Chaim Lebovits
BRAINSTORM CELL THERAPEUTICSAbout Chaim Lebovits
Chaim Lebovits, 54, has been BrainStorm Cell Therapeutics’ CEO since September 2015 and President since January 2023; he previously served as President starting in 2007 and as Principal Executive Officer on an interim basis in 2013–2014 . Under his tenure, BrainStorm’s 3‑year total shareholder return fell from $41 on a $100 basis (2022) to $4 by year-end 2024, while net losses narrowed from $24.3m (2022) to $11.6m (2024) . He is credited with capital raising, focusing the company on ALS, and building relationships with U.S. key opinion leaders and clinical centers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BrainStorm Cell Therapeutics | CEO | Sep 2015–present | Led capital raises, focused ALS as first indication; built KOL and site relationships in U.S. |
| BrainStorm Cell Therapeutics | President | Jan 2023–present; previously from 2007 | Managed burn rate; guided focus/direction; arranged ACC BioTech equity investment (2007) |
| BrainStorm Cell Therapeutics | Principal Executive Officer (Interim) | Aug 2013–Jun 2014 | Interim leadership of CEO duties |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACC Holdings International / ACC BioTech (affiliates he controls) | Controller of holding entities investing in biotech | Not disclosed | Provided investment support to BrainStorm; affiliates hold BCLI shares |
| Natural resources companies (various) | Board member | Not disclosed | Led exploration and development projects in Israel |
| Chabad Lubavitch (global organization) | Senior positions | Not disclosed | Leadership roles in large nonprofit organization |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % (per contract) | Actual Bonus Paid ($) | All Other Comp ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 387,500 | 50% of base | 121,654 | 140,434 (incl. $20,858 tax gross-up) | 30% salary reduction implemented Nov 2023 |
| 2023 | 441,667 | 50% of base | 250,000 | 187,116 | 30% salary reduction implemented Nov 2023 |
Performance Compensation
- Structure and metrics
- Annual cash bonus: Contractual target equals 50% of base salary; actual awards have been discretionary (no disclosed formula/weighting) .
- Time-based equity: Annual restricted stock with grant-date fair value equal to 30% of base salary; vests 25% per year over 4 years; accelerates on Change of Control .
Equity Awards – Detailed Vesting (Outstanding as of 12/31/2024)
| Award Type | Grant Date | Shares | Vesting Schedule | 12/31/24 Market Value ($2.27/sh) |
|---|---|---|---|---|
| Restricted Stock | 03/11/2024 | 20,347 | 50% on 1st and 2nd anniversaries (Mar 11, 2025; Mar 11, 2026) | 46,188 |
| Restricted Stock | 07/26/2021 | 520 | 25% annually over 4 years (through 2025) | 1,180 |
| Restricted Stock | 07/26/2022 | 1,039 | 25% annually over 4 years (through 2026) | 2,360 |
| Restricted Stock | 07/26/2023 | 1,559 | 25% annually over 4 years (through 2027) | 3,540 |
| Stock Option | 09/28/2015 | 24,641 @ $36.75; exp. 09/28/2025 | Fully vested | $0 intrinsic (OTM vs $2.27) |
2024 Equity and Bonus Snapshot
| Component | 2024 Amount |
|---|---|
| Stock Awards (grant-date fair value, ASC 718) | 100,715 |
| Cash Bonus (discretionary) | 121,654 |
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Total Beneficial Ownership | 358,990 shares; 4.93% of outstanding |
| Breakdown | 128,919 shares via ACCBT; 4,470 via ACC International; 24,641 options currently exercisable; 200,960 restricted stock |
| Options Moneyness | Options at $36.75 are deeply out-of-the-money vs $2.27 FMV on 12/31/24 |
| Pledging/Hedging Policies | Short sales and options/derivatives are prohibited; any transactions, including pledges, by directors/officers require pre-approval by the Interim CFO |
| Ownership Guidelines | Not disclosed in proxy |
Employment Terms
| Term | Economics / Provision |
|---|---|
| Base Salary Rate | $500,000 per year (pre-cut) |
| Target Annual Bonus | 50% of base salary |
| Annual RS Grant | Grant-date FMV equal to 30% of base salary; vests 25% annually over 4 years; accelerates on Change of Control |
| Severance (Without Cause/For Good Reason) | Lump sum salary equal to 12 months (after 7/26/2020 milestone achieved); bonus for the severance period; immediate vesting of equity scheduled to vest in the 6 months post-termination; continued health benefits during severance period; subject to release |
| Change-in-Control | Annual RS awards accelerate vesting upon a Change of Control |
| Clawback | Compensation recovery policy adopted 11/13/2023 (effective 10/2/2023) to recover incentive comp tied to financial reporting measures upon a restatement, for current/former executive officers over the prior 3 years |
| Insider Trading / Blackouts | Company may impose blackout periods; equity plan permits blackout restrictions on vesting/exercise/sales |
Pay and Performance Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100) | 41 | 7 | 4 |
| Net Loss ($000s) | (24,277) | (17,192) | (11,623) |
| CEO Total Comp ($) | 1,117,966 | 1,128,795 | 750,303 |
| CEO “Compensation Actually Paid” ($) | 897,254 | 822,884 | 694,247 |
Governance, Committees, and Related Parties
- Compensation governance
- GNC (Governance, Nominating & Compensation) Committee: Independent directors (Arbel—Chair, Polverino, Naor) oversee CEO goals/compensation, equity plans, and director pay . The company adopted a clawback policy aligned with SEC/Nasdaq rules .
- Insider trading controls: Policy prohibits short sales and derivatives; pre-approval required for transactions by directors/executives, including pledges .
- Related party transactions (potential conflicts)
- ACCBT investment (entity controlled by Lebovits): Subscription shares and longstanding warrants; rights include board appointment (30%), preemptive rights, and consent rights for transactions >$500k; registration rights remain in effect . 128,919 shares are held by ACCBT and 4,470 by ACC International within Lebovits’ beneficial ownership .
- Legal overhang (risk indicator)
- Securities class action (Sporn v. BCLI) alleging Exchange Act violations tied to NurOwn and FDA communications; motion to dismiss fully briefed in 2024 .
- Consolidated derivative actions naming Lebovits and others alleging fiduciary breaches; stayed pending class action motion to dismiss outcome .
Vesting Schedules and Potential Insider Selling Pressure
- Near-term unlocks: 50% of the 20,347-share RSA granted 3/11/2024 vests on 3/11/2025 and the remaining 50% on 3/11/2026, increasing potential tradable shares for Lebovits absent blackouts .
- Options unlikely to drive sales: 24,641 options at $36.75 (exp. 9/28/2025) are deeply out-of-the-money vs $2.27 12/31/24 FMV, limiting exercise-driven selling .
- Company-wide equity supply: Management seeks to expand the equity pool from 906,666 to 2,906,666 shares under the 2014 plans, potentially increasing dilution supply through approximately 2027 if approved .
Compensation Structure Analysis
- Shift toward cash conservation: Base pay was cut 30% in Nov 2023, lowering 2024 salary and total compensation versus 2023; bonuses remained discretionary rather than formulaic .
- Equity risk profile: CEO equity is primarily time-based RSAs (not performance-based), with annual grant policy at 30% of base and CoC acceleration; options are legacy and far OTM .
- Shareholder-unfriendly elements: 2024 included a $20,858 tax gross-up on benefits (e.g., company car), which many investors view as a governance negative .
- Plan safeguards: Stock plans restrict repricing of options without shareholder approval, a positive governance feature .
Investment Implications
- Alignment and retention: Significant restricted stock holdings (200,960 shares) and scheduled vesting through 2026–2027 support retention; options are not an overhang due to being out-of-the-money at year-end 2024 .
- Selling pressure: Expect incremental unlocks in March 2025 and March 2026 from the 2024 RSA; actual sales constrained by blackout periods and pre-approval requirements, but not a blanket pledging ban .
- Pay-for-performance: Bonuses are discretionary and equity is time-based, limiting direct linkage to objective performance outcomes; however, overall compensation fell in 2024 amid ongoing losses, reflecting cost controls .
- Governance and conflict risk: ACCBT-related rights and beneficial ownership create perceived/actual influence risks that investors should monitor, especially in capital transactions; offset by independent GNC oversight and clawback policy .
- Legal overhang: The securities class action and derivative suits introduce uncertainty; resolution of the motion to dismiss will be a key catalyst for governance and risk assessment .