LFWD DEF 14A Report ended June 23, 2022

For the reasons set forth in the accompanying Proxy Statement, our Board of Directors recommends that you vote ‘‘FOR’’ Proposals 1 – 6 and “AGAINST” Proposals 7 – 9 on the agenda for the Meeting.

Very truly yours, Jeff Dykan Chairman of the Board of Directors Yokneam Ilit, Israel June 23, 2022

1.

To reelect three current directors named in the attached proxy statement (“Proxy Statement”), each as a Class II director of the board of directors of the Company (the “Board” or the “Board of Directors”), to serve until the 2025 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999 (the “Israel Companies Law”).

2.

To approve an amendment to the Company’s 2014 Incentive Compensation Plan to increase the number of shares available for issuance thereunder by 4,400,000 ordinary shares.

3.

To approve (i) subject to approval of Proposal 2, a grant of 200,000 restricted stock units to Larry Jasinski, the Company’s Chief Executive Officer, and (ii) an increase in Mr. Jasinski’s annual salary by four percent, effective January 1, 2022.

4.

To approve the terms of consulting services by Randel E. Richner, a member of the Board.

5.

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, 2022 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.

6.

To approve, on an advisory basis, the Company’s executive compensation, commonly referred to as a “Say-on-Pay” vote.

7.

To consider a shareholder proposal by Creative Value Capital Limited Partnership (“CVC”) to elect two shareholder nominees named in the Proxy Statement, each as a Class II director of the Board, to serve until the 2025 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.

9.

To consider a shareholder proposal by CVC to remove three of the Company’s directors immediately following the Meeting.

10.

To report on the business of the Company for the year ended December 31, 2021 and review the 2021 financial statements.

11.

To act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof.

By Order of the Board of Directors, Jeff Dykan Chairman of the Board of Directors Yokneam Ilit, Israel June 23, 2022

QUESTIONS AND ANSWERS ABOUT THE MEETING	2
DATE THESE PROXY MATERIALS ARE FIRST BEING MADE AVAILABLE	8
PROPOSAL 1 — ELECTION OF CLASS II DIRECTORS	9
CORPORATE GOVERNANCE	13
AUDIT COMMITTEE REPORT	22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	23
DIRECTOR COMPENSATION	25
EXECUTIVE OFFICERS	27
EXECUTIVE COMPENSATION	28
EQUITY COMPENSATION PLANS	33
EQUITY COMPENSATION PLAN INFORMATION	37
PROPOSAL 2 — APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2014 INCENTIVE COMPENSATION PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE THEREUNDER BY 4,400,000 ORDINARY SHARES	38
PROPOSAL 3 — APPROVAL OF (I), SUBJECT TO APPROVAL OF PROPOSAL 2, A GRANT OF 200,000 RESTRICTED STOCK UNITS TO LARRY JASINSKI, THE COMPANY’S CHIEF EXECUTIVE OFFICER, AND (II) AN INCREASE IN MR. JASINSKI’S ANNUAL SALARY BY FOUR PERCENT, EFFECTIVE JANUARY 1, 2022	40
PROPOSAL 4 - APPROVAL OF TERMS OF CONSULTING SERVICES BY RANDEL E. RICHNER, A MEMBER OF THE COMPANY’S BOARD OF DIRECTORS	42
PROPOSAL 5 — REAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	44
PROPOSAL 6 — NON-BINDING SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION	46
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	47
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	49
SHAREHOLDER PROPOSALS	50
PROPOSAL 7 – ELECTION OF SHAREHOLDER NOMINEES	50
PROPOSAL 8 – APPROVAL OF AN AMENDMENT TO THE COMPANY’S ARTICLES OF ASSOCIATION TO DECLASSIFY THE BOARD OF DIRECTORS AND REMOVE CERTAIN SUPERMAJORITY VOTE PROVISIONS FOR DIRECTOR REMOVAL IMMEDIATELY FOLLOWING THE MEETING	53
PROPOSAL 9 –REMOVAL OF THREE OF THE COMPANY’S DIRECTORS IMMEDIATELY FOLLOWING THE MEETING	56
REVIEW OF THE COMPANY’S FINANCIAL STATEMENTS FOR 2021	57
PROPOSALS OF SHAREHOLDERS AT 2023 ANNUAL MEETING	57
OTHER BUSINESS	57
ADDITIONAL INFORMATION	58
APPENDIX A - AMENDED AND RESTATED 2014 INCENTIVE COMPENSATION PLAN	A-1
APPENDIX B – CONSULTING AGREEMENT BETWEEN THE COMPANY AND RICHNER CONSULTANTS, LLC	B-1

1.

To reelect three current directors named in this Proxy Statement, each as a Class II director of the Board, to serve until the 2025 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999 (the “Israel Companies Law”).

2.

To approve an amendment to the Company’s 2014 Incentive Compensation Plan to increase the number of shares available for issuance thereunder by 4,400,000 ordinary shares.

3.

To approve (i) subject to approval of Proposal 2, a grant of 200,000 restricted stock units to Larry Jasinski, the Company’s Chief Executive Officer, and (ii) an increase in Mr. Jasinski’s annual salary by four percent, effective January 1, 2022.

4.

To approve the terms of consulting services by Randel E. Richner, a member of the Board.

5.

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, 2022, 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.

6.

To approve, on an advisory basis, the Company’s executive compensation, commonly referred to as a “Say-on-Pay” vote.

7.

To consider a shareholder proposal by Creative Value Capital Limited Partnership (“CVC”) to elect two shareholder nominees named in the Proxy Statement, each as a Class II director of the Board, to serve until the 2025 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.

9.

To consider a shareholder proposal by CVC to remove three of the Company’s directors immediately following the Meeting.

10.

To report on the business of the Company for the year ended December 31, 2021 and review the 2021 financial statements.

11.

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 Wednesday, July 27, 2022, at 10:00 a.m. (Eastern Time), at the Hyatt Place Marlborough / Apex Center Hotel, 169 Apex Drive, Marlborough, MA 01752. The health and well-being of our employees and shareholders are paramount, and we are closely monitoring developments related to the ongoing COVID-19 pandemic. Although we intend to hold our Meeting in person, we are sensitive to the public health and travel concerns our shareholders may have and the protocols that governments may impose. We reserve the right to convert to a virtual only meeting format. If we convert to a virtual only online meeting, we will announce the decision to do so in a Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”). As always, we encourage you to vote your shares prior to the Meeting.

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 basis, subject to any applicable COVID-19 protocols and regulations. Current proof of ownership of ReWalk’s shares as of the Record Date (as defined below), as well as a form of personal photo identification, must be presented in order to be admitted to the Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a current brokerage statement or other form of proof reflecting ownership as of the Record Date (as defined below) with you to the Meeting. No cameras, recording equipment, electronic devices, use of cell phones or other mobile devices, large bags or packages will be permitted at the Meeting.

Q:	Who is entitled to vote?

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:

•	filing a written notice of revocation with our Director of Finance, delivered to our address above;

•	delivering a timely later-dated proxy card or voting instruction form; or

•	attending the Meeting and voting (attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request).

Q:	How are my votes cast when I submit a proxy vote?

A:	When you submit a proxy vote, you appoint Jeff Dykan, Larry Jasinski and Almog Adar, or any of them, as your representative(s) at the Meeting. Your shares will be voted at the Meeting as you have instructed.

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
Proposals 1.a., 1.b. and 1.c:  Election of three Class II directors for a three-year term expiring in 2025	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”). The results of the voting for Proposals 1.a., 1.b. and 1.c. will be considered together with the results of the voting for Proposals 7.a. and 7.b. To the extent more than three directors receive the affirmative vote of the holders of shares representing a majority of the voting power represented at the Meeting in person or by proxy and voting thereon, the three nominees who receive the highest number of affirmative votes in favor of their election will be elected to serve as Class II directors.	Abstentions and broker non-votes will not be treated as either a vote “ FOR ” or “ AGAINST ” the proposals.	No.
Proposal 2:  Approval of an amendment to the Company’s 2014 Incentive Compensation Plan to increase the number of shares available for issuance thereunder	An Ordinary Majority.	Abstentions and broker non-votes will not be treated as either a vote “ FOR ” or “ AGAINST ” the proposal.	No.
Proposals 3.a. and 3.b.:  Subject to approval of Proposal  2, approval of (i) a grant of equity awards to and (ii) an increase in the annual salary of the Company’s Chief Executive Officer	Affirmative vote of an Ordinary Majority.  In addition, a Special Majority, as discussed below, is required under Israeli law for approval of Proposals 3.a. and 3.b.	Abstentions and broker non-votes will not be treated as either a vote “ FOR ” or “ AGAINST ” the proposals.	No.
Proposal 4:  Approval of the terms of consulting services by a member of the Board.	Affirmative vote of an Ordinary Majority.	Abstentions and broker non-votes will not be treated as either a vote “ FOR ” or “ AGAINST ” the proposal.	No.
Proposal 5: 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, 2022.	Affirmative vote of an Ordinary Majority.	Because brokers have discretionary authority to vote on Proposal 5, we do not expect for there to be any broker non‑votes for Proposal 5, and abstentions will not be treated as either a vote “ FOR ” or “ AGAINST ” the proposal.	Yes.
Proposal 6:  Approval, on an advisory basis, of the compensation of the Company’s named executive officers.	Affirmative vote of an Ordinary Majority.	Abstentions and broker non-votes will not be treated as either a vote “ FOR ” or “ AGAINST ” the proposal.	No.
Proposals 7.a. and 7.b.:  Shareholder proposal regarding the election of two shareholder nominees as Class II directors for a three-year term expiring in 2025.	Affirmative vote of an Ordinary Majority. The results of the voting for Proposals 7.a. and 7.b. will be considered together with the results of the voting for Proposals 1.a., 1.b. and 1.c. To the extent more than three directors receive the affirmative vote of an Ordinary Majority, the three nominees who receive the highest number of affirmative votes in favor of their election will be elected to serve as Class II directors.	Abstentions and broker non-votes will not be treated as either a vote “ FOR ” or “ AGAINST ” the proposals.	No.
Proposal 8: Shareholder proposal to amend the Company’s Articles of Association to declassify the Board and remove certain supermajority vote provisions for director removal immediately following the Meeting.	Affirmative vote of 65% or more of the voting power of our issued and outstanding ordinary shares.	Abstentions and broker non-votes will have the same effect as a vote “ AGAINST ” the proposal.	No.
Proposal 9: Shareholder proposal to remove three of the Company’s directors immediately following the Meeting.	Affirmative vote of 65% or more of the voting power of our issued and outstanding ordinary shares.	Abstentions and broker non-votes will have the same effect as a vote “ AGAINST ” the proposal.	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 SEC within four business days after the Meeting.  If final voting results are not available to us in time to file a Form 8-K within four business days after the Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

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. We have also engaged Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902 (“Morrow Sodali”) to assist us in soliciting proxies for a fee estimated not to exceed $85,000.

Q:	Who can I contact for more information or questions about the Meeting or the Proposals on the agenda for the Meeting?

A:

Please contact our proxy solicitor, Morrow Sodali, for more information or questions about the Meeting or any of the Proposals on the agenda for the Meeting.  They can be reached by calling +1 (800) 662-5200 or banks and brokers can call toll-free within the United States at +1 (203) 658-9400, or by emailing RWLK@investor.morrowsodali.com.

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: Director of Finance, or by facsimile to +972-4-959-0125, no later than July 17, 2022. Position statements must be in English and otherwise must comply with applicable law. We will make publicly available any valid position statement that we receive.

•

a director who is, or at any time during the past three years was, employed by the company;

•

a director who accepted or who has a family member who accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than compensation for board or board committee service, compensation paid to a family member who is an employee (other than an executive officer) of the company, or benefits under a tax-qualified retirement plan, or non-discretionary compensation;

•

a director who is a family member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer;

•

a director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs;

•

a director who is, or has a family member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the company serve on the compensation committee of such other entity; and

•

a director who is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years.

•

overseeing our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the Board in accordance with Israeli law;

•

reviewing regularly the senior members of the independent auditor’s team, including the lead audit partner and reviewing partner;

•

pre-approving the terms of audit, audit-related and permitted non-audit services provided by the independent registered public accounting firm for pre-approval by our Board;

•

recommending the engagement or termination of the person filling the office of our internal auditor;

•

reviewing periodically with management, the internal audit and the independent registered public accounting firm the adequacy and effectiveness of the Company’s internal control over financial reporting; and

•

reviewing with management and the independent registered public accounting firm the annual and quarterly financial statements of the Company prior to filing with the SEC.

•

determining whether there are deficiencies in the business management practices of the Company and making recommendations to our Board to improve such practices;

•

determining whether to approve certain related party transactions, and classifying transactions in which a controlling shareholder has a personal benefit or other interest as significant or insignificant (which affects the required approvals) (see “—Approval of Related Party Transactions under Israeli Law” below);

•

examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities, and in certain cases approving the annual work plan of our internal auditor;

•

examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our Board or shareholders, depending on which of them is considering the appointment of our auditor; and

•

establishing procedures for the handling of employees’ complaints as to the deficiencies in the management of our business and the protection to be provided to such employees.

•

reviewing and making recommendations regarding our Compensation Policy at least every three years;

•

recommending to the Board periodic updates to the Compensation Policy;

•

assessing implementation of the Compensation Policy;

•

approving compensation terms of executive officers, directors and employees affiliated with controlling shareholders; and

•

exempting certain compensation arrangements from the requirement to obtain shareholder approval under the Israel Companies Law.

•

reviewing and approving the granting of options and other incentive awards under the Company’s equity compensation plans to the extent such authority is delegated by our Board;

•

recommending the Company’s compensation policy and reviewing that policy from time to time both with respect to the CEO and other office holders and generally, including to assess the need for periodic updates;

•

reviewing and approving corporate goals relevant to the compensation of the CEO and other officers and evaluating the performance of the CEO and other officers; and

•

reviewing, evaluating and making recommendations regarding the compensation and benefits for our non-employee directors.

•

overseeing and assisting our Board in reviewing and recommending nominees for election as directors;

•

reviewing and evaluating recommendations regarding management succession;

•

assessing the performance of the members of our Board; and

•

establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to our Board a code of conduct.

Board Diversity Matrix (As of June 23, 2022)
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	7	—	1
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	1	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	6	—	1
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	1

•

a transaction other than in the ordinary course of business;

•

a transaction that is not on market terms; or

•

a transaction that may have a material impact on a company’s profitability, assets or liabilities.

The Audit Committee Yohanan Engelhardt Dr. John William Poduska Wayne B. Weisman

Name		Fees Earned in Cash ($)				RSU Awards ($)				Total ($)
Jeff Dykan			63,872	(2)			25,832	(1)			89,704
Aryeh (Arik) Dan			65,081	(3)			25,832	(1)			90,913
Yohanan Engelhardt			68,677	(4)			25,832	(1)			94,509
Yasushi Ichiki			51,749	(5)			25,832	(1)			77,581
Dr. John William Poduska			69,069	(6)			25,832	(1)			94,901
Randel Richner			58,775	(7)			25,832	(1)			84,607
Wayne B. Weisman			67,071	(8)			25,832	(1)			92,903

(1)	Amounts represent the aggregate grant date fair value of an award of 13,888 RSUs issued under the Amended and Restated 2014 Incentive Compensation Plan (the “2014 Plan”) as an annual award to the applicable directors, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The fair value of RSUs granted is determined based on the price of the Company’s ordinary shares on the date of grant. All RSUs become vested and exercisable in four equal quarterly installments starting three months following the grant date. The valuation assumptions used in determining such amounts are described in Notes 2k and 8c to our consolidated financial statements included in our 2021 Annual Report.
(2)	Represents $25,836 earned by Mr. Dykan as an annual retainer for serving as our Chairman on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation (as discussed below), $7,978 for attending meetings of the Board of Directors, $9,834 for serving as a member of the mergers and acquisitions committee and $1,474 for serving as a member of the Company’s nomination and governance committee.
(3)	Represents $25,836 earned by Mr. Dan as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $8,795 for attending meetings of the Board of Directors, $5,396 for serving as a member of the compensation committee, $4,830 for serving as a member of the mergers and acquisitions committee and $1,474 for serving as a member of the Company’s nomination and governance committee.
(4)	Represents $25,836 earned by Mr. Engelhardt as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $9,360 for attending meetings of the Board of Directors, $4,107 for serving as the chairman of the audit committee, $9,834 for serving as a member of the mergers and acquisitions committee and $790 for serving as a member of the Company’s finance committee established for its securities offerings.
(5)	Represents $25,836 earned by Mr. Ichiki as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation and $7,163 for attending meetings of the Board of Directors.
(6)	Represents $25,836 earned by Dr. Poduska as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $9,360 for attending meetings of the Board of Directors, $4,107 for serving as a member of the audit committee, $5,396 for serving as the chairman of the compensation committee, $4,830 for serving as a member of the mergers and acquisitions committee and $790 for serving as a member of the Company’s finance committee established for its securities offerings.
(7)	Represents $25,836 earned by Ms. Richner as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $9,360 for attending meetings of the Board of Directors and $4,829 for serving as a member of the mergers and acquisitions committee.
(8)	Represents $25,836 earned by Mr. Weisman as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $8,544 for attending meetings of the Board of Directors, $4,107 for serving as a member of our audit committee and $9,834 for serving as a member of the mergers and acquisitions committee.

Name		Number of Shares
Jeff Dykan			7,445	(1)
Aryeh (Arik) Dan			7,445
Yohanan Engelhardt			6,944
Yasushi Ichiki			7,445
Dr. John William Poduska			7,946
Randel Richner			6,944
Wayne B. Weisman			7,445	(2)

Name	Age	Position
Larry Jasinski	64	Chief Executive Officer and Director
Almog Adar	38	Director of Finance
Jeannine Lynch	57	Vice President of Market Access and Strategy

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

(1)	Represents one-time discretionary cash bonuses to each of the Named Executive Officers.
(2)	Amounts represent the aggregate grant date fair value of such awards computed in accordance with FASB ASC Topic 718. The fair value of RSUs granted is determined based on the price of the Company’s ordinary shares on the date of grant. The fair value of options awards was estimated at the date of grant using a Black-Scholes-Merton option pricing model with assumptions related to expected volatility, risk free rate, dividend yield, expected term (in years) and ReWalk share price.
(3)	Amounts reported in this column include benefits and perquisites, including those mandated by Israeli law.  Such benefits and perquisites include payments, contributions and/or allocations for social benefits and car expenses.
(4)	Mr. Jasinski does not receive any additional compensation for his services as a director. See “Director Compensation” above.
(5)	Consists of 150,000 RSUs that were granted under the 2014 Plan to Mr. Jasinski on May 21, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date.
(6)	Consists of 300,000 RSUs that were granted under the 2014 Plan to Mr. Jasinski on June 18, 2020, which vest ratably in four equal annual installments starting on the first anniversary of the grant date.
(7)	Mr. Gon resigned as Chief Financial Officer, effective as of March 12, 2022.
(8)	The amounts set forth for Mr. Gon in the columns “Salary,” “Non-Equity Incentive Plan,” and “All Other Compensation” represent payments, contributions and/or allocations that were made in NIS, and have been translated to U.S. dollars according to the average exchange rate on the applicable period.
(9)	Consists of 75,000 RSUs that were granted under the 2014 Plan to Mr. Gon on June 30, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date.
(10)	Consists of $59,105 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $20,867 with respect to Mr. Gon’s personal use of a Company-leased car.
(11)	Consists of 150,000 RSUs that were granted under the 2014 Plan to Mr. Gon on July 2, 2020, which vest ratably in four equal annual installments starting on the first anniversary of the grant date, and 10,000 RSUs that were granted under the 2014 Plan to Mr. Gon on July 2, 2020, which vested immediately on the date of grant.
(12)	Consists of $54,350 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $16,928 with respect to Mr. Gon’s personal use of a Company-leased car.
(13)	Ms. Lynch joined the Company effective August 31, 2021.
(14)	Consists of 125,000 RSUs that were granted under the 2014 Plan to Ms. Lynch on August 31, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date.

Name and Principal Position			Salary ($)				Non-Equity Incentive Plan ($) (1)				Stock Awards ($) (2)				Option Awards ($) (2)				All Other Compensation ($) (3)				Total ($)
Miri Pariente, Vice President of Operations, Regulatory and Quality (4)
				187,807				41,950				72,085	(5)			—				91,989	(6)			393,831
David Hexner, Vice President of Research and Development (4).
				144,124				32,626				12,675	(5)			—				67,299 )	(6)			256,724

(1)	Represents one-time discretionary cash bonuses to each of the officers listed herein.
(2)	Amounts represent the aggregate grant date fair value of such awards computed in accordance with FASB ASC Topic 718. The fair value of RSUs granted is determined based on the price of the Company’s ordinary shares on the date of grant. The fair value of options awards was estimated at the date of grant using a Black-Scholes-Merton option pricing model with assumptions related to expected volatility, risk free rate, dividend yield, expected term (in years) and ReWalk share price.
(3)	Amounts reported in this column include benefits and perquisites, including those mandated by Israeli law.  Such benefits and perquisites include payments, contributions and/or allocations for social benefits and car expenses.
(4)	The amounts set forth for each of Ms. Pariente and Mr. Hexner in the columns “Salary,” “Non-Equity Incentive Plan,” and “All Other Compensation” represent payments, contributions and/or allocations that were made in NIS, and have been translated to U.S. dollars according to the average exchange rate on the applicable period.
(5)	Consists of 10,000 RSUs that were granted under the 2014 Plan to Ms. Pariente on January 1, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date, and 32,500 RSUs that were granted under the 2014 Plan to Ms. Pariente on June 30, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date., and
(6)	Consists of $55,217 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $36,772 with respect to Ms. Pariente’s personal use of a Company-leased car.
(7)	Consists of 7,500 RSUs that were granted under the 2014 Plan to Mr. Hexner on June 30, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date.
(8)	Consists of $44,508 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $22,791 with respect to Mr. Hexner’s personal use of a Company-leased car.

					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 ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested (2) ($)
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
		6/27/2017	(6)		5,000				52.50		6/27/2027
		5/3/2018	(7)		7,655		1,094		26.88		5/3/2028
		3/27/2019	(8)		8,542		3,883		5.37		3/27/2029
		5/3/2018	(9)										438		539
		3/27/2019	(10)										1,243		1,529
		6/18/2020	(11)										225,000		276,250
		5/21/2021	(12)										150,000		184,500
Ori Gon		2/22/2018	(13)		3,619		242		28.75		2/22/2028
		5/3/2018	(7)		2,296		329		27.11		5/3/2028
		2/22/2018	(15)										179		220
		5/03/2018	(9)										132		162
		6/1/2019	(15)										1,500		1,845
		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, 2021 ($1.23) multiplied by the number of shares subject to the award.

(3)	Option awards became vested and exercisable a rate of 1/12 th the original number of ordinary shares subject thereto on a quarterly basis commencing on May 1, 2012.

(4)	Option awards vested at a rate of 1/12 th the original number of ordinary shares subject thereto on a quarterly basis commencing on May 10, 2012.

(5)	Option awards vested at a rate of 1/48 th the original number of ordinary shares subject thereto on a quarterly basis commencing on January 23, 2014.

(6)	Option awards vested with respect to 1/4 th of the original number of ordinary shares subject thereto on June 27, 2018 and vested thereafter at a rate of 1/16 th of the original number of shares on a quarterly basis commencing on September 27, 2018.

(7)	Option awards vested with respect to 1/4 th of the original number of ordinary shares subject thereto on May 3, 2019 and thereafter at a rate of 1/16 th of the original number of shares on a quarterly basis commencing on August 3, 2019 and ending on May 3, 2022.

(8)	Option awards vested with respect to 1/4 th of the original number of ordinary shares subject thereto on March 27, 2020 and thereafter at a rate of 1/16 th of the original number of shares on a quarterly basis commencing on June 27, 2020 and ending on March 27, 2023.

(9)	RSUs vested with respect to 1/4 th of the original number of shares on an annual basis commencing on May 3, 2019 and ending on May 3, 2022.

(10)	RSUs vested with respect to 1/4 th of the original number of shares on an annual basis commencing on March 27, 2020 and ending on March 27, 2023.

(11)	RSUs vested with respect to 1/4 th of the original number of shares on an annual basis commencing on June 18, 2021 and ending on June 18, 2024.

(12)	RSUs vested with respect to 1/4 th of the original number of shares on an annual basis commencing on May 21, 2022 and ending on May 21, 2025.

(13)	Option awards vested with respect to 1/4 th of the original number of ordinary shares subject thereto on February 22, 2019 and thereafter at a rate of 1/16 th of the original number of shares on a quarterly basis commencing on May 22, 2019 and ending on May 22, 2022.

(14)	RSUs vested with respect to 1/4 th of the original number of ordinary shares subject thereto on February 22, 2019 and vest thereafter at a rate of 1/16 th of the original number of shares on a quarterly basis commencing on May 22, 2019 and ending on May 22, 2022.

(15)	RSUs vest with respect to 1/3 rd of the original number of shares on an annual basis commencing on June 1, 2020 and ending on June 1, 2023.

(16)	RSUs vested with respect to 1/4 th of the original number of shares on an annual basis commencing on July 2, 2021 and ending on July 2, 2024.

(17)	RSUs vested with respect to 1/4 th of the original number of shares on an annual basis commencing on June 30, 2022 and ending on July 2, 2025.

(18)	RSUs vested with respect to 1/4 th of the original number of shares on an annual basis commencing on August 31, 2022 and ending on August 31, 2025.

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)
Equity compensation plans approved by security holders			1,418,116			$	1.67				233,957
Equity compensation plans not approved by security holders			—				—				—
Total			1,418,116			$	1.67				233,957

2014 Plan
Name and Position		Dollar Value				Number of RSUs
Larry Jasinski (1) Chief Executive Officer and Director			N/A	(2)			200,000

(1)	This grant is subject to shareholder approval pursuant to Proposal 3. For more information on this grant, see Proposal 3 below.

(2)	This grant will be made effective on the date of the Meeting, and, as such, the dollar value is not currently known.

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
		($ in thousands)
Audit Fees (1)		$	295			$	275
Audit-Related Fees (2)		$	10			$	-
Tax Fees (3)		$	17			$	17
All Other Fees (4)		$	3			$	3
Total:		$	325			$	295

(1)

“Audit fees” include fees for services performed by our independent public accounting firm in connection with our annual audit for 2020 and 2021, fees related to the review of quarterly financial statements, fees related to our at-the-market equity offering program, follow-on offering of ordinary shares and follow-on offering of ordinary shares and warrants and fees for consultation concerning financial accounting and reporting standards.

(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.

•

marketing, distribution and commercialization of our products by Yaskawa, subject to a separate distribution agreement;

•

marketing and distribution of future Yaskawa healthcare equipment products by us in the scope of our sales network; and

•

improvement and quality control of our products by applying Yaskawa’s know-how and expertise in motion control and robotics.

•	Shareholders whose shares are registered in their own name should contact American Stock Transfer & Trust Company by telephone at 1-800-937-5449 or by mail at 6201 15 th Avenue, Brooklyn, N.Y. 11219, and inform it of their request; and

•	Shareholders whose shares are held by a broker or other nominee should contact the broker or other nominee directly and inform them of their request.

By Order of the Board of Directors, Jeff Dykan Chairman of the Board of Directors