Velarion · Company Intelligence
Compensation Brief
Fiscal year 2024 · Filings through 2026-09-28

DarioHealth Corp. (DRIO)

CEO Erez Raphael was paid $1,962,084 in fiscal year 2024, ↑ up 171.7% from fiscal year 2023 (SEC filing 0001104659-25-123724 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,996,152
Tomer Ben Kiki total, FY2024
Former Chief Operations Officer — highest-paid officer; CEO Erez Raphael: $1,962,084
—
CEO (Erez Raphael) pay percentile vs peers
2:1
CEO-to-median pay ratio
97.42%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Erez Raphael (Chief Executive Officer), FY2024 total compensation $1,962,084 (base salary $448,293) [exec_comp, SEC accession 0001104659-25-123724, filed 2025-12-22]

Answered within 24 hours, every figure cited to its SEC filing. If our database cannot answer your question, you are refunded automatically.

DRIO's next annual pay disclosure, estimated December 22, 2026.est. Filing ↗

01

Summary Compensation Table — fiscal year 2024

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Tomer Ben Kiki$384,041$0$0$1,573,421$0$0$38,690$1,996,152
Former Chief Operations Officer
Erez Raphael448,29301,344,000000169,7911,962,084
Chief Executive Officer
Richard Anderson345,00000962,2500059,0741,366,324
Former President
Zvi Ben David327,3110672,00000087,1441,086,455
former Chief Financial Officer
Steven Nelson212,30800532,5000044,564789,372
Chief Commercial Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2024 totalFY2023 totalFY2022 totalΔ FY2023→2024
Tomer Ben Kiki$1,996,152———
Erez Raphael1,962,084722,1872,956,012↑ +1,239,897
Richard Anderson1,366,324536,6481,730,932↑ +829,676
Zvi Ben David1,086,455342,5841,112,098↑ +743,871
Steven Nelson789,372———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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$1,996,152 Tomer Ben Kiki total, FY2024

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Data as of September 28, 2026 · Source: 0001104659-25-123724 · Velarion Executive Compensation Database, deposited on Zenodo (doi:10.5281/zenodo.22283855).

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01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2024 total
Adam SternIndependent Director$130,100
Dennis M. McGrathIndependent Director$204,400
Dennis MatheisIndependent Director$135,100
Hila KarahIndependent Director$135,100
Jon KaplanIndependent Director$130,100
Yoav ShakedIndependent Director$168,700
02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2024 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Dennis MatheisDirector2026-07-23A14,430$7$100,000CommonForm 4 ↗
Dennis MatheisDirector2026-09-24A44,00000CommonForm 4 ↗
Adam SternDirector2026-09-24A28,00000CommonForm 4 ↗
Yoav ShakedDirector2026-09-24A54,00000CommonForm 4 ↗
Hila KarahDirector2026-09-24A28,00000CommonForm 4 ↗
Dennis M. McGrathDirector2026-09-24A61,00000CommonForm 4 ↗
Erez RaphaelDirector2026-09-24A297,00000CommonForm 4 ↗
John R. PalumboDirector2026-09-24A62,00000CommonForm 4 ↗
Chen Franco-YehudaChief Financial Officer2026-09-24A95,00000CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

03

Grants of plan-based awards — fiscal year 2024

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Tomer Ben-KikiOPTION2024-11-04——15,983——
Richard AndersonOPTION2024-03-06——37,500——
Tomer Ben-KikiOPTION2024-02-15——35,898——
Steven NelsonOPTION2024-06-05——25,000—31,153
Erez RaphaelRSA2024-03-06——40,000—1,344,000
Zvi Ben DavidRSA2024-03-06——20,000—672,000
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Steven Nelson$0$0$31,1530.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2024

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Richard AndersonOption1,125143.8—
Richard AndersonOption4,500168.2—
Richard AndersonOption4,583357.8—
Richard AndersonOption11,71933.6—
05

Incentive-plan design — the Compensation Discussion & Analysis

The Compensation Committee utilizes market standard metrics, including an analysis of cash and equity compensation paid to independent directors and executives of the company's peer group, to determine compensation amounts and forms.

CEO STI target (% of salary)NaN%
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedging—
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-01-294,070,845107,6914,32597.42%Passed
20232023-12-118,934,1992,952,539639,95575.16%Passed
20202020-10-145,725,027107,49570,73498.16%Passed
20172017-12-045,222,83164,8037,18498.77%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-01-2997.42%a
20232023-12-1175.16%b
20202020-10-1498.16%c

a. Approved under the standard stated in the filing — “Abstentions are considered present for purposes of establishing a quorum but will have no effect on the approval of the Say on Pay Proposal.”.

b. Approved under the standard stated in the filing — “Abstentions are considered present for purposes of establishing a quorum but will have no effect on the approval of the Say on Pay Proposal.”.

c. Approved under the standard stated in the filing — “Abstentions are considered present for purposes of establishing a quorum but will have no effect on the approval of the Say on Pay Proposal.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)2 : 1
CEO total compensation$1,962,084
Median employee compensation—
08

Director compensation — fiscal year 2024

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Dennis M. McGrathIndependent · Audit (Chair) · Compensation (Chair)$70,000$134,400$0$0$0$204,400
Yoav ShakedIndependent · Audit · Compensation · Nominating and Corporate Governance17,500151,200000168,700
Hila KarahIndependent · Compensation17,500117,600000135,100
Dennis MatheisIndependent · Audit · Nominating and Corporate Governance (Chair)17,500117,600000135,100
Jon KaplanIndependent12,500117,600000130,100
Adam SternIndependent12,500117,600000130,100
Erez RaphaelEmployee director—————0
Lawrence LeisureIndependent——————
09

Board fee structure and ownership guideline

Annual cash retainer$50,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2024
Cash retainers and fees$147,500
Equity awards (grant-date value)$756,000
All other compensation$0
Total cost of the board$903,500

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1DarioHealth Corp.2024Erez Raphael$448,293$1,344,000$0$0$1,962,084

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at DarioHealth Corp. in fiscal 2024?
As disclosed, Tomer Ben Kiki (Former Chief Operations Officer) was the highest-paid executive at DarioHealth Corp. in fiscal 2024, with total compensation of $1,996,152.
What is DarioHealth Corp.'s CEO-to-median employee pay ratio?
As disclosed, DarioHealth Corp.'s CEO-to-median employee pay ratio was 2:1.
How did shareholders vote on DarioHealth Corp.'s executive compensation?
As disclosed, 97.42% of shareholders supported DarioHealth Corp.'s executive compensation in the latest say-on-pay vote.
How much does DarioHealth Corp. spend in total on board compensation for fiscal 2024?
As disclosed, DarioHealth Corp. reported total board compensation of $903,500 for fiscal 2024.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Tomer Ben KikiDEF 14A2025-12-220001104659-25-123724Section “Executive Compensation”. As printed: 1,996,152. Filing ↗
2Section 01, Erez RaphaelDEF 14A2025-12-220001104659-25-123724Section “Executive Compensation”. As printed: 1,962,084. Filing ↗
3Section 01, Richard AndersonDEF 14A2025-12-220001104659-25-123724Section “Executive Compensation”. As printed: 1,366,324. Filing ↗
4Section 01, Zvi Ben DavidDEF 14A2025-12-220001104659-25-123724Section “Executive Compensation”. As printed: 1,086,455. Filing ↗
5Section 01, Steven NelsonDEF 14A2025-12-220001104659-25-123724Section “Executive Compensation”. As printed: 789,372. Filing ↗
6Section 03, Tomer Ben-Kiki OPTIONDEF 14A2025-12-220001104659-25-123724Section “ELECTION OF EACH OF THE DIRECTOR NOMINEES. &” · grants of plan-based awards table. Filing ↗machine: span 423596–423602
7Section 03, Richard Anderson OPTIONDEF 14A2025-12-220001104659-25-123724Section “ELECTION OF EACH OF THE DIRECTOR NOMINEES. &” · grants of plan-based awards table. Filing ↗machine: span 418821–418827
8Section 03, Tomer Ben-Kiki OPTIONDEF 14A2025-12-220001104659-25-123724Section “ELECTION OF EACH OF THE DIRECTOR NOMINEES. &” · grants of plan-based awards table. Filing ↗machine: span 207962–207968
9Section 03, Steven Nelson OPTIONDEF 14A2025-12-220001104659-25-123724Section “ELECTION OF EACH OF THE DIRECTOR NOMINEES. &” · grants of plan-based awards table. Filing ↗machine: span 295778–295784
10Section 03, Erez Raphael RSADEF 14A2025-12-220001104659-25-123724Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 351802–351811
11Section 03, Zvi Ben David RSADEF 14A2025-12-220001104659-25-123724Section “Executive Compensation” · grants of plan-based awards table. Filing ↗machine: span 363358–363365
12Section 07, pay ratioDEF 14A2025-12-220001104659-25-123724Section “CEO Pay Ratio”. As printed: 2 : 1. Filing ↗
13Section 08, Dennis M. McGrathDEF 14A2025-12-220001104659-25-123724Section “Director Compensation”. As printed: 204,400. Filing ↗machine: span 564565–564572
14Section 08, Yoav ShakedDEF 14A2025-12-220001104659-25-123724Section “Director Compensation”. As printed: 168,700. Filing ↗machine: span 583990–583997
15Section 08, Hila KarahDEF 14A2025-12-220001104659-25-123724Section “Director Compensation”. As printed: 135,100. Filing ↗machine: span 579145–579152
16Section 08, Dennis MatheisDEF 14A2025-12-220001104659-25-123724Section “Director Compensation”. As printed: 135,100. Filing ↗machine: span 574327–574334
17Section 08, Jon KaplanDEF 14A2025-12-220001104659-25-123724Section “Director Compensation”. As printed: 130,100. Filing ↗machine: span 569480–569487
18Section 08, Adam SternDEF 14A2025-12-220001104659-25-123724Section “Director Compensation”. As printed: 130,100. Filing ↗machine: span 588810–588817
19Section 08, Erez RaphaelDEF 14A2025-12-220001104659-25-123724Section “Director Compensation”. As printed: 0. Filing ↗
20Section 08, Lawrence LeisureDEF 14A2025-12-220001104659-25-123724Section “Director Compensation”. As printed: —. Filing ↗
21Section 02, Dennis Matheis 2026-07-23Form 42026-07-280001104659-26-087626Insider equity transaction reported since the proxy statement. Filing ↗
22Section 02, Dennis Matheis 2026-09-24Form 42026-09-280001104659-26-111347Insider equity transaction reported since the proxy statement. Filing ↗
23Section 02, Adam Stern 2026-09-24Form 42026-09-280001104659-26-111351Insider equity transaction reported since the proxy statement. Filing ↗
24Section 02, Yoav Shaked 2026-09-24Form 42026-09-280001104659-26-111349Insider equity transaction reported since the proxy statement. Filing ↗
25Section 02, Hila Karah 2026-09-24Form 42026-09-280001104659-26-111346Insider equity transaction reported since the proxy statement. Filing ↗
26Section 02, Dennis M. McGrath 2026-09-24Form 42026-09-280001104659-26-111350Insider equity transaction reported since the proxy statement. Filing ↗
27Section 02, Erez Raphael 2026-09-24Form 42026-09-280001104659-26-111343Insider equity transaction reported since the proxy statement. Filing ↗
28Section 02, John R. Palumbo 2026-09-24Form 42026-09-280001104659-26-111353Insider equity transaction reported since the proxy statement. Filing ↗
29Section 02, Chen Franco-Yehuda 2026-09-24Form 42026-09-280001104659-26-111348Insider equity transaction reported since the proxy statement. Filing ↗
30Section 06, 2026 voteForm 8-K2026-01-290001104659-26-007974Item 5.07 · say-on-pay result. As reported: 97.42% (votes for as printed: 4,070,845). Filing ↗
31Section 06, 2023 voteForm 8-K2023-12-110001104659-23-124996Item 5.07 · say-on-pay result. As reported: 75.16% (votes for as printed: 8,934,199). Filing ↗
32Section 06, 2020 voteForm 8-K2020-10-140001104659-20-114883Item 5.07 · say-on-pay result. As reported: 98.16% (votes for as printed: 5,725,027). Filing ↗machine: span 30064–31751
33Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
34Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
35Section 09b board cost (computed)Computed——Cash 147,500 + equity 756,000 + all other 0 = 903,500, summed across the director compensation table rows.machine: formula: Σ = 903,500
36DarioHealth Corp. (subject), Section 10b CEO totalDEF 14A2025-12-220001104659-25-123724CEO total compensation as printed in DarioHealth Corp.'s own proxy. As printed: 1,962,084. Filing ↗

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