Nir Naor
BRAINSTORM CELL THERAPEUTICSAbout Nir Naor
Independent director (age 50) at Brainstorm Cell Therapeutics (BCLI) since June 2023; serves as Audit Committee Chair and member of the Governance, Nominating & Compensation (GNC) Committee. Currently Chief Financial Officer of Axogen (since December 2023); prior senior CFO roles across biopharma and medtech. Credentials include CPA (Israel, inactive) and CFA; dual MBAs (IMD and Tel Aviv University), LL.M. (Hamburg), LL.B. (Tel Aviv), and B.A. in Accounting (Tel Aviv University). The Board classifies him as independent and as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axogen, Inc. | Chief Financial Officer | Dec 2023–Present | Public-company CFO experience; financial reporting, capital markets |
| (Multiple growth companies) | Advisory and short-term CFO roles | Oct 2022–Nov 2023 | Finance advisory capacity to private/growth companies |
| QuVa Pharma | Chief Financial Officer | Feb 2023–Sep 2023 | Short-term CFO assignment |
| HMNC Brain Health | Chief Financial Officer | Dec 2021–Oct 2022 | Corporate finance leadership in biopharma |
| Arbor Pharmaceuticals | Chief Financial Officer | Jan 2021–Sep 2021 | U.S. specialty pharma finance leadership |
| Mölnlycke (U.S. & Americas) | CFO, U.S. and the Americas | Oct 2017–Jan 2021 | Regional P&L stewardship and controls |
| UCB (U.S.) | CFO, U.S. | Jul 2016–Jul 2017 | U.S. finance leadership |
| Earlier career | Investment banker and commercial lawyer (Israel) | N/A | Capital markets/legal perspective |
External Roles
| Organization | Position | Public/Private | Notes |
|---|---|---|---|
| Axogen, Inc. | Chief Financial Officer | Public | Executive role; not disclosed as a board directorship in BCLI proxy |
Board Governance
| Item | Status | Evidence |
|---|---|---|
| Independence | Independent director | Board determined Naor is independent under Nasdaq rules |
| Committee assignments | Audit Committee (Chair); GNC Committee (Member) | Audit: Naor (Chair), Bairu, Arbel; GNC: Arbel (Chair), Polverino, Naor |
| Financial expert | Audit committee financial expert (SEC definition) | Board determined Naor is an “audit committee financial expert” |
| Board meetings (2024) | Board met 2 times | Board meeting count disclosed |
| Committee meetings (2024) | Audit: 4; GNC: 3 | Committee meeting counts disclosed |
| Attendance | ≥75% of aggregate Board and committee meetings for all incumbents | Each incumbent director met the 75% threshold in 2024 |
| Leadership | Chair of Audit Committee | Committee composition and roles |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 |
- The Board did not grant annual equity awards to non-employee directors in 2024 (cash-only exceptions applied to select directors per prior Board resolutions) .
Performance Compensation
| Performance Metric | Weight/Target | 2024 Status | Notes |
|---|---|---|---|
| Performance-based metrics tied to director pay | Not disclosed | None disclosed | Director equity awards (when granted) vest time-based monthly under the Director Compensation Plan; no performance metrics specified |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Naor in BCLI proxy biography |
| Interlocks / related-party exposure | Related-party transactions disclosed involve Ramot (Tel Aviv University) and ACCBT/affiliates (CEO-controlled); no transactions disclosed involving Naor or Axogen |
Expertise & Qualifications
- Deep corporate finance expertise across biopharma/medtech; public-company CFO experience (Axogen) .
- Certifications: CPA (Israel, inactive); CFA .
- Degrees: MBA (IMD), MBA (Tel Aviv University), LL.M. (Hamburg), LL.B. (Tel Aviv University), B.A. in Accounting (Tel Aviv University) .
- Audit Committee Financial Expert designation by the Board .
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding | Vested/Unvested Equity | Options (Exercisable/Unexercisable) | Pledged Shares |
|---|---|---|---|---|---|
| Apr 1, 2025 | Not reported (no line item holdings shown) | Not reported | At Dec 31, 2024: no unvested shares | At Dec 31, 2024: none | No pledging disclosed; company policy requires pre-clearance of pledges |
Governance Assessment
- Positive indicators
- Independent, finance-savvy Audit Chair with “financial expert” designation; Audit Committee met 4x in 2024 and GNC 3x; Board-level attendance threshold met (≥75%) .
- Robust policies: anti-hedging/derivatives policy with pre-clearance for all transactions (including pledges); SEC- and Nasdaq-compliant clawback policy adopted Nov 13, 2023 (retroactive to Oct 2, 2023) .
- Watch items
- No beneficial ownership reported for Naor as of Apr 1, 2025; and no director equity grants in 2024—potentially limiting near-term equity alignment until future awards resume under the plan .
- Executive role at another public company (Axogen CFO) increases time commitments; the proxy discloses no related-party transactions tied to this role .
- Contextual governance risk (company-level)
- Ongoing securities class action and consolidated derivative actions related to NurOwn/FDA matters underscore importance of Audit/GNC oversight; Naor’s audit leadership is central in this environment .
No director-specific legal proceedings are disclosed for Naor, and the proxy notes no director or officer has had disqualifying legal events in the past 10 years .