Menghisteab Bairu
BRAINSTORM CELL THERAPEUTICSAbout Menghisteab Bairu
Dr. Menghisteab Bairu, age 64, has served as an independent director of BrainStorm Cell Therapeutics (BCLI) since October 2021. He holds an M.D. from Università degli Studi di Milano and is an Adjunct Professor at UCSF School of Medicine, lecturing on global clinical trials design and conduct . He brings extensive leadership and product development experience across biopharma and healthcare ventures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BrainStorm Cell Therapeutics (BCLI) | Independent Director; Audit Committee member | Oct 2021–present | Supports oversight of financial reporting, controls, and related-party approval; Audit Committee held 4 meetings in FY2024 |
| Treos Bio Limited | Executive Chairman | 2016–2019 | Led precision cancer immunotherapy strategy |
| Serenus Biotherapeutics, Inc. | Founder and Chairman Emeritus; Board member | Since 2013 | Emerging markets specialty biopharma; governance role |
| UCSF School of Medicine | Adjunct Professor | Current | Global clinical trials design, development, conduct |
External Roles
| Organization | Role | Status/Timing | Exposure/Interlocks |
|---|---|---|---|
| Bio Usawa, Inc. | Co-founder, President & CEO | Current | Private monoclonal antibodies developer; no BCLI transactions disclosed |
| Proxenia Venture Partners | Founder, Chairman & CEO | Current | Focus on late preclinical/early clinical biotech; no BCLI transactions disclosed |
| Bairex | Chairman & CEO | Since Dec 2018 | International medical education & market research; no BCLI transactions disclosed |
Board Governance
- Independence: Board determined Dr. Bairu is independent under Nasdaq standards; Board and key committees comprise a majority of independent directors .
- Committees: Audit Committee member (Audit Committee = Naor, Chair; Bairu; Arbel) .
- Attendance: Each incumbent director attended at least 75% of the aggregate meetings of the Board and relevant committees in FY2024 (Board held 2 meetings) .
- Leadership roles: Not a committee chair; Audit Committee chaired by Nir Naor .
- Insider trading controls: Company policy includes anti-hedging and anti-pledging with preclearance requirements; options/derivatives trading prohibited .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Per Oct 28, 2021 board resolution; paid biannually |
| Committee fees | Included in total | Entitled when serving on committees (specific rates not itemized) |
| Total cash fees (FY2024) | $60,000 | No stock or option awards in 2024 |
| Meeting fees | Not disclosed | No separate meeting fees disclosed |
Performance Compensation
| Equity Component | Grant/Status | FY2024 Value | Vesting/Terms |
|---|---|---|---|
| Annual director equity | Not applicable | $0 (no grant in 2024) | Dr. Bairu is not entitled to annual director awards under the plan; Board also did not award 2024 annual equity to non-employee directors |
| Restricted stock (held under 2014 plans) | 24,000 shares (as of Apr 30, 2025) | N/A | Restricted stock holding disclosed; specific grant date/vesting not detailed for Dr. Bairu |
Performance metrics: Director equity plans permit performance awards generally, but director awards typically vest time-based monthly; no specific performance metrics are tied to Dr. Bairu’s compensation in the disclosures .
Other Directorships & Interlocks
| Company | Type | Public/Private | Potential Interlock with BCLI |
|---|---|---|---|
| Bio Usawa, Inc. | Biotech | Private | None disclosed |
| Proxenia Venture Partners | Venture/biotech | Private | None disclosed |
| Bairex | Med ed/market research | Private | None disclosed |
| Treos Bio Limited | Biotech | Private | Prior role; none disclosed |
| Serenus Biotherapeutics | Biopharma | Private | Board role; none disclosed |
Expertise & Qualifications
- Biopharma product development and executive leadership across oncology and immunotherapy ventures .
- Global clinical trials expertise; academic appointment at UCSF .
- Emerging markets strategy and healthcare operations .
Equity Ownership
| Metric | July 31, 2024 | April 1, 2025 |
|---|---|---|
| Beneficial ownership (shares) | — (no holdings disclosed) | 24,000 restricted shares |
| Shares outstanding (reference base) | 79,734,091 (company-wide) | 7,253,821 (company-wide) |
| Ownership % | — | <1% (as indicated) |
| Pledging/Hedging | Company policy prohibits hedging and requires preclearance for any pledges; options/derivatives trading prohibited | Company policy prohibits hedging and requires preclearance for any pledges; options/derivatives trading prohibited |
Say-on-Pay & Shareholder Feedback (Company-level context)
| Proposal (Sep 16, 2024) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NEO compensation) | 23,439,724 | 2,640,861 | 3,262,782 | 24,890,951 |
| Say-on-Pay Frequency (Triennial) | 17,721,476 (3 years) | 551,403 (2 years) | 8,221,436 (1 year) | 2,849,052 abstain |
Governance Assessment
-
Strengths:
- Independence affirmed; service on Audit Committee enhances board oversight of financial reporting and related-party transactions .
- Attendance met or exceeded company threshold (≥75%) in FY2024, supporting engagement .
- Conservative director pay structure (cash-focused in 2024; no annual equity), reducing risk of misaligned incentives in a capital-constrained period .
-
Potential Red Flags/Monitoring Items:
- Multiple concurrent executive roles at private biopharma/venture entities; while no related-party transactions are disclosed, continued monitoring for conflicts is prudent as BCLI pursues financing and partnerships .
- Company-level litigation (securities and derivative actions tied to NurOwn communications) represents governance risk for all directors; oversight quality should be assessed during ongoing legal matters .
-
Alignment Signals:
- Restricted stock holding as of April 2025 (<1% ownership) indicates some equity alignment without evidence of hedging/pledging, consistent with company policy .
No related-party transactions involving Dr. Bairu are disclosed in the proxy’s “Certain Relationships and Related Transactions” section .