Jacob Frenkel

About Jacob Frenkel

Independent, non‑management Chairperson of BCLI since March 2020, with more than four decades in global finance, academia, and policy. Education: B.A. in economics and political science (Hebrew University); M.A. and Ph.D. in economics (University of Chicago). Age disclosed as 79 in the 2022 proxy; tenure on BCLI’s board >5 years as of 2025. Core credentials include Chair of JPMorgan Chase International (2009–2020), Vice Chair of AIG (2004–2009), Chair of Merrill Lynch International (2000–2004), two terms as Governor of the Bank of Israel (1991–2000), Chairman/CEO and later Chairman Emeritus of the Group of Thirty (G‑30), and Chairman Emeritus of the Board of Governors at Tel Aviv University .

Past Roles

External Roles

Board Governance

• Role at BCLI: Chairperson of the Board since March 2020; Vice‑Chairperson is Dr. Irit Arbel, who chairs the Governance, Nominating and Compensation (GNC) Committee .
• Committee leadership at BCLI: Audit Committee Chair is Nir Naor (appointed 2023); GNC Committee Chair is Dr. Irit Arbel .
• Independence: BCLI proxies describe him as director and Chairperson; independence not explicitly labeled in BCLI excerpts. He was classified as an independent director at Loews and served as an independent committee chair/member at Boston Properties, indicating a record of independence on public company boards .
• Attendance: No BCLI‑specific board/committee attendance rates disclosed in the excerpts retrieved; annual meeting attendance not specified for BCLI [—].
• Engagement: Current profile emphasizes macroeconomic and financial expertise supporting oversight during strategic realignments .

Fixed Compensation

Performance Compensation

Performance metrics: No revenue/EBITDA/TSR or ESG performance conditions disclosed for director equity awards; vesting is time‑based, not tied to operating metrics .

Other Directorships & Interlocks

Expertise & Qualifications

• Global macroeconomics and monetary policy leadership (Bank of Israel Governor; IMF Research leadership referenced in BXP profiles), extensive international financial institution governance, and academic credentials (Ph.D., University of Chicago) .
• Board governance experience as committee chair and member across Audit, Compensation, and Nominating/Governance committees at large‑cap public companies .

Equity Ownership

2025 footnote: Consists of 43,777 shares owned prior to joining the board and 10,000 shares issuable upon exercise of Presently Exercisable Options; group total options present exercisable across directors/officers equals 57,868 .

Governance Assessment

• Alignment: Compensation structure is primarily equity‑based (options), with no cash or RSU awards disclosed for Frenkel in 2021; this aligns incentives with shareholder outcomes but the absence of performance‑conditioned awards means alignment is through ownership and price appreciation rather than operating metrics .
• Ownership: Latest beneficial ownership shows a modest absolute stake (<1%); while options historically were significant (100,000 options outstanding at 12/31/2021), present exercisable options disclosed in 2025 were 10,000, suggesting reduced immediate leverage; low absolute ownership can be a relative alignment concern for investors focused on “skin‑in‑the‑game” .
• Independence and committee roles: Documented independent service at Loews and BXP; at BCLI he serves as non‑management Chair, with committee oversight led by other directors (Arbel for GNC; Naor for Audit), indicating a separation of roles and distributed oversight, consistent with governance best practices in small‑cap biotech .
• Conflicts/related‑party exposure: BCLI’s 8‑K at appointment states no understandings/arrangements and no reportable related‑party transactions under Item 404(a); ongoing related‑party review is routed through Audit Committee practices (as described in Loews policy excerpts) .
• Attendance/engagement signals: Specific BCLI attendance metrics were not available in the retrieved documents; absence of disclosed attendance rates is a data gap rather than a negative signal [—].

Red Flags and Watch Items

• Bespoke director pay: Explicit exclusion from BCLI’s standard Director Compensation Plan and reliance on special option grants may indicate non‑standard compensation structures for the Chair; investors should monitor any future modifications, repricings, or accelerated vesting provisions (none disclosed in retrieved records) .
• Low immediate ownership: <1% beneficial ownership as of 2025 with only 10,000 present exercisable options may be viewed as limited “skin‑in‑the‑game” by some governance‑sensitive investors, though historical option holdings were larger; confirm current unvested/exercisable balances in future filings .
• Performance conditioning: No disclosed performance metrics for director awards; pure time‑based vesting reduces pay‑for‑performance linkage at the board level (common for directors but relevant to alignment assessments) .

Supporting Disclosures

• BCLI governance and biography disclosures: 2025 DEF 14A and PRE 14A; 2024/2025 10‑K sections .
• Appointment and compensation terms: 8‑K (Item 5.02) dated March 31, 2020 .
• Director compensation details: BCLI FY2021 10‑K director compensation table; option holdings and fair value .
• Beneficial ownership: 2025 DEF 14A (as of April 1, 2025); 2020 DEF 14A (as of August 31, 2020) .
• Other public board service and committee roles: Loews and Boston Properties proxies and filings .