Irit Arbel
BRAINSTORM CELL THERAPEUTICSAbout Irit Arbel
Dr. Irit Arbel, age 65, is BrainStorm’s Vice-Chairperson, an independent director, and Chair of the Governance, Nominating and Compensation (GNC) Committee; she joined the Board in May 2004 and is a Company co‑founder . She holds a Post‑Doctorate in Neurobiology (1997, Multiple Sclerosis research) and a Chemical Engineering degree from the Technion; prior BrainStorm roles include President (six months) and former Chairperson .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neurochords Corp | Chief Executive Officer | Aug 2018–2020 | Led graphene-based scaffold development for nerve reconstruction |
| Savicell Diagnostic Ltd | EVP, Research & Development | Jul 2012–Aug 2018 | R&D leadership in diagnostics |
| Real Aesthetics Ltd | Chairperson | 2009–2011 | Overseen ultrasound cellulite treatment company |
| BRH Medical | Chairperson | 2009–2011 | Led medical device firm for wound healing |
| RFB Investment House | Director of M&A | Not stated | Focused on early-stage tech investments |
| Pluristem Life Systems, Inc. | President & CEO | Not stated | Biotech operating leadership |
| Merck, Sharp & Dohme (Israel) | Sales Manager | Not stated | Commercial experience in pharma |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Neurochords Corp | CEO | Aug 2018–2020 | Private biotech; spinal cord/peripheral nerve injury focus |
| Savicell Diagnostic Ltd | EVP R&D | Jul 2012–Aug 2018 | Private diagnostics company |
| Real Aesthetics Ltd | Chairperson | 2009–2011 | Private aesthetics device company |
| BRH Medical | Chairperson | 2009–2011 | Private wound-healing device company |
| RFB Investment House | Director of M&A | Not stated | Private investment firm |
| Pluristem Life Systems, Inc. | President & CEO | Not stated | Public company historically, role disclosed without dates |
Board Governance
- Independence: Board determined Dr. Arbel is independent under Nasdaq standards; Board, GNC, and Audit committees are majority/all independent .
- Board attendance: Board held 2 meetings in FY2024; each incumbent director attended at least 75% of Board and committee meetings; directors attended the prior year’s annual meeting .
- Committee assignments:
- GNC Committee: Chair; members are Arbel (Chair), Polverino, Naor; 3 meetings in FY2024; oversees CEO compensation, executive pay, director nominations, governance, equity plans, director compensation; meets without executives for pay deliberations .
- Audit Committee: Member; Audit Committee members are Naor (Chair), Bairu, Arbel; 4 meetings in FY2024; oversees auditor independence, internal controls, related‑party transactions pre‑approval; Naor is the SEC “financial expert” .
- Board role: Arbel serves as Vice‑Chairperson, providing leadership alongside the non‑executive Chair .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | - | - (no director equity grants in 2024) | - | - |
- Director Compensation Plan mechanics (baseline, subject to Board determinations): annual awards post‑meeting, with alternative instruments for U.S./non‑U.S. directors; committee member and chair awards; vest monthly 1/12 over 12 months; exercise price $11.25 for non‑U.S. options; Board did not award annual equity to non‑employee directors in 2024; share counts reflect 1‑for‑15 reverse split .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Strike Price | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Jun 1, 2015 | Stock Option | 6,667 | $0.75 | Fully vested at grant | Granted under amended Director Compensation Plan |
| Feb 26, 2017 | Stock Option | 6,667 | $0.75 | Fully vested at grant | Granted under second amendment |
| Jul 13, 2017 | Stock Option | 12,000 | $0.75 | Fully vested at grant | Granted under third amendment |
- Committee award framework: GNC/Audit members receive 133 shares or options; committee chairs receive 222 shares or options; annual director awards vary by U.S./non‑U.S. status; awards vest monthly over 12 months; in 2024, Board determined no annual equity awards to non‑employee directors .
Other Directorships & Interlocks
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed for Dr. Arbel . |
Expertise & Qualifications
- Scientific and engineering credentials: Post‑Doctorate in Neurobiology focused on Multiple Sclerosis; Chemical Engineering degree (Technion) .
- Biotech operating leadership: Former CEO/President roles; extensive R&D leadership; M&A experience; pharmaceutical commercial background .
- Board‑level governance: Co‑founder status; prior BrainStorm President and Chairperson; current Vice‑Chairperson and GNC Chair .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Components |
|---|---|---|---|
| Dr. Irit Arbel | 54,565 | <1.0% | 13,511 Presently Exercisable Options; 41,054 restricted stock; no unvested restricted stock at 12/31/2024 |
- Shares outstanding basis: 7,253,821 shares as of April 1, 2025 .
- Insider trading/hedging: Company policy prohibits shorts, options, other derivatives; pre‑clearance required; anti‑pledging provisions noted .
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| — | — | — | — | No Form 4 transactions found for BCLI in available records [ListDocuments result: 0 Form 4]. |
Governance Assessment
- Strengths: Independent director with deep biotech and R&D leadership; chairs GNC and serves on Audit, indicating governance influence; attendance met ≥75% threshold across Board and committees in FY2024 .
- Alignment: Holds options and restricted stock; anti‑hedging/anti‑pledging policy reduces misalignment risks; no family relationships disclosed; no director legal proceedings disclosed in past 10 years .
- Potential conflicts/risks: As GNC Chair, she oversees equity plans while directors have an interest in Proposal No. 4 to increase share pool; co‑founder and prior Company executive which can raise perceived independence concerns despite Nasdaq independence determination .
- Pay signals: No cash fees or annual equity grants for non‑employee directors in 2024; governance committees continue to control equity grant design (monthly vesting), but 2024 restraint suggests cash preservation and reduced dilution in a challenging period .
- Oversight quality: Audit Committee reviewed auditor independence and recommended inclusion of audited financials in 2024 Form 10‑K; GNC undertook governance, nominations, and executive compensation responsibilities under written charters .
Note: Where specific director pay metrics (e.g., performance targets/TSR) or stock ownership guidelines are not disclosed, they are omitted per available filings. All facts are cited to the Company’s 2025 DEF 14A.