Ondas (ONDS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 12, 2025, to vote on director elections, auditor ratification, executive compensation, amendments to the charter, and the stock incentive plan.

• The Board recommends voting in favor of all proposals, including increasing authorized common stock and expanding the 2021 Stock Incentive Plan.

• Only shareholders of record as of April 10, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Six directors are nominated for election, each for a one-year term.

• Proposals include ratifying the independent auditor, advisory approval of executive compensation, amending the charter to increase authorized shares, and amending the 2021 Stock Incentive Plan.

• The Board recommends voting FOR all proposals.

• Shareholders may submit proposals or director nominations for the 2026 meeting by following specified procedures and deadlines.

Board of directors and corporate governance

• The Board consists of six members, with a mix of executive and independent directors.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• The Board held six meetings and took 15 actions by unanimous written consent in 2024.

• The company has a Code of Business Conduct and Ethics and an Insider Trading Policy.

• Board leadership combines the roles of Chairman and CEO, with committee chairs rotating as presiding directors.