months. During such period of time, the Executive Officer may be required to continue his employment with ReWalk. ReWalk and its affiliates shall be entitled to waive the services of an Executive Officer during the advance notice period, in whole or in part, provided that it continues to make all of the payments and provide all benefits such Executive Officer is entitled to under his or her employment or service agreement and applicable law. Alternatively, ReWalk and its affiliates shall be entitled to terminate such Executive Officer’s employment or service without advance notice, provided however, that ReWalk or the appliable affiliate may pay the Executive Officer on the date of the termination of his or her employment or service payments equal to the payments he or she is owed in lieu of the advance notice period (and, without limitation salary, vacation days and all payments and benefits he or she is due under the relevant employment or service agreement and applicable law). |
6.2 | Severance pay - as required or facilitated under local laws in the relevant jurisdiction. |
6.3 | Transition period - Executive Officers may receive up to 12 months of base salary and benefits (i.e., excluding cash bonuses and Equity-based Awards as defined herein), taking into account the period of service or employment of the Executive Officer, his/her service and employment conditions in the course of such period, ReWalk's performance during such period, the contribution of the Executive Officer to the achievement of ReWalk's targets and profits and the circumstances of the termination of employment. ReWalk may condition the payment of such amounts in meeting certain non-compete provisions. |
6.4 | Health insurance for U.S. or Other Executive Officers - payment for up to 12 months of post-termination health insurance upon termination of employment. |
7.1 | CEO |
7.1.1 | The cash bonus will be based on achievement of milestones and targets and the measurable results of the Company, as may be compared to our budget and work plan for the relevant year (the “Financial Objectives”), and market development and product development objectives as determined by the Board on an annual basis (the “Business Objectives”). Such measurable criteria will initially be determined on or about the commencement of each fiscal year by the Compensation Committee and by the Board, and may include (but are not limited to) the following factors: |
7.1.2 | A portion of the cash bonus may be granted based on the evaluation of CEO's overall performance by the Compensation Committee and the Board. |
7.1.3 | The annual cash bonus of the CEO shall not exceed in any given year 250% of the CEO's annual base salary. |
7.1.4 | Notwithstanding anything to the contrary in this Compensation Policy, in respect of the CEO any portion of any bonus as set forth in the Compensation Policy that is not based on measurable criteria (such as under Section 7.1.2 above) or that is discretionary, together with all other discretionary components of the CEO’s total bonus payments, to the extent there are such components, shall not exceed three (3) months’ base salary. |
7.2 | Non-sales Executive Officers |
7.2.1 | The cash bonus will be based on: |
7.2.2 | A portion of the cash bonus may be granted subject to the recommendation of the CEO of ReWalk, based on the evaluation of the Executive Officer's overall performance, and subject to the approval of the Compensation Committee and the Board. |
7.2.3 | The annual bonus for the non-sales Executive Officers will not exceed in any given year 200% of the Executive Officer's annual base salary. |
7.2.4 | As part of the variable compensation component of any Executive Officer reporting to the CEO, the CEO may approve a bonus that is not based on measurable criteria, which shall not exceed three (3) months of such Executive Officer’s base salary for the applicable year. Such a bonus shall be reported by the CEO to the Compensation Committee at its first meeting following such approval by the CEO. |
7.3 | Sales Executive Officer |
7.3.1 | The overall compensation of the sales Executive Officers is specifically designed to motivate their performance. Therefore, the variable element of their compensation (with an emphasis on commission bonuses they receive, as will be defined below) is relatively larger when compared to the variable element of other Executive Officers' compensation, whereas the fixed element of their compensation is smaller. |
7.3.2 | Executive Officer’s targets will be set at the beginning of each year (the “Sales Targets”). Achieving up to 100% of Sales Targets may correspond to up to 100% of the annual base salary of the sales Executive Officer. |
7.3.3 | A portion of the cash bonus of the sales Executive Officer may be granted subject to the recommendation of the CEO of ReWalk, based on the evaluation of the Executive Officer's overall performance and subject to the approval of the Compensation Committee and the Board. |
7.3.4 | The annual cash bonus for the sales Executive Officers will not exceed in any given year 200% of the Executive Officer's annual base salary. |
7.3.5 | In the event that all or part of the Sales Targets that were the basis for the payment of the cash bonus were not collected, the excess bonus corresponding to the amount of such uncollected Sales Targets may be deducted from a future payment of a cash bonus. |
7.3.6 | As part of the variable compensation component of any Executive Officer reporting to the CEO, the CEO may approve a bonus that is not based on measurable criteria that shall not exceed three (3) months of such Executive Officer’s base salary for the applicable year. Such a bonus shall be reported by the CEO to the Compensation Committee at its first meeting following such approval by the CEO. |
7.4 | Adjustment of Targets and Goals The Compensation Committee and the Board may approve certain adjustments to the Financial Objectives, Business Objectives, Sales Targets and KPIs that were set at the beginning of the year in the event of material changes in the business environment of ReWalk, such as a re-organization of ReWalk, mergers, acquisitions, asset and/or business transfers, and/or material changes to the global business environment in which ReWalk operates. |
7.5 | Bonus for an extraordinary transaction or effort Subject to applicable law, in addition to the bonus payout formulas above, when an extraordinary transaction or effort is expected to take place (e.g., a public offering, a merger, an acquisition, a spin-off, a specific task), and subject to the approval of the Compensation Committee and the Board, a special bonus may be determined with respect to all or some of the Executive Officers, provided such special bonus does not exceed 25% of the Executive Officer's annual base salary. |
7.6 | Payout in cash or equity-based compensation The Compensation Committee and the Board will have full discretion to convert a portion of an Executive Officer's annual cash bonus, in lieu of cash, into Equity-based awards and to specify their vesting (and other) terms. |
7.7 | Partial Bonus Payout Subject to the conditions and limitations of this Section 7, an Executive Officer that is employed or provides services to ReWalk for only a portion of any year may be entitled to receive the pro-rata portion of any bonus described above, which will be calculated relatively to the period during which the Executive Officer was employed or provided services to ReWalk out of the entire calendar year. |
8.1 | Subject to applicable law, the Board of Directors and the Compensation Committee are authorized, at their discretion and beyond the annual bonuses and any other reward described in this policy, to grant special bonuses reflecting special efforts or exceptional achievements of Office Holders. The special bonus shall not exceed three (3) monthly salaries for any Office Holder. Special bonuses will be paid in cash unless the Compensation Committee and the Board of Directors decide that there are special circumstances, as specified in their resolutions, for the payment of a special bonus by way of shares of the Company or by way of convertible securities or securities exercisable into shares of the Company, in which case the provisions of Section 7.6 shall apply, mutatis mutandis. |
8.2 | If special bonuses are granted in accordance with this Section 8, the Board of Directors and the Compensation Committee shall set the vesting terms of such Special Bonuses, and such vesting terms shall not need to conform with the vesting periods set forth for Equity-based Awards granted in accordance with Section 9. |
9.1 | Executive Officers' Equity-Based Awards |
9.1.1 | Equity-Based Awards may be granted upon recruitment of an Executive Officer or from time to time, and while taking into consideration, inter alia, the educational background, prior business experiences, aptitude, qualifications, role, and personal responsibilities of the Executive Officer. |
9.1.2 | The Equity-Based Awards which may be granted to an Executive Officer, will not exceed in value (based on accepted valuation methods), on the date of grant, per vesting annum (calculated on a linear basis), the following amounts: |
However, the aforementioned restriction will not include a cash bonus which was converted into Equity-based Awards as described above. |
9.1.3 | The Compensation Committee and the Board also considered setting a cap on value for Equity-based Awards at the time of exercise and concluded that this would not be advisable for ReWalk. |
9.1.4 | Such Equity-based Awards shall vest over a minimum total period of three years, in one or more installments during such period; provided, however, that the Board may resolve, under certain circumstances, that the vesting period of any Equity-Based Awards shall be shorter than three years. |
9.1.5 | Equity-based Awards will expire within up to 10 years as of their grant date. |
9.1.6 | Equity-based Awards in the form of share options will have an exercise price which is not lower than the fair market value of ReWalk's share on the date of grant. |
9.2 | Acceleration of Equity-based Awards Subject to Section 10, upon the occurrence of certain events, such as a change of control or other corporate transaction (as defined in the applicable equity incentive plan), the vesting of up to 100% of the unvested Equity-based Awards granted to an Executive Officer may be accelerated. Acceleration of Equity-based Awards may also apply upon certain events of termination of employment or services for any reason, including upon retirement, all in accordance with the terms of the applicable equity incentive plan of ReWalk. For the purpose of the caps set forth in this Compensation Policy, such acceleration shall not change the calculation of the linear annual value of the equity as was determined on the date of grant of such equity awards. |
10.1 | Upon a “change of control” (as shall be determined by the Board), and in addition to any other payments set forth in this Compensation Policy with respect to cessation of service with the applicable Executive Officer, if the Executive Officer is thereafter terminated within one year of such change of control, the terminated Executive Officer shall be entitled to the following severance: (i) the CEO shall be entitled to severance in the form of 18 months’ salary, and the CEO’s bonus, and (ii) any Executive Officer other than the CEO shall be entitled to severance in the form of 12 months’ salary, and such executive’s bonus. |
11.1 | We believe that the Compensation Policy must motivate our Executive Officers to drive ReWalk's business and financial results and is designed to reward significantly on sustainable performance over the long term. Accordingly, the structure of ReWalk's Compensation Policy is established to tie the compensation of each Executive Officer to ReWalk's financial and strategic achievements and to enhance the alignment between the Executive Officers' interests with the long-term interests of ReWalk and its stakeholders. |
11.2 | With the above considerations in mind, ReWalk will target a ratio between the fixed compensation (base salary) and the variable compensation (cash Bonus; Equity-based Awards) of up to 1:7.5 for CEO and 1:6 for other Executive Officers. |
11.3 | The ratio above expresses the targeted range in the event that all performance measures are achieved at target levels. |
12.1 | In the process of composing this Compensation Policy, the Compensation Committee and the Board have examined the ratio between overall compensation of the Executive Officers and the average and median salary of the other employees of ReWalk (including agency contractors, if any) (the “Internal Ratio”). |
12.2 | The possible ramifications of the Internal Ratio on the work environment in ReWalk were examined and will be periodically reviewed by the Compensation Committee and the Board in order to ensure that levels of executive compensation, as compared to the overall workforce, will not have a negative impact on work relations in ReWalk. |
13.1 | Compensation of non-executive directors The non-executive members of ReWalk's Board may (and, in the case of external directors, shall) be entitled to remuneration and refund of expenses according to the provisions of the Companies Regulations (Rules on Remuneration and Expenses of Outside Directors), 2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Share Exchange Outside of Israel), 2000, as such regulations may be amended from time to time. In addition, the non-executive members of ReWalk's Board may be eligible to participate in ReWalk’s equity plans. Such Equity-based Awards will not exceed in value (based on accepted valuation methods), on the date of grant, $500,000, per vesting annum (calculated on a linear basis). Equity-based awards will vest over a period of not less than 1 year. The Compensation Committee will have full discretion to resolve that, in order to preserve the Company’s cash, remuneration of a non-executive member of ReWalk's Board shall be in the form of Equity-based Awards instead of cash. Equity-based Awards will be payable in the first instance in restricted share units (RSUs), but may also be payable, at the full discretion of the Compensation Committee, in cash, based on a formula to be determined and with such payment provisions as shall result in the equivalent effect of vesting of RSUs, in order to preserve the equity available for incentives. The provisions of Section 9.2 above regarding acceleration of vesting will apply, mutatis mutandis, to Equity-based Awards granted to non-executive members of ReWalk's Board. |
14.1 | Exculpation ReWalk may exculpate the members of its Board and its Executive Officers from a breach of duty of care, to the extent permitted by applicable law. |
14.2 | Indemnification ReWalk may indemnify the members of its Board and its Executive Officers to the fullest extent permitted by applicable law, for any liability and expense that may be imposed on the Executive Officer, all subject to applicable law. |
14.3 | Insurance ReWalk will provide “Directors and Officers Insurance” to the members of its Board and its Executive Officers. The maximum aggregate coverage for any such insurance policy will not exceed $50,000,000. The annual premiums for such coverage shall be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the amounts of the annual premiums for such insurance coverage reflect then-current market conditions and shall not materially affect the Company’s profitability, assets or liabilities. |
15.1 | The Board may, at its sole discretion, approve compensation terms which are lower than the amounts described herein. |
15.2 | The Board has the right to reduce any variable compensation to be granted to an Executive Officer due to special circumstances determined by the Board. |
a. | “Applicable Recovery Period” means, the three completed fiscal years immediately preceding the Restatement Date for a Material Financial Restatement. In addition, in the event the Company has changed its fiscal year: (i) any transition period of less than nine months occurring within or immediately following such three completed fiscal years shall also be part of such Applicable Recovery Period and (ii) any transition period of nine to 12 months will be deemed to be a completed fiscal year. |
b. | “Applicable Rules” means any rules or regulations adopted by the Exchange pursuant to Rule 10D-1 under the Exchange Act and any applicable rules or regulations adopted by the SEC pursuant to Section 10D of the Exchange Act. |
c. | “Board” means the Board of Directors of the Company. |
d. | “Committee” means the Compensation Committee of the Board or, in the absence of such committee, a majority of independent directors serving on the Board. |
e. | A “Covered Person” means any Executive Officer. A person’s status as a Covered Person with respect to Erroneously Awarded Compensation shall be determined as of the time of receipt of such Erroneously Awarded Compensation regardless of such person’s current role or status with the Company (e.g., if a person began service as an Executive Officer after the beginning of an Applicable Recovery Period, that person would not be considered a Covered Person with respect to Erroneously Awarded Compensation received before the person began service as an Executive Officer, but would be considered a Covered Person with respect to Erroneously Awarded Compensation received after the person began service as an Executive Officer where such person served as an Executive Officer at any time during the performance period for such Erroneously Awarded Compensation). |
f. | “Effective Date” means October 2, 2023. |
g. | “Erroneously Awarded Compensation” means the amount of any Incentive-Based Compensation received by a Covered Person on or after the Effective Date and during the Applicable Recovery Period that exceeds the amount that otherwise would have been received by the Covered Person had such compensation been determined based on the restated amounts in the Material Financial Restatement, computed without regard to any taxes paid. Calculation of Erroneously Awarded Compensation with respect to Incentive-Based Compensation based on share price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in a Material Financial Restatement, shall be based on a reasonable estimate of the effect of the Material Financial Restatement on the share price or total shareholder return upon which the Incentive-Based Compensation was received, and the Company shall maintain documentation of the determination of such reasonable estimate and provide such documentation to the Exchange in accordance with the Applicable Rules. Incentive-Based Compensation is deemed received, earned or vested when the Financial Reporting Measure is attained, not when the actual payment, grant or vesting occurs. |
h. | “Exchange” means the Nasdaq Stock Market LLC. |
i. | An “Executive Officer” means any person who served the Company in any of the following roles at any time during the performance period applicable to Incentive-Based Compensation such person received during service in such role: president, principal financial officer, principal accounting officer (or if there is no such accounting officer the controller), any vice president in charge of a principal business unit, division, or function (such as sales, administration or finance), any other officer who performs a policy making function, or any other person who performs similar policy making functions for the Company. Executive officers of parents or subsidiaries of the Company may be deemed executive officers of the Company if they perform such policy making functions for the Company. |
j. | “Financial Reporting Measures” mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, any measures that are derived wholly or in part from such measures (including, for example, a non-GAAP financial measure), and share price and total shareholder return. |
k. | “Incentive-Based Compensation” means any compensation provided, directly or indirectly, by the Company or any of its subsidiaries that is granted, earned, or vested based, in whole or in part, upon the attainment of a Financial Reporting Measure and any equity-based compensation provided by the Company or any of its subsidiaries, including, without limitation, stock options, restricted stock awards, restricted stock units and stock appreciation rights. |
l. | A “Material Financial Restatement” means a restatement of previously issued financial statements of the Company due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required restatement to correct an error in previously-issued financial statements that is material to the previously-issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
m. | “Restatement Date” means, with respect to a Material Financial Restatement, the earlier to occur of: (i) the date the Board or the Audit Committee of the Board concludes, or reasonably should have concluded, that the Company is required to prepare the Material Financial Restatement or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare the Material Financial Restatement. |
a. | requiring reimbursement of cash Incentive-Based Compensation previously paid; |
b. | seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; |
c. | cancelling or rescinding some or all outstanding vested or unvested equity-based awards; |
d. | adjusting or withholding from unpaid compensation or other set-off; |
e. | cancelling or offsetting against planned future grants of equity-based awards; and/or |
f. | any other method permitted by applicable law or contract. |
FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||
1. | To reelect Mr. Yohanan Engelhardt to serve until the 2026 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company's Articles of Association or the Israel Companies Law. | ☐ | ☐ | ☐ | 4. | To approve the Company's Restated Compensation Policy, reflecting certain amendments thereto. | ☐ | ☐ | ☐ | |
YES | NO | |||||||||
2. | To approve a grant of equity awards to Larry Jasinski, the Company's Chief Executive Officer, and to approve changes to the terms of the base annual compensation to be paid to Mr. Jasinski. | ☐ | ☐ | ☐ | 4.i | To confirm that you are not a controlling shareholder (as defined in the Proxy Statement) and that you do not have a “personal benefit or other interest” (as defined in the Proxy Statement) in this proposal mark “YES”. Otherwise mark “NO” to indicate that you are a controlling shareholder or that you do have a “personal benefit or other interest” in this proposal. | ☐ | ☐ | ||
YES | NO | FOR | AGAINST | ABSTAIN | ||||||
2.i. | To confirm that you are not a controlling shareholder (as defined in the Proxy Statement) and that you do not have a “personal benefit or other interest” (as defined in the Proxy Statement) in this proposal mark “YES”. Otherwise mark “NO” to indicate that you are a controlling shareholder or that you do have a “personal benefit or other interest” in this proposal. | ☐ | ☐ | 5. | To approve the authorization of the Board to determine whether to effect a reverse share split of the Company's outstanding ordinary shares, and if so, to set a ratio within a range of 1-for-2 to 1-for-12, to be effective on a date to be determined by the Board; and to approve conforming amendments to the Company's Articles of Association to reflect any such reverse shares split. | ☐ | ☐ | ☐ | ||
FOR | AGAINST | ABSTAIN | ||||||||
3. | To approve the extension of the terms of consulting services by Randel E. Richner, a member of the Board. | ☐ | ☐ | ☐ | 6. | Subject to the approval of Proposal 5, and if the Board determines to effect a reverse share split pursuant thereto, to approve amendments to the Company's Articles of Association authorizing an increase in the Company's authorized share capital. | ☐ | ☐ | ☐ | |
7. | To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as ReWalk's independent registered public accounting firm for the year ending December 31, 2023, and until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm. | ☐ | ☐ | ☐ | ||||||
8. | To approve, on an advisory basis, the compensation of the Company’s named executive officers, commonly referred to as a “Say-on-Pay” vote. | ☐ | ☐ | ☐ | ||||||
In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. | ||||||||||
The undersigned acknowledges receipt of the Notice and Proxy Statement of the Company relating to the Annual Meeting. | ||||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ | For each of proposal 2 and proposal 4, if you do not mark whether you are a “controlling shareholder’ or have a “personal benefit or other interest” in such proposal, your vote will not be counted in determining the vote on such proposal. | ||||||||
Signature of Shareholder | Date: | Signature of Shareholder | Date: | |||||
Note: | Please sign exactly as your name or names appear on this Proxy. All holders must sign. When shares are held jointly, the senior of the joint holders must sign. When signing as executor, administrator, attorney, trustee, guardian or other fiduciary, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |