{"url_path":"/sec/rdcm/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-03-31","source_url":"https://www.sec.gov/Archives/edgar/data/1016838/0001213900-26-036862-index.html","accession_number":"0001213900-26-036862","cik":"0001016838","ticker":"RDCM","issuer_name":"RADCOM LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1016838/0001213900-26-036862-index.html","primary_entity_key":"0001016838","primary_entity_name":"RADCOM LTD"},"word_count":5211,"has_tables":true,"body_markdown":"**ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n \n**A.**\n**DIRECTORS AND SENIOR\nMANAGEMENT**\n\n \n\nThe\nfollowing table lists our current directors and executive officers:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nRami Schwartz (1)\n \n68\n \nChairman of our Board of\nDirectors\n\nRachel (Heli) Bennun\n \n72\n \nDirector\n\nAndre Fuetsch (1)(5)\n \n55\n \nDirector\n\nOren Most (1)(4)(5)\n \n75\n \nDirector\n\nYaron Ravkaie (1)(2)\n \n57\n \nDirector\n\nDavid (Dudi) Ripstein (1)(4)\n \n59\n \nDirector\n\nSami Totah (1)(3)\n \n68\n \nDirector\n\nBenjamin (Benny) Eppstein\n \n52\n \nChief Executive Officer\n\nHod Cohen\n \n50\n \nChief Financial Officer\n\nHilik Itman\n \n54\n \nChief Operating Officer\n\nRami Amit\n \n60\n \nChief Technology Officer\n\n \n\n(1)\nIndependent Director, under\nNasdaq Stock Market Rules, or the Nasdaq Listing Rules.\n\n \n\n(2)\nChairman of Audit Committee.\n\n \n\n(3)\nChairman of Compensation\nCommittee.\n\n \n\n(4)\nAudit Committee Member.\n\n \n\n(5)\nCompensation Committee\nMember.\n\n \n\n**Mr. Rami Schwartz** has\nserved as a director since July 2019 and was appointed as Chairman of our Board of Directors in February 2026. Mr. Schwartz has over 20\nyears’ experience in leadership positions in the technology and enterprise software fields. Mr. Schwartz currently serves as the\nManaging Director of the Portland Trust Israel and as an Advisory Board Member to AlgoSec and a director at Perion Network Ltd. (Nasdaq:\nPERI) Mr. Schwartz previously served in senior positions, including as business group president, founder, Chief Executive Officer and\nActive Chairman, with several public and private companies including Amdocs. Mr. Schwartz also served as Chief of System Development for\nthe Israeli Air Force. Mr. Schwartz holds a B.Sc. in math and computer science from the Hebrew University of Jerusalem.\n\n** **\n\n**Ms.\nRachel (Heli) Bennun**has served as a director since December 2012 and as our Executive Chairman from September 2015 until December\n2024. Ms. Bennun has over 25 years of professional experience in hi-tech companies. Ms. Bennun co-founded Arel Communications & Software\nLtd. (formerly Nasdaq: ARLC) in 1988, a company focused on offering integrated video, audio and data-enabled conferencing solutions,\nincluding real time Interactive Distance Learning, and served as Chief Executive Officer, Chief Financial Officer, and director, leading\nthe company to its initial public offering on Nasdaq in 1994. Ms. Bennun also co-founded ArelNet Ltd. (formerly TASE: ARNT), a pioneer\nin the field of Voice over IP, and served as Chief Executive Officer and as a director, leading the company to its initial public offering\non TASE and until its acquisition by Airspan Network Inc. Ms. Bennun has also served as Chief Executive Officer and director of OrganiTech\nUSA, Inc. (PINK: ORGT), a pioneer in the cleantech industry. Ms. Bennun holds a M.Sc. and a B.Sc. in Industrial and Management Engineering\nfrom Ben-Gurion University.\n\n \n\n43\n\n \n\n \n\n**Mr. Andre\nFuetsch**has served as a director since August 2023. Mr. Fuetsch is a Managing Partner in Crossover Capital Partners LLC, having assumed\nthat role in January 2024. Mr. Fuetsch has served in various senior capacities in AT&T Inc. since his joining in 1995, the most\nrecent of which is AT&T’s Executive Vice President and CTO Network Services. As part of his role, Mr. Fuetsch oversaw\nthe global technology direction for AT&T, including network planning, innovation road map and led AT&T Labs, AT&T Foundry,\nand the intellectual property organization. In his previous roles in AT&T, Mr. Fuetsch supported and led several organizations\nresponsible for software, systems, and network architecture, planning and engineering, where he held six patents in the field of network\ntraffic optimization and database design. Mr. Fuetsch holds a B.Sc. in Industrial Engineering and Operations Research at U.C. Berkeley\nand completed his graduate coursework in Computer Science at Stanford University.\n\n \n\n**Mr.\nOren Most** has served as a director since July 2019. Mr. Most is the founder and former president of Golan Telecom, Ltd., an Israeli\ncellular operator. Mr. Most has also served in executive positions with several private and public companies including as President and\nChief Executive Officer of Gilat Satellite Networks Ltd. (Nasdaq and TASE: GILT) and as Founder and Deputy Chief Executive Officer of\nCellcom (Israel) Ltd. Mr. Most has also served as director for several public and private corporations. Mr. Most holds a B.A. in Sociology\n& Anthropology, Film & Television from Tel Aviv University and an M.B.A. from New York University.\n\n** **\n\n**Mr.\nYaron Ravkaie** has served as a director since January 2020. Mr. Ravkaie is the Chief Executive Officer of Teridion Technologies Ltd.,\nhaving assumed that role in January 2020. Mr. Ravkaie previously served as the Company’s Chief Executive Officer from January 2016\nthrough December 2019. Prior to joining RADCOM, Mr. Ravkaie served during 2015 as the Chief Business Officer of RR Media Ltd. Prior\nto serving at RR Media Ltd., and between 1998 and 2015, Mr. Ravkaie served in various roles with Amdocs Ltd. (Nasdaq: DOX), including\nas the President of the Mobile Financial Services Division, President of the AT&T division, and other director and vice president\nroles. Mr. Ravkaie served for nine years in information systems, industrial engineering and logistics with the Israeli Air Force as a\nMajor. Mr. Ravkaie holds an M.B.A. from the University of Beersheba and a B.Sc. in Industrial Engineering & Management from the Technion,\nHaifa.\n\n \n\n**Mr.\nDavid (Dudi) Ripstein** has served as a director since June 2024. Mr. Ripstein has three decades of experience in senior management\npositions in Israel’s telecommunications industry and Israel Defense Force technology and intelligence units. Since 2021, Mr. Ripstein\nhas served as a member on the board of directors of Ceragon Networks Ltd., a Nasdaq-traded (Nasdaq: CRNT), solution provider of wireless\nconnectivity. From 2022 to 2023, Mr. Ripstein served as the Chief Executive Officer of SatixFy Communications Ltd. (NYSE American: SATX).\nFrom 2017 to 2022, Mr. Ripstein served as a board member and the President and Chief Executive Officer of GreenRoad Technologies Ltd.,\na global leader in fleet safety telematics. In 2016, Mr. Ripstein served as the Chief Executive Officer of SpotOption Technologies, a\nfintech software provider. From 2000 to 2015, Mr. Ripstein served in various positions with the Company, first for six years as a General\nManager and then for nine years as its President and Chief Executive Officer. Prior to the Company, Mr. Ripstein co-founded two technology\nstartups and served for 10 years as the head of a large R&D engineering group within the Israel Defense Forces-Intelligence Unit.\nMr. Ripstein holds a B.Sc. in Electrical Engineering from the Technion, Israel Institute of Technology.\n\n \n\n**Mr.\nSami Totah** has served as a director since June 2024 and as Chairman of our Board of Directors from January 2025 to February 2026.\nMr. Totah has been a General Partner at Viola Growth, a private equity firm investing in the hi-tech arena, from 2008 until 2023. He\nhas extensive knowledge and execution experience in overseeing very large information technology projects and has built an extensive\nglobal network with customers, partners, investors and executives. Mr. Totah served on the board of directors of various private and\npublic companies including Itamar Medical Ltd. (Nasdaq and TASE: ITMR) between 2017 and 2021, and Magic Software Enterprises Ltd. (Nasdaq\nand TASE: MGIC), from 2023 until February 2026.\n\n \n\n**Mr**.\n**Benjamin (Benny) Eppstein,**has served as our Chief Executive Officer since December 2024. Prior to joining our Company, Mr. Eppstein\nserved as Canada Division President from 2022 to 2024, as a General Manager at the T-Mobile Division from 2020 to 2022, and as Vice President\nand Client Business Executive and Head of Customer Unit Sprint Corporation from 2015 to 2020 at Amdocs Inc. Prior to Amdocs, Mr. Eppstein\nwas Vice President at Ericsson Japan K.K from 2013 to 2014, managing the relationship with a major telecommunications company and the\nsales and delivery of software, hardware, and system integration services. Mr. Eppstein holds a B.A. in Public Policy from the Hebrew\nUniversity of Jerusalem.\n\n** **\n\n44\n\n \n\n** **\n\n**Mr.\nHod Cohen** has served as our Chief Financial Officer since January 2026. Prior to joining our Company, Mr. Cohen served for more than\n20 years in various capacities in Amdocs Limited (Nasdaq: DOX), including as Head of the Global Business Finance Group, where he was\nin charge of the business group finance unit of the Americas and International regions from 2021 to 2026, as Head of Finance, APAC &\nEMEA from 2016 to 2021 and as M&A Finance Director from 2013 to 2016. Mr. Cohen holds a B.A. in Economics from the College of Management\nand Academic Studies, Rishon Le-Zion and an MBA ESG Paris Graduate School of Management.\n\n \n\n**Mr.\nHilik Itman**, our Chief Operating Officer joined us in June 1997 as a software engineer and was appointed to his current position\nin January 2020, having most recently served as the Company’s Vice President of Research and Development. Mr. Itman led the development\nof our main legacy products (R70S and MaveriQ) during the company’s transition from hardware-based products, to software-based\nprobe products. Mr. Itman holds a B.A. in Mathematics and Computer Science from the Open University.\n\n \n\n**Mr.\nRami Amit,**our Chief Technology Officer and Head of Product, joined us in February 2017. Prior to joining RADCOM, Mr. Amit served\nfrom 2013 to 2017 as director of engineering in the Cisco Systems, Inc.’s NFV Business Unit, which included worldwide deployments\nby many Tier 1 customers. Mr. Amit was a major contributor to the vision of the evolution to virtualization in that space. Prior to his\ntime at Cisco Mr. Amit was Chief Technology Officer for Jungo Connectivity Ltd., a leading software provider, founded Surf&Call Solutions\nLtd., which was later acquired by CosmoCom, Inc. and was the first employee of the VoIP industry pioneer, VocalTec Ltd., in which he\nis considered as one of the early inventors of VoIP, building the first ever VoIP gateway shown in public in the mid-1990s and leading\nmany of the VoIP technologies used today on a daily basis. Mr. Amit holds a B.Sc. in electrical engineering from Tel Aviv University.\n\n \n\nThere\nare no family relationships between any of the directors or executive officers named above.\n\n \n\n \n**B.**\n**COMPENSATION**\n\n \n\nThe\nfollowing table presents information regarding compensation accrued in our financial statements for our five most highly compensated\noffice holders (within the meaning of the Israeli Companies Law), during or with respect to the year ended December 31, 2025.\n\n \n\nName and\nPrincipal Position \nYear \nSalary\n\n($)  \nBonus\n\n($)  \n**Equity-Based\nCompensation ($)(1)**  \n**All\nOther Compensation ($)(2)**  \nTotal\n\n($) \n\nBenjamin\n(Benny) Eppstein CEO \n2025 \n 400,000  \n 199,369  \n 545,850  \n 62,716  \n 1,207,935 \n\nHilik\nItman, Chief Operating Officer \n2025 \n 338,558  \n 224,619  \n 478,840  \n 112,858  \n 1,154,875 \n\nRami\nAmit, Chief Technology Officer \n2025 \n 248,276  \n 105,328  \n 320,867  \n 88,823  \n 763,294 \n\nHadar\nRahav (3) \n2025 \n 244,514  \n 129,833  \n 289,119  \n 69,552  \n 733,018 \n\nRachel\n(Heli) Bennun, former Executive Chairman of our Board of Directors (4) \n2025 \n 196,138  \n 74,248  \n 133,777  \n 45,141  \n 449,304 \n\n \n\n(1)\nEquity based compensation includes the cost of non-cash share-based\ncompensation of the Company in 2025. The grants awarded during 2024 and 2025 were for a vesting term of up to 4 years.\n\n \n\n(2)\nAll other compensation\nincludes social benefits and car leasing costs.\n\n \n\n(3)\nMs. Hadar Rahav served\nas the Chief Financial Officer of the Company until January 11, 2026.\n\n \n\n(4)\nMs. Bennun served as an\nExecutive Chairman of our Board of Directors until December 31, 2024, her notice period ended June 30, 2025, and she is currently\nserving as a member of our Board of Directors.\n\n \n\n45\n\n \n\n \n\nThe\nbonus and commission payments made to the persons listed in the table above are based on the achievements of goals and objectives that\nare set and communicated at the beginning of each year and which are made in accordance with our Compensation Policy, as approved by\nour shareholders from time to time and most recently on December 3, 2025.\n\n \n\nThe\naggregate direct remuneration paid to all our directors and executive officers as a group for the year ended December 31, 2025,\nincluding Ms. Hadar Rahav who ceased to serve in her position as Chief Financial Officer on January 11, 2026 and Ms. Heli Bennun, whose\nnotice period as Executive Chairman of the Board ended on June 30, 2025 was approximately $2.97 million in salaries, bonus, commissions\nand directors’ fees. This amount includes approximately $0.4 million that was set aside or accrued to provide pension, retirement\nor similar benefits. These amounts do not include the expense of share-based compensation as per ASC No. 718.\n\n \n\nDuring\n2025, our office holders, as such term is defined in the Israeli Companies Law, or Office Holders, including those who served as such\nduring the year 2025, including our former Executive Chairman and including our former CFO, but excluding our non-executive directors,\nreceived, in the aggregate 197,220 RSUs and 22,960 options to acquire ordinary shares, or Options, under our 2013 Share Option Plan,\nor the 2013 Plan and the 2023 Equity Incentive Plan or the 2023 Plan. The RSUs and the Options have a vesting schedule up to four years\nover equal monthly or quarterly installments commencing as of the date of the grant. Further information regarding the RSU and Options\ngrants to our directors is detailed below.\n\n \n\nAs\nof December 31, 2025, our current directors and officers, as a group, held, in the aggregate 285,105 RSUs and 75,816 Options that\nwere granted under our 2013 Plan and the 2023 Plan.\n\n \n\nOur\ndirectors are reimbursed for expenses and receive cash and equity compensation, which terms are detailed below.\n\n \n\nThe\ncash compensation currently paid to our non-executive directors (other than to Mr. Fuetsch) as approved by our shareholders at the annual\ngeneral meeting held on October 15, 2024, or the 2024 AGM, consists of an annual retainer fee of $54,000 and an additional fee for directors\nserving as members of our committees, or Committee Membership Fee consisting of an annual retainer of $9,000 for Audit Committee members,\nwith the chairman of our Audit Committee receiving an annual retainer of $18,000 and an annual retainer of $7,000 for Compensation Committee\nmembers, with the chairman of our Compensation Committee receiving an annual retainer of $14,000. The cash compensation currently paid\nto Mr. Fuetsch, who was designated by our Board as a director who holds special expertise, or a Special Expertise Director, is an annual\ncash retainer compensation in the amount of $70,000 and the applicable Committee Membership Fees.\n\n \n\nIn\naddition, as resolved at the 2024 AGM, we grant our directors (other than our Chairman and Mr. Fuetsch), a grant reflecting 6,000 RSUs\nand 8,000 options, annually, both for the term for which such director is appointed, elected or re-elected, or the General Director Grant.\nSuch grants vest in equal monthly installments. The exercise price of the Options is the average of the closing price of our ordinary\nshares on Nasdaq in the 30 days prior to the annual general meeting in question, or the appointment, if earlier.\n\n \n\nFurther,\nat the 2024 AGM it was resolved to grant our Special Expertise Director, a grant reflecting 7,800 RSUs, and 3,200 Options annually, both\nfor the term for which such Special Expertise Director is appointed, elected or re-elected. Such RSUs and Options vest in equal monthly\ninstalments. The other terms governing the RSUs and Options are substantially identical to the terms of the General Director Grant. Our\nBoard re-approved that Mr. Andre Fuetsch holds special expertise and therefore is entitled to the Special Expertise Director Equity Grant.\n\n \n\nIn\naddition, at the 2024 AGM it was resolved to grant our chairman of the Board of Directors, or the Chairman (whether a non-executive or\nto an executive chairman), a grant reflecting 15,840 RSUs and 21,120 Options annually for the term for which the Chairman is appointed,\nwhere such grants vest in equal monthly instalments commencing on the date of the annual general meeting in question, or the appointment,\nif earlier. The terms of the Options are identical to the Options granted under the General Director Grant.\n\n \n\n46\n\n \n\n \n\n**Share\nOption Plans**\n\n \n\nOn\nMarch 28, 2023, our Board of Directors adopted the 2023 Plan. The 2023 Plan expires on March 27, 2033. Under the 2023 Plan, we may grant\nOptions, restricted shares and RSUs to our employees, directors, consultants and contractors. Options and RSUs granted under our 2023\nPlan generally vest over a period of between one and four years, with a default expiration term for Options of ten years from the date\nof grant, subject to the discretion of our Board of Directors, which has the authority to deviate from such parameters in respect of\nspecific grants. The 2023 Plan is administered either by our Board of Directors or, subject to applicable law, by our Compensation Committee,\nwhich has the discretion to make all decisions relating to the interpretation and operation of the 2023 Plan, including determining who\nwill receive an option award and the terms and conditions of the option awards. We have reserved an aggregate of 3,000,000 ordinary shares\nunder our 2023 Plan. As of March 23, 2026, we have granted 2,365,608 RSUs and 143,735 Options under the 2023 Plan.\n\n \n\nOn\nApril 3, 2013, our Board of Directors adopted the 2013 Plan. The 2013 Plan expired on April 2, 2023, or the 2013 Plan Expiration Date.\nUnder the 2013 Plan, we were able to grant Options, restricted shares and RSUs to our employees, directors, consultants and contractors.\nAs of the 2013 Plan Expiration Date, we had granted 1,278,808 Options and 2,554,031 RSUs under the 2013 Plan. Options and RSUs granted\nunder our 2013 Plan generally vest over a period of between one and four years, with a default expiration term for Options of ten years\nfrom the date of grant, subject to the discretion of our Board of Directors, which had the authority to deviate from such parameters\nin respect of specific grants. The 2013 Plan was administered either by our Board of Directors or, subject to applicable law, by our\nCompensation Committee, which had the discretion to make all decisions relating to the interpretation and operation of the 2013 Plan,\nincluding determining who will receive an option award and the terms and conditions of the option awards.\n\n \n\nWe measure the compensation\nexpense for all share-based payments (including employee stock options) at fair value, in accordance with ASC No. 718. We recorded an\nexpense of approximately $6.1 million for share-based compensation plans during 2025. In February 2026 and March 2026 we granted an aggregate\namount of 56,560 RSUs, and 8,747 Options and during 2025, we granted 348,184 RSUs, and 22,960 Options, which will result in additional\nfuture expenses that may reduce our net income. See Notes 2(n) and 12(b) of the Notes to the Consolidated Financial Statements for further\ninformation.\n\n \n\nAs\nof March 23, 2026, there were (i) 4,497 outstanding Options and 27,751 unvested RSUs under the 2013 Plan, and (ii) 128,318 outstanding\nOptions and 1,062,632 unvested RSUs under the 2023 Plan.\n\n \n\nPursuant\nto Rule 5615(a)(3) of the Nasdaq Listing Rules, we follow our home country practice in lieu of the Nasdaq Listing Rules with respect\nto the approvals required for the establishment and for material amendments to our share option plans. Consequently, we have adopted\nshare option plans and material amendments thereto by action of our board of directors, without shareholder approval. See also “Item\n16G—Corporate Governance.”\n\n \n\n**Compensation\nPolicy**\n\n \n\nOur\ncompensation policy for our executive officers and directors, was last approved by our shareholders at the annual general meeting held\non December 3, 2025, and prior to that was amended on October 15, 2024. See “Item 6.C—Directors, Senior Management and Employees—Board\nPractices—Compensation Committee.”\n\n \n\n47\n\n \n\n \n\n \n**C.**\n**BOARD PRACTICES**\n\n \n\n**Terms\nof Office**\n\n \n\nOur\ncurrent Board of Directors is comprised of Rami Schwartz (Chairman), and our non-executive directors, Rachel (Heli) Bennun, Andre Fuetsch,\nOren Most, Yaron Ravkaie, David (Dudi) Ripstein and Sami Totah. Our directors are elected by the shareholders at the annual general meeting\nof the shareholders, except in certain cases where directors are appointed by the Board of Directors and their appointment is later ratified\nat the first meeting of the shareholders thereafter. All of our current directors were elected by our shareholders at our annual general\nmeeting. The terms of office of Mr. Schwartz and Messrs. Bennun, Fuetsch, Most, Ravkaie, Ripstein and Totah, will expire at our 2026\nannual general meeting. Except Mr. Andre Fuetsch, none of our directors have service contracts with the Company relating to their service\nas a director. None of the directors will receive benefits upon termination of their position as a director. For a description of our\ncompensation of directors see “Item 6.B—Directors, Senior Management and Employees—Compensation.”\n\n \n\n**External\nDirectors**\n\n \n\nUnder\nthe Israeli Companies Law, a public company incorporated under the laws of the State of Israel must appoint at least two external directors;\nhowever, pursuant to an exemption provided under section 5D of the Relief Regulations, or the Exemption, a public company with securities\nlisted on certain foreign exchanges, including Nasdaq, that satisfies the applicable foreign country laws and regulations that apply\nto companies organized in that country relating to the appointment of independent directors and composition of audit and compensation\ncommittees and has no controlling shareholder is exempt from the requirement to elect external directors or comply with the audit committee\nand compensation committee composition requirements under the Israeli Companies Law.\n\n \n\nOn\nJuly 31, 2019, our Board of Directors adopted the Exemption. As a result of the adoption of the Exemption, we do not currently have any\nexternal directors serving on our Board. We are in compliance with the Nasdaq Listing Rules requirements as to the composition of our\nBoard of Directors.\n\n \n\n**Audit\nCommittee**\n\n** **\n\nThe\ncurrent members of our Audit Committee are David (Dudi) Ripstein, Yaron Ravkaie and Oren Most. Mr. Ravkaie is the Chairman of the Audit\nCommittee. Our Board of Directors has determined that each of the members of our Audit Committee is independent within the meaning of\nthe Nasdaq Listing Rules. Our Board of Directors has also determined that Yaron Ravkaie is an “Audit Committee Financial Expert”\nas defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act and that he has the requisite experience under Nasdaq Listing\nRules.\n\n \n\nOur\nAudit Committee operates under a written charter that is posted on our website.\n\n \n\nAs\nstated in our Audit Committee charter, the Audit Committee assists our Board of Directors in fulfilling its responsibility for oversight\nof the quality and integrity of our accounting, auditing and financial reporting practices and financial statements, and the “independence”\nrequirements and performance of our independent auditors. The Audit Committee also has the authority and responsibility to oversee our\nindependent auditors, to recommend for shareholder approval the appointment and, where appropriate, the replacement of our independent\nauditors, and to pre-approve audit engagement fees and all permitted non-audit services and fees.\n\n \n\nUnder\nthe Israeli Companies Law and the Nasdaq Listing Rules, our Audit Committee is responsible for, among others (i) determining whether\nthere are deficiencies in the business management practices of our Company, including in consultation with our internal auditor or the\nindependent auditor, and making recommendations to the Board to improve such practices, (ii) determining whether to approve certain related\nparty transactions (including transactions in which an Office Holder has a personal interest) and whether such transaction should be\ndeemed as material or extraordinary, (iii) where the Board approves the working plan of the internal auditor, to examine such working\nplan before its submission to the Board and propose amendments thereto, (iv) examining our internal controls and internal auditor’s\nperformance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities, (v) examining\nthe scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our Board or shareholders,\ndepending on which of them is considering the appointment of our auditor, and (vi) establishing procedures for the handling of employee\ncomplaints as to the management of our business and the protection to be provided to such employees.\n\n \n\n48\n\n \n\n \n\n**Compensation\nCommittee**\n\n** **\n\nThe\ncurrent members of our Compensation Committee are, Oren Most, Sami Totah and Andre Fuetsch. Mr. Totah is the Chairman of the Compensation\nCommittee. Our Board of Directors has determined that each of the members of our Compensation Committee is independent within the meaning\nof the Nasdaq Listing Rules.\n\n \n\nThe\nCompensation Committee operates under a charter that is posted on our website.\n\n \n\nAs\nstated in our Compensation Committee Charter and as provided under the Israeli Companies Law and the Nasdaq Listing Rules, our Compensation\nCommittee is responsible for (i) proposing Office Holder compensation policies to the Board of Directors, (ii) proposing necessary revisions\nto any compensation policy and examining its implementation, (iii) determining whether to approve transactions with respect to compensation\nof Office Holders, (iv) determining, in accordance with Office Holder compensation policies, whether to exempt an engagement with an\nunaffiliated nominee for the position of chief executive officer from requiring shareholder approval, and (v) administration of our share\noption plan.\n\n \n\nSubject\nto the provisions of the Israeli Companies Law, compensation of executive officers is generally determined and approved by our Compensation\nCommittee and our Board of Directors. Shareholder approval is generally required when (i) approval by our Board of Directors and our\nCompensation Committee is not consistent with our Compensation Policy which was last adopted by annual meeting of shareholders on December\n3, 2025, or (ii) the compensation is that of our Chief Executive Officer. In special circumstances, our Compensation Committee and Board\nmay approve the compensation of an executive officer (other than a director, a chief executive officer or a controlling shareholder)\nor approve the compensation policy despite shareholder objection. Additionally, under certain circumstances, our Compensation Committee\nmay exempt an engagement with a nominee for the position of chief executive officer from requiring shareholders’ approval or may\notherwise postpone such shareholders’ approval.\n\n \n\nA\ndirector or executive officer may not be present when the Board of Directors discusses or votes upon the terms of his or her compensation,\nunless the chairman of the Board determines that he or she should be present to present the transaction that is subject to approval.\nThe Chief Executive Officer may not be present during voting or deliberations regarding his or her compensation.\n\n \n\nThe\nIsraeli Companies Law provides that our compensation policy must serve as the basis for the decisions concerning the financial terms\nof employment or engagement of Office Holders, including exculpation, insurance, indemnification or any monetary payment or obligation\nof payment in respect of employment or engagement. The compensation policy must be approved (or reapproved) not longer than every three\nyears, and relate to certain factors, including advancement of the company’s objective, business plan and its long-term strategy\nand creation of appropriate incentives for Office Holders. It must also consider, among other things, the company’s risk management,\nsize and nature of its operations. The compensation policy must furthermore consider the following additional factors:\n\n \n\n \n●\nthe knowledge, skills,\nexpertise and accomplishments of the relevant Office Holder;\n\n \n\n \n●\nthe Office Holder’s\nroles and responsibilities and prior compensation agreements with him or her;\n\n \n\n \n●\nthe relationship between\nthe terms offered and the average compensation of the other employees of the company, including those employed through human resource\ncompanies;\n\n \n\n \n●\nthe impact of disparities\nin salary upon work relationships in the company;\n\n \n\n49\n\n \n\n \n\n \n●\nthe possibility of reducing\nvariable compensation at the discretion of the Board of Directors or the possibility of setting a limit on the exercise value of\nnon-cash variable equity-based compensation; and\n\n \n\n \n●\nas to severance compensation,\nthe period of service of the Office Holder, the terms of his or her compensation during such service period, the company’s\nperformance during that period of service, the person’s contributions towards the company’s achievement of its goals\nand the maximization of its profits and the circumstances under which the person is leaving the company.\n\n \n\nThe\ncompensation policy must also include the following principles:\n\n \n\n \n●\nthe link between variable\ncompensation and long-term performance and measurable criteria;\n\n \n\n \n●\nthe relationship between\nvariable and fixed compensation, and the ceiling for the value of variable compensation;\n\n \n\n \n●\nthe conditions under which\na director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which\nsuch compensation was based was inaccurate and was required to be restated in the company’s financial statements;\n\n \n\n \n●\nthe minimum holding or\nvesting period for variable, equity-based compensation; and\n\n \n\n \n●\nmaximum limits for severance\ncompensation.\n\n \n\nOur\ncompensation policy for our executive officers and directors, was last approved by our shareholders on December 3, 2025.\n\n \n\n**Internal\nAuditor**\n\n** **\n\nUnder\nthe Israeli Companies Law, the board of directors of a public company must also appoint an internal auditor proposed by the audit committee. The\nduty of the internal auditor is to examine, among other things, whether the company’s conduct complies with applicable law and\norderly business procedure. Under the Israeli Companies Law, the internal auditor may not be an interested party, an Office Holder\nor an affiliate, or a relative of an interested party, an Office Holder or affiliate, nor may the internal auditor be the company’s\nindependent accountant or its representative. An interested party is defined in the Israeli Companies Law as a 5% or greater shareholder,\nany person or entity that has the right to designate at least one director or the general manager of the company and any person who serves\nas a director or as a general manager.\n\n \n\nMs.\nSharon Cohen, who is a partner at Brightman Almagor Zohar & Co., a member of Deloitte, serves as our internal auditor.\n\n \n\n**Exculpation,\nIndemnification and Insurance of Directors and Officers**\n\n \n\nWe\nhave agreed to exculpate and indemnify our Office Holders to the fullest extent permitted under the Israeli Companies Law. We have also\npurchased a directors and officers liability insurance policy. For information regarding exculpation, indemnification and insurance of\ndirectors and officers under applicable law and our articles of association, see “Item 10.B—Additional Information—Memorandum\nand Articles of Association.”\n\n \n\n**Management\nEmployment Agreements**\n\n \n\nWe\nmaintain written employment agreements with all our employees. These agreements provide, among other matters, for monthly salaries, our\ncontributions to Managers’ Insurance and an Education Fund and severance benefits. Most of our agreements with our key employees\nare subject to termination by either party upon the delivery of notice of termination as provided therein.\n\n \n\n50\n\n \n\n \n\n**Nominating\nCommittee**\n\n \n\nOur\nBoard of Directors does not currently have a nominating committee. However, independent directors do retain oversight over director nominations,\nand in accordance with the requirements of the Nasdaq Listing Rules, our director nominees will either be selected for or recommended\nto the Board of Directors by a majority of the independent directors of the Board of Directors.\n\n \n\n \n**D.**\n**EMPLOYEES**\n\n \n\nOur\ntotal headcount as of December 31, 2025, was 325, compared to 307 in 2024 and 295 in 2023, including full-time and part-time employees\nand contractors, broken down geographically and by function as follows:\n\n \n\n  \nResearch\n\nand\nDevelopment  \nSales,\n\nMarketing and\nCustomer\nSupport  \nOperations  \nAdministration\n\nand\nManagement  \nTotal\n\nHeadcount \n\nIsrael \n 88  \n 37  \n     4  \n 14  \n 143 \n\nIndia \n 23  \n 41  \n -  \n 3  \n 67 \n\nUnited States \n -  \n 42  \n -  \n 3  \n 45 \n\nBrazil \n -  \n 11  \n -  \n 1  \n 12 \n\nOther \n 41  \n 17  \n -  \n -  \n 58 \n\nTotal \n 152  \n 148  \n 4  \n 21  \n 325 \n\n \n\nWe consider our relations\nwith our employees to be good and we have never experienced a strike or work stoppage. Except for employees located in Brazil, none of\nour employees are represented by labor unions.\n\n \n\nFor\nmore information, see “Item 4.B—Information on the Company—Business Overview—Employees.”\n\n \n\n \n**E.**\n**SHARE OWNERSHIP**\n\n \n\nFor\ninformation regarding the share ownership of directors and officers, see Item 7.A. “*Major Shareholders and Related Party Transactions—Major\nShareholders.*” For information as to our equity incentive plan, see Item 6.B. “*Director, Senior Management and Employees—B.\nCompensation—Share Option Plan.*”\n\n \n\n \n**F.**\n**DISCLOSURE OF A REGISTRANT’S\nACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION**\n\n** **\n\nNot\napplicable."}