NextFin News - Zvi Schreiber, the founder who built Freightos over 14 years and still controls a 6.1% stake, is calling on shareholders to remove Chairman Udo Lange, arguing the board's profitability-first pivot has destroyed value while the stock lost roughly 62% of its market price during Lange's tenure. The challenge, disclosed in a public registry filing and amplified in a LinkedIn post, marks the latest escalation in a governance rift that began when Schreiber left the board in February after the company declared 2026 a "transition year" focused on breakeven rather than growth.
The Challenge: A Founder Re-Enters the Fight
Freightos Limited (NASDAQ: CRGO), the Jerusalem-founded freight booking and payments platform, has become the latest micro-cap battleground where a departing founder disputes the board's strategic direction. Schreiber, who founded the company in 2012 and served as chief executive until January 31, 2026, disclosed in a Schedule 13D filing that he beneficially owns 3,131,931 ordinary shares — about 6.1% of the roughly 51.7 million shares outstanding — and holds sole voting and dispositive power over the stake.
In the filing and an accompanying public statement, Schreiber said he disagrees with the board's strategic direction since early 2026 and is calling for "a new chairman with a technology-growth background." He stopped short of announcing a formal proxy contest but said he may propose or support shareholder resolutions and board nominees at the annual meeting, and may pursue "proxy solicitation or other actions."
The timing is pointed. Schreiber said he stayed silent for six months after exiting the board — a silence that ended as the shares approached their 52-week lows. Freightos last closed at $1.22, down about 62.9% over the twelve months through early September, with a market capitalization near $63 million. The stock has traded between $1.14 and $4.24 over the past year.
Udo Lange, the target of the ouster push, was appointed independent chairman on July 28, 2025. A former FedEx Express president who now serves as chief executive of Oslo-listed Stolt-Nielsen, Lange joined the Freightos board in 2019 and has advised the White House Supply Chain Disruption Task Force. As compensation for the chairman role, the company granted him a quarterly cash retainer of $12,500, annual restricted stock units worth approximately $50,000, a one-time grant of up to 121,655 RSUs valued at about $300,000, and 300,000 stock options with exercise prices of $5, $10 and $15. When Schreiber stepped down as CEO in December 2025, Lange praised him publicly: "Zvi poured himself into this company," he said, adding that the board was "glad he will remain with us as a non-executive director."
That détente did not last. When Freightos reported earnings in late February and framed 2026 as a year of deliberate sequencing toward profitability, Schreiber resigned from the board days later.
"Today's earnings release outlined the board's strategy and plans for the year ahead. That's the board's prerogative, but as our perspectives on the direction for the company have diverged, I prefer to step off the board at this time."The split was framed as amicable — the company said the search for a permanent chief executive continued as planned and that the board remained fully constituted — but the divergence Schreiber cited has now become public.
What the Numbers Actually Show
The board's case rests on improving operating discipline. In the second quarter ended June 30, 2026, Freightos reported revenue of $7.7 million, up 3% from $7.4 million a year earlier, and an IFRS loss of $1.6 million, sharply narrower than the $4.3 million loss in the same quarter of 2025. Adjusted EBITDA improved to negative $2.0 million from negative $2.9 million, and the company ended June with $21.4 million in cash and short-term deposits. Platform transactions reached 458,000, up 15% year over year, and management guided full-year gross booking value to $1.53 billion to $1.56 billion, a 19% to 21% increase.
For the full year 2026, management guided revenue to $30.4 million to $31.0 million, a 3% to 5% increase, with Adjusted EBITDA expected to narrow to a loss between $6.4 million and $6.9 million. The company has said it aims to exit the year at Adjusted EBITDA breakeven and become cash-generative by mid-2027. For the third quarter alone, revenue is expected to grow just 1% to 2% to $7.7 million to $7.8 million.
CEO Pablo Pinillos, who took over as interim chief executive in February and was subsequently confirmed as CEO while the board continues its search for a permanent replacement, framed the results as validation of the board's approach.
"Our second quarter results delivered record revenue ahead of our expectations and our lowest-ever Adjusted EBITDA loss, as we continued executing against the priorities we set at the beginning of the year,"Pinillos said. On September 1, 2026, the company added finance firepower, appointing Yaron Eldad as chief financial officer effective immediately.
Yet the market has not rewarded the improvement. The 62% decline Schreiber cites is not merely a function of the company's execution — it reflects a broader repricing of small-cap growth stories in a higher-rate environment, compounded by the loss of a founder-CEO's control premium. When a founder who embodied the growth narrative departs and the board pivots from expansion to profitability, the valuation multiple compresses even as the fundamentals stabilize. The board's own numbers illustrate the tension: transactions are growing at a guided 12% to 14% annually, well below the company's stated long-term model of 20% to 30% transaction growth. That gap is the board's deliberate trade-off, and it is also Schreiber's strongest exhibit.
Cyclical Slide or Structural Re-Rating?
The central question for shareholders is whether Freightos's decline is cyclical — a mean-reverting dip that a new chairman could reverse — or structural, a permanent re-rating that no change of chairman will fix.
The evidence points to structural forces dominating. First, the company's pivot from growth-at-all-costs to breakeven discipline is a regime change, not a temporary detour. Management's own guidance — revenue growth of only 3% to 5% for 2026 and just 1% to 2% in the third quarter — signals that growth has been deliberately deprioritized. A chairman with a "technology-growth background," as Schreiber proposes, would have to reverse that priority, not merely accelerate it.
Second, the founder's departure removes the control premium that often supports micro-cap valuations. Schreiber led Freightos for 14 years; his exit from both the CEO role and the board means the market no longer prices in founder-led execution. Comparable transitions in small-cap software and logistics platforms typically see lasting multiple compression rather than quick recovery.
Third, the funding environment for loss-making micro-caps has structurally tightened. Freightos ended the second quarter with $21.4 million in cash against a guided full-year Adjusted EBITDA loss of $6.4 million to $6.9 million. Even if the company hits its breakeven target by year-end, the runway is measured in quarters, not years — limiting the board's ability to wait out a cyclical downturn or fund a renewed growth push.
That said, a cyclical component exists. The sharpest declines coincided with discrete governance events — the CEO resignation in December and the board exit in February, when industry coverage reported the stock fell roughly 30% in the days around the announcement, from about $2.30 to about $1.50. Those event-driven drops can partially recover if the governance overhang clears. But a cyclical rebound on top of a structurally lower base is not the same as a return to the prior valuation.
The board's composition also feeds the dispute. Alongside Lange, the board includes Rotem Hershko, a former Maersk chief product officer and Amazon executive who joined in 2025 and now advises McKinsey on digital transformation — credentials that cut both ways. To Schreiber, the board is stacked with logistics operators and consultants rather than technology-growth builders; to the board, that mix is exactly what a company entering an execution phase needs. The argument is less about résumés than about which phase the company is actually in.
The Second-Order Battle: Growth Platform, Efficiency Story, or Takeover Target?
The obvious reading of this fight is about competence: Schreiber says the board lacks technology-growth expertise; the board says it is delivering disciplined execution. The second-order question is what kind of company Freightos becomes — and who captures the residual value.
If Schreiber prevails — by rallying enough shareholder support to replace Lange or force a strategy review — the most likely outcome is not a return to 2021-style growth spending but a push toward a strategic transaction. A founder with a 6.1% stake and deep industry relationships is better positioned to solicit buyers or merger partners than to fund another growth cycle from a $63 million market cap. The "technology-growth chairman" language may be a negotiating position for a sale or partnership rather than a genuine plan to reinvest in growth. In a consolidating freight-technology market, where larger players have absorbed valuation pressure more easily, a sale at a modest premium would still represent a meaningful recovery from current levels.
If the board prevails, the overhang clears and Pinillos can continue the breakeven path without distraction. The risk is that a prolonged proxy fight consumes management attention during the exact quarter in which the company has promised to approach profitability. Every week of public infighting is a week not spent on the enterprise customer adoption that management says drives platform bookings. For a micro-cap with $21.4 million in cash, there is no margin for a six-month governance war.
There is also a credibility problem on both sides. Schreiber disclosed open-market sales at prices between $1.60 and $2.10 per share over the period covered by his filing, including a sale of 25,000 shares at $2.10 on May 15 — all well above the current price. Selling into strength and then challenging the board from the sidelines weakens the moral authority of a founder's crusade. Conversely, the board's transition-year narrative depends on execution it has yet to fully deliver: breakeven remains a target, not an achievement, and the 3% to 5% revenue guidance suggests the board itself does not expect a growth inflection.
What Would Prove Each Side Wrong
The strongest counter-thesis to Schreiber's campaign is straightforward: the board's strategy is working, and the stock price is a lagging indicator. Revenue is growing, losses are narrowing faster than expected, cash is intact, and the company beat its own transaction expectations. Under this view, replacing the chairman mid-transition would sacrifice execution momentum for a symbolic victory.
That argument holds only if the numbers keep improving. The falsifying signal is specific and quantifiable: if Freightos reports two consecutive quarters in which transaction growth falls below the guided 12% to 14% range — drifting toward single digits — while Adjusted EBITDA fails to track toward the guided -$6.4 million to -$6.9 million full-year range, the board's credibility collapses and Schreiber's case strengthens materially.
Conversely, the falsifying signal for Schreiber is shareholder arithmetic. If the board demonstrates that institutional holders representing a majority of the non-insider float back its strategy ahead of the annual meeting, the challenge becomes a costly sideshow. Schreiber's 6.1% stake is significant but far from controlling; he needs allies, and he has not yet named any. His 260,000 shares held through donor-advised funds further complicate the voting picture, as he disclaims beneficial ownership of that block.
What to Watch Next
In the near term, watch three things. First, whether Schreiber files an amended Schedule 13D with more explicit proxy-solicitation language or nominates director candidates — the current filing keeps that option open without committing to it. Second, the next quarterly update, expected later this year, which will test whether the 3% to 5% full-year revenue guidance is achievable after a 1% to 2% growth expectation for the third quarter. Third, any public statement from the board, which has not yet responded to the challenge; silence may be read as confidence or unpreparedness.
Medium term, the annual meeting becomes the deadline by which either side must demonstrate control. Long term, the structural question remains: can a $63 million freight-technology platform survive as an independent company in a consolidating market, or does this governance fight end in a sale?
The uncomfortable truth for both camps is that the market has already rendered a verdict on the past year's strategy. The fight now is over who gets to write the next chapter — and whether there is enough value left to fight over.
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