Anthony Polverino - Director | BRAINSTORM CELL THERAPEUTICS (BCLI) Executive Profile & Compensation

About Anthony Polverino

Independent director since February 5, 2018, age 62, with >7 years of board tenure at BrainStorm Cell Therapeutics (BCLI). PhD in Biochemistry (Flinders University, Australia), B.Sc. in Biochemistry/Physiology and B.Sc. (Honors) in Pharmacology (Adelaide University); former EVP Early Development & Chief Scientific Officer at Zymeworks, interim CSO and VP of Research at Kite Pharma, and 20 years at Amgen culminating as Executive Director of the Therapeutic Innovation Unit; postdoctoral scientist at Cold Spring Harbor Laboratory focused on oncology research .

Past Roles

Organization	Role	Tenure	Committees/Impact
Zymeworks Inc.	EVP Early Development & Chief Scientific Officer	Sep 2018 – Jan 2022	Set vision/strategy and advanced products from discovery through translational/early development
Kite Pharma (Gilead subsidiary)	Interim Chief Scientific Officer; previously VP of Research	2015 – 2018	Established non-clinical R&D roadmap; goal setting, budgeting, investor interactions, BD in-licensing/partnerships
Amgen Inc.	Executive Director, Therapeutic Innovation Unit (and prior roles over 20 years)	~1995 – ~2015	Managed programs in oncology, metabolic, inflammatory disease, schizophrenia
Cold Spring Harbor Laboratory	Postdoctoral Scientist	Prior to Amgen	Oncology research

External Roles

Organization	Role	Tenure	Notes
Independent Consultant	Advisor to corporate executives and boards	Current	No other public company directorships disclosed

Board Governance

Committee memberships: Governance, Nominating & Compensation Committee (GNC) member; GNC chaired by Dr. Irit Arbel; committee composed entirely of independent directors .
Independence: Board determined Dr. Polverino is independent under Nasdaq standards; Board has a majority of independent directors; Audit and GNC are fully independent .
Attendance: Board held 2 meetings in FY2024; each incumbent director attended at least 75% of aggregate Board and committee meetings; directors encouraged to attend annual meeting .
Years of service: Director since February 5, 2018 .
Board leadership: Chairperson is Prof. Jacob Frenkel; CEO and Chair roles are separate .

Fixed Compensation

Component	Policy/Structure	FY2024 Reported
Annual cash retainer	$12,500 per Board resolution; paid in biannual installments	$0 (no fees earned or paid in cash disclosed for 2024)
Committee fees	Eligible for committee compensation under Director Compensation Plan when serving on a committee (GNC member)	Not separately disclosed for 2024
Meeting fees	Not disclosed	Not disclosed

Performance Compensation

Component	Grant Value/Type	Vesting	FY2024 Reported
Annual equity grant (director-specific resolution)	Restricted stock valued at $12,500 at grant date	12 equal monthly installments over 12 months from grant date	$0 (Company determined not to award annual equity to non‑employee directors in 2024)

No performance metrics (e.g., revenue, EBITDA, TSR, ESG) are tied to director compensation; equity awards vest time‑based per plan/resolution .

Other Directorships & Interlocks

Company	Role	Committee Roles	Interlocks/Conflicts
None disclosed	—	—	None disclosed

Expertise & Qualifications

Deep biopharma R&D and translational development experience (Zymeworks, Kite/Gilead, Amgen) across oncology, metabolic, inflammatory and CNS indications; scientific leadership and portfolio strategy credentials .
Technical training in biochemistry/pharmacology; oncology research experience at Cold Spring Harbor Laboratory .
Independent governance contributor on compensation and nominations via GNC membership .

Equity Ownership

Metric	Amount	% of Outstanding	Notes
Total beneficial ownership (shares)	25,730 (restricted stock)	<1%	Listed as restricted stock holdings in beneficial ownership table
Unvested restricted shares	0 (as of Dec 31, 2024)	—	No unvested RS at year‑end 2024
Options – exercisable	0 (as of Dec 31, 2024)	—	No unexercised options outstanding
Pledging/Hedging	Company policy prohibits short sales, options/derivatives trading; transactions require pre‑clearance; anti‑hedging/anti‑pledging policy in effect	—	Policy applies to directors

Governance Assessment

Independence and committee engagement: Independent director with seat on fully independent GNC; contributes scientific and portfolio expertise to compensation and nomination decisions—positive for board effectiveness .
Attendance/engagement: Board met infrequently (2 meetings in FY2024), with ≥75% attendance among incumbents; acceptable but below typical large‑cap cadence; frequency reflects company size/stage .
Alignment and incentives: While a standing resolution provides $12,500 cash + $12,500 RS annually for Dr. Polverino, BCLI awarded no director cash or equity in FY2024, which reduced fresh at‑risk alignment that year; he still holds 25,730 shares, indicating meaningful skin‑in‑the‑game from prior grants .
Conflicts and related‑party exposure: No related‑party transactions disclosed involving Dr. Polverino; Audit Committee reviews and approves related‑party transactions; broader related‑party framework cited but not touching Polverino specifically—low conflict risk .
Risk indicators: Company litigation (securities class action and derivative suits) ongoing, but proxy states directors/officers (including Polverino) have no disqualifying legal proceedings in the past 10 years—neutral for individual governance risk .
Compensation process: Director Compensation Plan exists; Board historically references independent compensation consultant survey data; 2024 pause on annual equity grants signals cash conservation and dilution control amidst financings—contextual governance trade‑offs .

RED FLAGS

Suspension of non‑employee director equity awards in 2024 resulted in no director compensation disclosed for Dr. Polverino in FY2024; investors may scrutinize whether this impacts alignment or reflects near‑term capital constraints .
Company‑level litigation (securities and derivative actions) may heighten governance risk perception, though not tied to Polverino individually .

Appendix: Key Governance Data Tables

Committee Assignments

Committee	Chair	Members
Audit	Nir Naor	Naor, Bairu, Arbel
Governance, Nominating & Compensation (GNC)	Irit Arbel	Arbel (Chair), Polverino, Naor

Director Compensation (FY2024)

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Total ($)
Anthony Polverino	—	—	—	—

Director Compensation Structure (Policy/Resolutions)

Element	Amount/Terms
Annual cash (Polverino-specific resolution)	$12,500; paid biannually
Annual restricted stock (Polverino-specific resolution)	$12,500 grant date value; vests monthly over 12 months
2024 equity awards (all non‑employee directors)	No annual equity awards granted in 2024

Beneficial Ownership (as of April 1, 2025)

Holder	Shares Beneficially Owned	% of Outstanding
Anthony Polverino	25,730 (restricted stock)	<1%

Attendance and Meetings (FY2024)

Metric	Value
Board meetings held	2
Director attendance	Each incumbent ≥75% of aggregate Board + committee meetings

Policies

Policy	Key Provisions
Insider Trading / Anti‑Hedging/Pledging	Prohibits short sales, options/derivatives; pre‑clearance required; policy filed as Exhibit 19.1 to 2024 Form 10‑K
Compensation Recovery (Clawback)	Adopted Nov 13, 2023 (effective Oct 2, 2023); recovers incentive pay based on financial reporting measures upon restatement

Legal Proceedings

Item	Status
Individual director/officer legal history (10 years)	None reported for directors/officers (including Polverino)
Company litigation context	Securities class action and derivative actions pending; company intends to defend

Notes:

Director compensation and ownership figures reflect FY2024 disclosures and beneficial ownership as of April 1, 2025 .
Committee composition and independence reflect current Board structure in the 2025 proxy .