Ondas Seeks Share Boost, Hikes CEO Pay Amid Executive Changes

TL;DR

**Ondas is gearing up for massive dilution and executive payouts, so brace for impact on your share value.**

AI Summary

Ondas Holdings Inc. is seeking stockholder approval to increase its authorized common stock from 400,000,000 to 800,000,000 shares and to increase shares available under its 2021 Stock Incentive Plan. This DEF 14A filing details the proposals for a Special Meeting on November 18, 2025. CEO Eric A. Brock's salary was increased from $200,000 to $400,000 annually, effective April 1, 2025, with a $50,000 discretionary bonus. Neil Laird, appointed CFO on June 22, 2025, will receive an annual base salary of $300,000, a one-time $50,000 discretionary bonus, and 100,000 restricted stock units. Former CFO Yishay Curelaru received $320,873 in total compensation for 2024, including a $60,819 bonus and $58,300 in option awards, down from $587,069 in 2023. The company incurred $253,333 in consulting fees for Mr. Laird's interim CFO services in 2024.

Why It Matters

This filing signals Ondas's intent to significantly expand its capital-raising capacity and potentially dilute existing shareholders by doubling authorized shares to 800,000,000. The increase in the stock incentive plan suggests a greater reliance on equity-based compensation, which could attract and retain talent but also lead to further dilution. For investors, this could mean future capital raises or M&A activity, while employees benefit from enhanced equity incentives. Competitively, this move could position Ondas to fund growth initiatives or strategic acquisitions, potentially impacting its market standing.

Risk Assessment

Risk Level: high — The proposal to increase authorized common stock from 400,000,000 to 800,000,000 shares represents a 100% potential dilution for existing shareholders. Additionally, increasing the shares authorized for the 2021 Stock Incentive Plan could lead to further dilution through equity compensation, impacting per-share value.

Analyst Insight

Investors should vote AGAINST Proposal 1 and Proposal 2 to prevent significant dilution. Evaluate the company's growth strategy and capital needs carefully, as this move suggests a potential need for substantial future funding that could depress share price.

Executive Compensation

Key Numbers

• 800,000,000 — Proposed authorized shares of common stock (Increase from 400,000,000, representing a 100% increase)
• 349,151,926 — Shares of Common Stock issued and outstanding (As of the Record Date, October 8, 2025)
• $400,000 — Eric A. Brock's annual salary (Approved effective April 1, 2025, up from $200,000)
• $50,000 — Eric A. Brock's discretionary bonus (Approved on May 14, 2025)
• $300,000 — Neil Laird's annual base salary (Effective June 22, 2025)
• $50,000 — Neil Laird's one-time discretionary bonus (To be paid on July 1, 2025)
• 100,000 — Restricted stock units for Neil Laird (Granted upon appointment as CFO)
• $253,333 — Consulting fees for Neil Laird's services (Incurred in 2024 from June 21 to December 31)
• $320,873 — Yishay Curelaru's total compensation (For fiscal year 2024, down from $587,069 in 2023)
• 45,455 — Warrants to purchase Common Stock for Neil Laird (Issued on June 21, 2024, with an exercise price of $0.66)

Key Players & Entities

• Ondas Holdings Inc. (company) — Registrant
• Eric A. Brock (person) — Chairman, Chief Executive Officer and President
• Neil Laird (person) — Chief Financial Officer, Treasurer, and Secretary
• Yishay Curelaru (person) — Former CFO, Treasurer and Secretary of Ondas, current CFO of Airobotics Ltd.
• Alliance Advisors, LLC (company) — Proxy solicitation agent
• AM Consulting (company) — Consulting firm providing interim CFO services
• Securities and Exchange Commission (regulator) — Regulatory body
• $400,000 (dollar_amount) — Eric Brock's approved annual salary effective April 1, 2025
• $300,000 (dollar_amount) — Neil Laird's annual base salary effective June 22, 2025
• $16,000 (dollar_amount) — Fee for Alliance Advisors, LLC for proxy solicitation

FAQ

Risk Factors

• Need for Additional Capital [high — financial]: The company's ability to continue as a going concern is dependent on its ability to raise additional capital. The proposed increase in authorized shares (from 400,000,000 to 800,000,000) indicates a potential need for significant future financing, which may be dilutive to existing shareholders.
• Reliance on Key Personnel [medium — operational]: The company has experienced recent changes in its CFO position, with Neil Laird appointed on June 22, 2025, after Yishay Curelaru departed on June 21, 2024. The reliance on consulting fees ($253,333 in 2024) for interim CFO services highlights potential operational instability or a gap in permanent executive leadership.
• Stockholder Approval for Share Increase [medium — regulatory]: The proposed increase in authorized common stock requires stockholder approval. Failure to secure this approval could limit the company's ability to pursue future financing or strategic opportunities, impacting its growth prospects.
• Stock Incentive Plan Dilution [medium — market]: The proposal to increase shares available under the 2021 Stock Incentive Plan, alongside the increase in authorized shares, suggests a strategy that may involve significant equity-based compensation. This could lead to substantial dilution for existing shareholders if not managed effectively.

Industry Context

Ondas Holdings Inc. operates in the drone and unmanned systems sector, a rapidly evolving industry with significant growth potential driven by commercial and defense applications. The competitive landscape includes established players and emerging technology companies, necessitating continuous innovation and strategic capital allocation.

Regulatory Implications

The proposed increase in authorized shares and the amendment to the stock incentive plan require careful review by shareholders to understand potential dilution. Compliance with SEC regulations for proxy solicitations and disclosure requirements is paramount for this DEF 14A filing.

What Investors Should Do

1. Review the rationale for increasing authorized shares to 800,000,000.
2. Evaluate the proposed amendments to the 2021 Stock Incentive Plan.
3. Analyze the recent executive compensation changes, particularly for the CEO and new CFO.

Key Dates

• 2025-11-18: Special Meeting of Stockholders — Stockholders will vote on critical proposals, including the increase in authorized common stock and amendments to the stock incentive plan.
• 2025-10-08: Record Date for Special Meeting — Establishes the list of stockholders entitled to vote at the Special Meeting.
• 2025-04-01: CEO Eric A. Brock's Salary Increase Effective — Marks a doubling of the CEO's base salary from $200,000 to $400,000, alongside a discretionary bonus.
• 2025-06-22: Neil Laird Appointed CFO — Formal appointment of a new CFO with a base salary of $300,000, a discretionary bonus, and stock units.
• 2024-06-21: Neil Laird Appointed Interim CFO — Beginning of services for which the company incurred $253,333 in consulting fees in 2024.
• 2024-06-21: Yishay Curelaru Departs as CFO — End of service for the former CFO, whose total compensation was $320,873 in 2024, down from $587,069 in 2023.

Glossary

DEF 14A

A proxy statement filing required by the U.S. Securities and Exchange Commission (SEC) for companies holding annual or special meetings of shareholders. (This document contains crucial information about proposals being voted on, executive compensation, and other matters relevant to shareholders.)

Authorized Shares

The maximum number of shares of stock that a corporation is legally permitted to issue, as specified in its charter. (Ondas is seeking to double its authorized shares from 400,000,000 to 800,000,000, a key proposal requiring shareholder approval.)

2021 Stock Incentive Plan

A plan established by the company to grant equity awards (like stock options or restricted stock units) to employees, directors, and consultants. (The company is seeking to increase the number of shares available under this plan, indicating potential future equity compensation.)

Restricted Stock Units (RSUs)

A form of equity award that represents the right to receive shares of company stock at a future date, typically upon meeting certain vesting conditions. (Neil Laird was granted 100,000 RSUs upon his appointment as CFO.)

Warrants

A security that gives the holder the right, but not the obligation, to purchase shares of stock at a specified price (exercise price) before a certain expiration date. (Neil Laird was issued 45,455 warrants with an exercise price of $0.66.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (The Record Date for the Special Meeting is October 8, 2025.)

Year-Over-Year Comparison

This DEF 14A filing focuses on proposals for an upcoming Special Meeting, including a significant increase in authorized shares and stock incentive plan amendments. Unlike a typical annual report, it does not provide a direct year-over-year comparison of financial performance metrics. However, executive compensation details show a notable increase in CEO Eric A. Brock's salary effective April 1, 2025, and the appointment of a new CFO with a substantial compensation package including stock units and consulting fees, contrasting with the former CFO's reduced compensation in 2024.

Key Financial Figures

• $0.0001 — res of Ondas common stock, par value of $0.0001 per share ("Common Stock"), on the Reco
• $16,000 — and solicitation of proxies at a fee of $16,000, plus expenses. As is customary, we wil
• $100,000 — icers whose total compensation exceeded $100,000 for the fiscal years ended December 31,
• $54,564 — funds on Mr. Curelaru's behalf totaling $54,564, including payments for social security
• $11,099 — cluding payments for social security of $11,099, pension of 12,652, severance of 16,214
• $14,598 — verance of 16,214 and education fund of $14,598, (ii) a car allowance of $28,796, and (
• $28,796 — und of $14,598, (ii) a car allowance of $28,796, and (iii) recreational payments of $79
• $791 — 796, and (iii) recreational payments of $791. All Other Compensation for 2023 includ
• $42,727 — paid on Mr. Curelaru's behalf totaling $42,727 and other fringe benefits totaling $29,
• $29,386 — ,727 and other fringe benefits totaling $29,386. Policies and Practices Related to the
• $0.66 — r 21, 2024 and has an exercise price of $0.66. The amount reflected in this table rep
• $200,000 — Brock will receive an initial salary of $200,000 per annum, subject to annual review by
• $400,000 — roved an annual salary for Mr. Brock of $400,000 (effective April 1, 2025) and a discret
• $50,000 — l 1, 2025) and a discretionary bonus of $50,000. As part of the terms of the Brock Agr
• $40,000 — hief financial officer services for (i) $40,000 per month and (ii) warrants to purchase

Filing Documents

• ea0260056-02.htm (DEF 14A) — 712KB
• tbarchart_001.jpg (GRAPHIC) — 400KB
• tbarchart_002.jpg (GRAPHIC) — 448KB
• teric_sig.jpg (GRAPHIC) — 14KB
• tneil_sig.jpg (GRAPHIC) — 18KB
• tondas_logo.jpg (GRAPHIC) — 38KB
• tondas_logo1.jpg (GRAPHIC) — 38KB
• tproxy_001.jpg (GRAPHIC) — 1581KB
• tproxy_002.jpg (GRAPHIC) — 1483KB
• tproxy_003.jpg (GRAPHIC) — 1287KB
• tproxy_004.jpg (GRAPHIC) — 771KB
• 0001213900-25-100147.txt ( ) — 15897KB
• onds-20251020.xsd (EX-101.SCH) — 13KB
• onds-20251020_def.xml (EX-101.DEF) — 3KB
• onds-20251020_lab.xml (EX-101.LAB) — 44KB
• onds-20251020_pre.xml (EX-101.PRE) — 2KB
• ea0260056-02_htm.xml (XML) — 248KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 5 PAY VERSUS PERFORMANCE 10

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 12 PROPOSAL 1: CHARTER AMENDMENT PROPOSAL 13 PROPOSAL 2: INCENTIVE PLAN AMENDMENT PROPOSAL 15 STOCKHOLDER PROPOSALS 16 OTHER MATTERS 16 ANNEX A A-1 ANNEX B B-1 i Table of Contents PROXY STATEMENT This Proxy Statement contains information relating to the solicitation of proxies by the Board of Directors (the "Board") of Ondas Holdings Inc. ("Ondas" or the "Company," or "we," "us," and "our") for use at our Special Meeting of Stockholders ("Special Meeting"). Our Special Meeting will be held on Tuesday, November 18, 2025 at 10:00 a.m., Eastern time, at One Marina Park Drive, Suite 1410, Boston, MA 02210. If you will need directions to the Special Meeting, or if you require special assistance at the Special Meeting because of a disability, please contact Preston Grimes at (888) 350 -9994 . The close of business on October 8, 2025 has been fixed as the record date for the Special Meeting (the "Record Date"). Only holders of record of shares of Ondas common stock, par value of $0.0001 per share ("Common Stock"), on the Record Date are entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements of the Special Meeting. As of the Record Date, there were 349,151,926 shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting. This proxy statement and form of proxy are first being mailed to stockholders on or about October 20, 2025. 1 Table of Contents QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING What is the purpose of the Special Meeting? The Special Meeting will be held to consider and vote upon the following proposals: 1. Charter Amendment Proposal — a proposal to approve an amendment to the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock from 400,000,000 to 800,000,000; 2. Incentive Plan Amendment Proposal — a proposal to approve an amend

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION Executive and Director Compensation Summary Compensation Table The following table provides the compensation earned by our principal executive officer and other executive officers whose total compensation exceeded $100,000 for the fiscal years ended December 31, 2024 and 2023. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Eric A. Brock (1) 2024 $ 200,000 $ — $ — $ — $ — $ — $ 19,288 $ 219,288 (CEO) 2023 $ 200,000 $ — $ — $ — $ — $ — $ 22,318 $ 222,318 Neil Laird (2) (Interim CFO, Treasurer and Secretary) 2024 $ — $ — $ 15,578 (3) $ — $ — $ — $ 253,333 $ 268,911 Yishay Curelaru (4) 2024 $ 117,604 $ 60,819 $ — $ 58,300 $ — $ — $ 84,150 $ 320,873 (Former CFO, Treasurer and Secretary) 2023 $ 171,181 $ 55,025 $ — $ 288,750 $ — $ — $ 72,113 $ 587,069 ____________ (1) Mr. Brock's All Other Compensation for 2024 and 2023 includes health insurance premiums paid on Mr. Brock's behalf. (2) Mr. Laird was appointed as Interim Chief Financial Officer, Treasurer and Secretary of the Company on June 21, 2024, pursuant to the Services Agreement (as defined below) with AM Consulting. All Other Compensation for 2024 includes consulting fees incurred for Mr. Laird's services from June 21, 2024 through December 31, 2024. On June 20, 2025, the Board removed interim from Mr. Laird's title and appointed Mr. Laird Chief Financial Officer, Treasurer and Secretary of the Company, effective June 22, 2025. (3) Pursuant to the Services Agreement, Mr. Laird was issued warrants to purchase shares of Common Stock pursuant to the Ondas Holdings Inc. 2018 Incentive Stock Plan (the "20

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View this DEF 14A filing on SEC EDGAR