Ibrahim Dagher
BRAINSTORM CELL THERAPEUTICSAbout Ibrahim Dagher
Dr. Ibrahim B. Dagher, age 55, is BrainStorm Cell Therapeutics’ Executive Vice President and Chief Medical Officer; he joined BCLI in July 2023 as Chief Development Officer and was promoted to CMO in April 2024 . He holds medical degrees from Bordeaux University and St. Joseph University School of Medicine, with residencies in psychiatry and internal medicine at Boston University Medical Center, and has 20+ years in clinical development across GSK, Sanofi/Genzyme, and LabCorp/Covance, most recently serving as CMO at Enveric Biosciences where he led portfolio strategy and advancement toward regulatory approvals . Company performance context during his tenure: cumulative TSR fell from $41 to $7 to $4 on a $100 base in 2022, 2023, and 2024 respectively, with net losses improving from $(24.3)mm (2022) to $(17.2)mm (2023) to $(11.6)mm (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Enveric Biosciences | Chief Medical Officer | — | Responsible for defining portfolio strategy and advancing plans toward regulatory approvals |
| GlaxoSmithKline (GSK) | Medical scientist | — | Early biopharma career foundation |
| Sanofi/Genzyme | Leadership roles in science and medicine | — | Clinical development leadership |
| LabCorp/Covance | Leadership roles in science and medicine | — | Clinical development leadership |
Fixed Compensation
| Year | Base salary earned ($) | Contract base salary rate ($) | Target bonus % | Actual bonus paid ($) | All other compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 294,000 | 450,000 (employment agreement) | 35% (up to; discretionary) | 103,750 | 28,973 (benefit breakdown below) | 498,578 |
- Benefit breakdown (2024): $2,380 income protection, $16,243 government benefits, $10,350 retirement benefits .
- Company reduced executive base salaries by 30% starting Nov 2023 as part of strategic realignment .
Performance Compensation
Stock awards (restricted stock)
| Grant date | Instrument | Shares | Grant-date fair value ($) | Vesting schedule | Performance metrics |
|---|---|---|---|---|---|
| Mar 11, 2024 | Restricted stock | 14,516 (unvested at 12/31/24) | 71,855 (2024 SCT “Stock Awards”) | Time-based: 50% vests on Mar 11, 2025 and 50% on Mar 11, 2026 | None disclosed; time-based vesting |
- Upcoming tranches: 7,258 shares on Mar 11, 2025; 7,258 shares on Mar 11, 2026 (50/50 time-based from 14,516) .
Option awards
| Grant date | Instrument | Shares | Exercise price ($/sh) | Expiration | Vesting schedule | Status at 12/31/24 |
|---|---|---|---|---|---|---|
| Aug 2, 2023 | Non-qualified stock option | 5,333 | 25.95 | Aug 1, 2033 | 25% on Aug 2, 2024; remainder vests in equal quarterly installments to Aug 2, 2027 | 1,667 exercisable; 3,666 unexercisable |
| — | — | — | — | — | — | Out-of-the-money at 12/31/24: FMV $2.27 vs strike $25.95 |
Annual cash incentive (performance metrics)
- Eligibility: Up to 35% of base salary; discretionary; no disclosed specific performance metrics or weightings .
- 2024 payout: $103,750 discretionary bonus .
Equity Ownership & Alignment
| As-of date | Total beneficial ownership (sh) | % of shares outstanding | Composition detail |
|---|---|---|---|
| Apr 1, 2025 | 81,848 | 1.12% | 79,515 restricted stock; 2,333 options currently exercisable |
- Unvested equity at 12/31/24: 14,516 restricted shares unvested .
- Insider trading/pledging: Company policy prohibits short sales, options/derivatives on company stock, and pledging/hedging; directors and executive officers must preclear transactions and are subject to blackout periods .
- Clawback: Compensation recovery policy adopted Nov 13, 2023 (effective Oct 2, 2023) for incentive compensation tied to financial reporting measures in the event of a restatement .
Employment Terms
| Term | Details |
|---|---|
| Start date and roles | Joined July 2023 as Chief Development Officer; promoted to Chief Medical Officer in April 2024 . |
| Base salary (contract) | $450,000 per year . |
| Annual bonus | Up to 35% of base salary; discretionary . |
| Initial equity grant | Stock option for 5,333 shares; 10-year term; vesting 25% at 1-year anniversary then quarterly through year 4; strike at FMV on grant date (disclosed as $25.95); expires Aug 1, 2033 . |
| Severance (termination without cause) | Seven months’ salary post-termination; plus lump-sum target bonus prorated through termination (subject to Company determination that an annual bonus would be owed); payable within 60 days . |
| Change-in-control treatment | Individual agreement: no specific CIC multiple disclosed; plan-level provisions allow the Board to accelerate vesting or cash out awards upon reorganization/fundamental transactions at its discretion . |
| Insider trading controls | Preclearance required; anti-hedging/anti-pledging; blackout periods may apply . |
| Clawback | Policy covers recovery of incentive-based compensation upon financial restatement . |
Investment Implications
- Near-term selling pressure from vesting RSAs: 14,516 restricted shares granted Mar 11, 2024 vest 50% on Mar 11, 2025 and 50% on Mar 11, 2026, creating identifiable windows of potential supply if shares are sold upon release .
- Options are not an immediate monetization lever: As of 12/31/24, Dagher’s options are deeply out-of-the-money (exercise $25.95 vs $2.27 FMV), reducing near-term exercise-driven selling risk and aligning upside with long-term appreciation .
- Pay mix skews to cash in 2024: Equity awards comprised $71,855 of $498,578 total 2024 compensation, with $294,000 salary and $103,750 discretionary bonus; limited disclosed metric linkage increases subjectivity of annual cash payout .
- Ownership alignment is meaningful for a small-cap biotech: 81,848 shares (1.12% of shares outstanding) with substantial restricted stock exposure aligns incentives to equity value creation; company-level prohibitions on pledging/hedging enhance alignment quality .
- Retention risk moderate: Severance equals seven months of salary plus prorated target bonus upon termination without cause—supportive but not a “golden parachute”—while scheduled RSA/option vesting provides additional retention hooks through 2027 .
- Execution and performance backdrop: Company TSR deteriorated across 2022–2024 and net losses, while improving, remain significant, underscoring high execution risk for clinical milestones under Dagher’s remit as CMO .
All data above are sourced from BrainStorm Cell Therapeutics’ 2025 definitive proxy statement (DEF 14A) filed May 16, 2025; see citations.