Activist investors seek to oust Radcom board

A rare event has recently been unfolding at one of Israel’s most veteran tech companies traded on Wall Street: an activist move by shareholders who are demanding the removal of most of the long-standing directors. This is not an unusual move on the US capital market, but what is intriguing about this story is that among the activist shareholders are the heirs of the company’s founder, while among the directors they are seeking to oust is the former spouse of the founder.

The company in question is Radcom (Nasdaq: RDCM), which provides communications companies with insights into their networks to improve the customer experience and solve problems. Radcom was founded in 1985 and one of its founders was the late Zohar Zisapel, who, together with his brother Yehuda Zisapel, founded the Rad Bynet Group. The two were among the founders of Israeli high-tech.

The late Zohar Zisapel served as Radcom chairman for 30 years, retiring in 2015 and succeeded by his partner, Rachel (Heli) Bennun, who also founded and managed communications equipment and software companies in the past. Bennun stepped down as chair in December 2024 but still sits on Radcom’s board of directors.

Zohar Zisapel died three years ago at 74 and left his holdings in Radcom (and in other companies and assets) to his two children – Dr. Michael and Klil Zisapel. According to a report to the US Securities and Exchange Commission (SEC), the day before his death, Zohar transferred his shares to his children, divided equally between his daughter and son.

Since then, Zisapel’s children have held the shares, and not been involved in the management of the company. Each of them continued in their previous occupations: Dr. Michael Zisapel is a senior physician at the rheumatology Institute at Ichilov Hospital, and Klil Zisapel is a writer.

Last month, a surprising change occurred: Klil and Michael Zisapel joined forces with investment house Value Base, headed by Victor Shamrich and Ido Neuberger, and sent a letter to the Radcom board of directors setting out their demands. Value Base holds 5.3% of Radcom shares, and the Zisapels hold 14% of the shares (currently worth almost $30 million).

In the letter, they wrote that their major investment in Radcom reflects their belief in the business, the company’s positioning in the market, and its potential to significantly improve shareholder returns. “Unfortunately, we believe that the potential has not been properly realized, due to the failure of the majority of the board of directors to implement initiatives to maximize value and effectively manage the company’s capital,” it said.

At the end of 2025, Radcom had about $110 million in cash, with no debt. The cash now accounts for more than half of the company’s market value – which is trading at $207 million, after investors responded positively to the activist move and the stock jumped 13%. However, from its peak price less than a decade ago (2017), the stock has weakened by about 44%.

Replacing the chairman

The Zisapel brothers and Value Base are seeking to convene a special shareholders’ meeting at which they will vote to remove most of the directors, including Bennun, their late father’s wife, as well as chairman Rami Schwartz, Oren Most, Yaron Ravkaie (former CEO of Radcom) and Andre Fuetsch.

The only two incumbent directors they are not seeking to remove are David Ripstein (also a former CEO of the company) and Sami Totah, who has served as chairman – both joined Radcom’s board of directors in 2024, while the rest served previously.

In 2024 there was a puzzling event at Radcom (during Bennun’s tenure as chairman): on the retirement of then-CEO Eyal Harari (currently Allot CEO), the company appointed Guy Shemesh to the position. But after only two months, Radcom unexpectedly announced his departure, citing personal reasons, and appointed an interim CEO. A Radcom shareholder was angry about the move and wanted to launch an activist movement and oust all board members. A compromise was agreed upon, as well as the addition of Ripstein and Totah to the board, the latter as chairman.

However, Totah was recently replaced as Radcom chairman by Schwartz, and in a letter, the activist shareholders refer to this as an ouster, noting that the move raises concerns about corporate governance and the direction of the company.

According to the Zisapels and Value Base, Radcom is exhibiting “chronic underperformance that is not attributable to macroeconomic conditions, but rather stems from corporate governance and strategy deficiencies, which are directly under the responsibility of the board.

“We believe that shareholder value can only be created through decisive action, starting with a significant reshuffle of the board, with experienced and independent members.”

They are proposing three directors on their behalf: Liat Aaronson, co-founder of Horizen Labs Ventures; Tomer Jacob, partner at Hanaco Ventures; and Guy Levit, TeleMessage founder and former CEO. As far as is known, there are other Radcom shareholders who will support the proposals.

“No to a long and expensive struggle”

A source close to the events at Radcom says, “Ultimately, shareholders appoint the board of directors. If the board of directors works well, everything is fine, but if not – they replace it. That’s life and that is the right way.”

Radcom’s, for its part, recommends opposing the shareholders’ proposals, but does not want to start a proxy war. The notice for the meeting published this week states, “The board of directors conducted a direct and extensive dialogue with the shareholders putting forward the proposals, consulted with the largest institutional shareholders and other key stakeholders, and considered the most appropriate course for the company and its shareholders.”

Accordingly, it was decided to convene a meeting next month at which shareholders will vote on the composition of the board of directors. The summons states that, as in any case, the best interests of the company and its shareholders are its primary consideration, “And the discussions that took place, although substantive, did not lead to an agreed-upon solution regarding its composition.

“The board believes that it has the right composition to continue to lead the company to success, and that accepting the demands of the shareholders proposals (Value Base and the Zisapels) will not lead to a better composition.”

The summons to the meeting also recommends that Radcom shareholders vote against the proposals, but at the same time adds, “The parties have a common interest in achieving the best for Radcom and its shareholders, and the board does not expect the process to result in a prolonged and expensive proxy battle.” The board believes that Radcom has entered the process in a strong position, with record revenue and increased cash in 2025, and the ability to continue to create value for shareholders.

Published by Globes, Israel business news – en.globes.co.il – on April 19, 2026.

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