Viewbix Inc.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
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FY2025 · Filed Mar 27, 2026
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Item 11. EXECUTIVE COMPENSATION
Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.
The following table sets out the compensation paid for the fiscal years ended December 31, 2025 and 2024 as applicable, to our principal executive officer, the two other most highly paid executive officers and one additional individual for whom disclosure would have been provided but for the fact that the individual was not serving as anexecutive officer at the end of December 31, 2025. (“Named Executive Officers’):
The table is in U.S. dollars.
| Name and principal position | Year | Salary | Bonus | Stock Awards | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|---|---|
| Mr. Amihay Hadad | 2025 | 257,430 | - | - | - | 3,276 | 260,706 |
| Chief Executive Officer | 2024 | 226,376 | - | - | - | 3,798 | 230,174 |
| Shmuel Bendahan | 2025 | - | - | - | - | - | - |
| Former Chief Executive Officer of Gix Media(1) | 2024 | 158,107 | 37,947 | 12,500 | - | 12,042 | 220,596 |
| Shahar Marom | 2025 | 187,636 | - | - | - | - | 187,636 |
| Chief Financial Officer | 2024 | 165,568 | - | - | - | - | 165,568 |
| Ofir Peral | 2025 | 47,721 | - | - | - | - | 47,721 |
| Chief Executive Officer of Cortex(2) | 2024 | 183,683 | - | - | - | - | 183,683 |
| Asael Sharabi | 2025 | 55,212 | - | - | - | - | 55,212 |
| Chief Operations Officer of Cortex(3) | 2024 | 206,557 | - | - | - | - | 206,557 |
| (1) | Shmuel Bendahan served as the Chief Executive Officer of Gix Media until July 20, 2024. The amounts presented in the table include a total of $70,194 that the Company received from the Israeli National Insurance Institute, as reimbursement for the salary paid to Mr. Bendahan during his reserve services in the Israeli army. |
| (2) | Ofir Peral served as the Chief Executive Officer of Cortex until November 9, 2025. |
| (3) | Asael Sharabi served as the Chief Financial Officer of Cortex until November 9, 2025. |
Director’s Compensation
The following table sets forth the compensation we paid our non-executive directors during the fiscal year ended December 31, 2025.
| Name | Fees earned or paid in cash ($) | Stock awards ($) | Option awards ($) | All other compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Yoram Baumann(1) | 99,768 | - | - | - | 99,768 |
| Alon Dayan | 11,584 | - | - | - | 11,584 |
| Amitay Weiss | 11,584 | - | - | - | 11,584 |
| Liron Carmel(2) | 8,688 | - | - | - | 8,688 |
| Eliyahu Yoresh | 11,584 | - | - | - | 11,584 |
| Kineret Tzedef(3) | 2,896 | - | - | - | 2,896 |
| Ronen Rosenbloom(4) | 2,896 | - | - | - | 2,896 |
| (1) | Yoram Baumann resigned from our Board of Directors on June 9, 2025 |
| (2) | Liron Carmel resigned from our Board of Directors on September 25, 2025 |
| (3) | Kineret Tzedef was appointed to our Board of Directors on September 25, 2025 |
| (4) | Ronen Rosenbloom was appointed to our Board of Directors on September 25, 2025 |
Effective as of October 1, 2022, our non-executive directors, excluding the chairman of our Board of Directors, are each entitled to a quarterly compensation fee of NIS 10,000 (approximately $3,134).
On November 25, 2025, our Board of Directors approved, beginning on January 1, 2026 and effective upon the closings of the November 2025 Private Placement and the Quantum acquisition, a monthly director service fee to the chairman of our Board of Directors of $12,000, payable by Xylo Technologies Ltd., a subsidiary of one of our stockholders, and that the chairman of our Board of Directors shall be eligible for an annual bonus in an amount determined by our Board of Directors on an annual basis.
Compensation Policies and Practices as They Relate to the Company’s Risk Management
We believe that our compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on us.
Compensatory Arrangements
Except for our Chief Executive Officer and Chief Financial Officer, we do not have any formal employment or consulting agreement with any of our officers. Any future compensation will be determined by the Board of Directors, and, as appropriate, an employment agreement will be executed.
Chief Executive Officer
We have entered into an employment agreement, through Viewbix Israel, with Mr. Amihay Hadad, our Chief Executive Officer, pursuant to which as of December 1, 2022, he is entitled to receive the following terms of compensation: (i) a gross monthly base salary of NIS 50,000 (approximately $16,000) and (ii) certain additional performance-based cash awards, including (a) the Company’s achievement of certain pre-determined financial targets (as evaluated pursuant to adjusted EBITDA metrics), (b) completion of certain merger and acquisition transactions, and (c) pursuant to the discretion of the Board of Directors following a review of Mr. Hadad’s performance upon the completion of the fiscal year (collectively the “Bonus Payments”). The Bonus Payments, in the aggregate, are limited to an amount equal to six (6) months’ base salary*.*In accordance with the terms of Mr. Hadad’s employment agreement, he will also receive additional benefits customary for a chief executive officer of his experience and for companies of similar stature and standing to that of the Company.
The foregoing description of Mr. Hadad’s employment agreement is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is filed as Exhibit 4.8 hereto.
Chief Financial Officer
We have entered into an employment agreement, through Viewbix Israel, with Mr. Shahar Marom, our Chief Financial Officer, pursuant to which as of July 1, 2022, he is entitled to receive the following terms of compensation: (i) a gross monthly base salary of NIS 40,000 (approximately $12,914) and (ii) certain additional performance-based cash awards, including (a) the Company’s achievement of certain pre-determined financial targets (as evaluated pursuant to adjusted EBITDA metrics), and (b) pursuant to the discretion of the Board of Directors following a review of Mr. Marom’s performance upon the completion of the fiscal year (collectively the “Bonus Payments”). The Bonus Payments, in the aggregate, are limited to an amount equal to one (1) to two (2) months’ base salary*.*In accordance with the terms of Mr. Marom’s employment agreement, he will also receive additional benefits customary for a chief financial officer of his experience and for companies of similar stature and standing to that of the Company.
The foregoing description of Mr. Marom’s employment agreement is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is filed as Exhibit 4.39 hereto.
Outstanding Equity Awards
As of the end of the year ended December 31, 2025, our executive officers did not hold any outstanding equity awards to purchase shares of our common stock. There were no awards made to our executive officers in the last completed fiscal year.
Option Grants
During the year ended December 31, 2025, the Board of Directors did not authorize the issuance of equity awards to executive officers and directors to purchase shares of our common stock.
Aggregated Option Exercises and Fiscal Year-End Option Value
There were no stock options exercised during the year ending December 31, 2025, by our executive officers.
Indebtedness of Management
No officer, director or security holder known to us to own of record or beneficially more than 5% of our common stock or any member of the immediate family or sharing the household (other than a tenant or employee) of any of the foregoing persons is indebted to us in the years 2025 and 2024.
Pay Versus Performance
We are required by SEC rules to disclose the following information regarding compensation paid to our Principal Executive Officer (the “PEO”) and our other named executive officers (collectively, the “Non-PEO NEOs”). The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner prescribed by the SEC rules and do not necessarily align with how we or the compensation committee views the link between our performance and pay of our named executive officers. The footnotes below set forth the adjustments from the total compensation for each of our NEOs reported in the Summary Compensation Table above. As permitted under the rules applicable to smaller reporting companies, we are including two years of data and are not including a peer group total shareholder return or company-selected measure, as contemplated under Item 402(v) of Regulation S-K.
The following table sets forth additional compensation information of our PEO and Non-PEO NEOs, along with total shareholder return, and net loss results for the years ended December 31, 2025 and 2024:
| Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) | Net Loss (in 000s)(6) |
|---|---|---|---|---|---|---|
| 2025 | $260,706 | $260,706 | $96,856 | $96,856 | $340 | $(20,815) |
| 2024 | 230,174 | 230,174 | 194,101 | 194,101 | 1,138 | (14,106) |
(1)Mr. Amihay Hadad served as our Chief Executive Officer for the entirety of 2025 and 2024. The Non-PEO NEOs for 2025 were Mr. Shahar Marom, Mr. Ofir Peral, the chief executive officer of Cortex, and Mr. Asael Sharabi, the chief operations officer of Cortex. The Non-PEO NEOs for 2024 were Mr. Shmuel Bendahan, the former chief executive officer of Gix Media Ltd. until July 20, 2024, Mr. Ofir Peral, the chief executive officer of Cortex, and Mr. Asael Sharabi, the chief operations officer of Cortex. On November 9, 2025, Gix Media all of the issued and outstanding share capital of Cortex held by Gix Media, constituting 80% of Cortex’s issued and outstanding share capital pursuant to which Cortex ceased being a majority-owned direct subsidiary of Gix Media and ceased being an indirect subsidiary of Viewbix.
(2)The dollar amounts reported herein represent the amount of total compensation reported for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year.
(3)The dollar amounts reported below represent the amount of “compensation actually paid” to our PEO and Non-PEO NEOs (as an average) as computed in accordance with Item 402(v) of Regulation S-K, for each covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to the PEOs and Non-PEO NEOs during the applicable fiscal year. For purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions and no dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date were not otherwise included in the total compensation for the covered fiscal year. In calculating the “compensation actually paid” amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. The valuation assumptions used to calculate such fair values did not materially differ from those disclosed at the time of grant. The following table details the applicable adjustments that were made to the determine “compensation actually paid” (all amounts are averages for Non-PEO NEOs).
| PEO | Non-PEO NEO Average | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Summary Compensation Table Total | $260,706 | $230,174 | $96,856 | $194,101 |
| - Grant date fair value of awards granted during the covered fiscal year | - | - | - | - |
| + Fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested at the end of the covered year | - | - | - | - |
| Compensation Actually Paid | $260,706 | $230,174 | $96,856 | $194,101 |
(4)The dollar amounts reported herein represent the average of the amounts of total compensation reported for our Non-PEO NEOs as a group for each covered fiscal year in the “Total” column of the Summary Compensation Table for each applicable year.
(5)Cumulative total stockholder return (“TSR”) assumes $100 was invested on December 31, 2023 and is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our stock price at the end and the beginning of the measurement period (December 31, 2023) by our stock price at the beginning of the measurement period. At December 31, 2025, 2024 and 2023, the per share closing prices for our common stock were $1.53, $5.12 and $0.45, respectively. No dividends were paid on stock or option awards for all periods presented.
(6)Net loss is reflected as reported in our audited consolidated financial statements for the applicable fiscal year.
Pay Versus Performance Comparative Disclosure
The Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the PVP table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with CAP (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following narrative disclosure regarding the relationships between information presented in the PVP table.
Compensation Actually Paid and Company TSR
During fiscal 2024 and 2025, compensation actually paid to our PEO increased from $230,174 in fiscal 2024 to $260,706 in fiscal 2025. Average compensation actually paid to our Non-PEO NEOs decreased from $194,101 in fiscal 2024 to $96,856 in fiscal 2025. Over the same period, the value of an investment of $100 in our common stock on the last trading day of 2023 increased by $1,118 to $1,138 during fiscal 2024, and further decreased by $798 to $340 during fiscal 2025, for a total increase over fiscal 2024 and 2025 of $320.
Compensation Actually Paid and Net Loss
During fiscal 2024 and 2025, compensation actually paid to our PEO increased from $230,174 in fiscal 2024 to $260,706 in fiscal 2025. Average compensation actually paid to our Non-PEO NEOs decreased from $194,101 in fiscal 2024 to $96,856 in fiscal 2025. Over the same period, our net loss increased by $5,419 thousand during fiscal 2024 (from a net loss in fiscal 2023 of $8,687 thousand to a net loss in fiscal 2024 of $14,016 thousand), and increased by $6,799 thousand during fiscal 2025 (from a net loss in fiscal 2024 of $14,016 thousand to a net loss in fiscal 2025 of $20,815 thousand).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.