Uri Yablonka
BRAINSTORM CELL THERAPEUTICSAbout Uri Yablonka
Executive Vice President, Chief Business Officer, Secretary, and Director. Joined BCLI in June 2014 as COO and Board member; appointed EVP & CBO in March 2017. Age 48 (2025). Education: LL.B (Ono Academic College), LL.M (Bar-Ilan University), admitted to Israeli Bar. Background spans business development (ACC International Holdings), consulting (owner of Uri Yablonka Ltd.), PR/strategy (PM-PR Media Consulting), and earlier journalism (Maariv Diplomatic Correspondent) .
Company performance context during his tenure:
- BCLI is pre-revenue; EBITDA loss narrowed from FY2022 to FY2024, and net loss improved in FY2024 versus prior years (see table). Values retrieved from S&P Global.*
- Pay-versus-performance TSR: $100 initial investment → $41 (2022), $7 (2023), $4 (2024), highlighting severe equity value contraction over 2022–2024 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | n/a* | n/a* | n/a* |
| EBITDA ($USD) | -$24.537m* | -$21.174m* | -$11.453m* |
| Net Income ($USD) | -$24.277m* | -$17.192m* | -$11.623m |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BrainStorm Cell Therapeutics | Chief Operating Officer; Director | 2014–2017 | Helped scale operations; joined Board on arrival |
| BrainStorm Cell Therapeutics | EVP & Chief Business Officer; Secretary; Director | 2017–present | Leads business strategy and corporate matters |
| ACC International Holdings (affiliate of ACCBT) | VP, Business Development | 2011–2014 | Business development in healthcare/biotech ecosystem |
| Uri Yablonka Ltd. | Owner & General Manager | 2010–2014 | Business consulting leadership |
| PM-PR Media Consulting Ltd. | Senior Partner | 2008–2011 | Led PR and strategy consulting; governmental and private clients |
| Maariv Daily Newspaper | Correspondent (Diplomatic) | 2002–2008 | International reporting; stakeholder communications expertise |
External Roles
No current public-company directorships disclosed beyond BCLI; prior roles primarily consulting and journalism .
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $164,780 | $151,390 | Company reduced exec base salaries by 30% in Nov 2023 |
| Target Bonus % | — | — | Not disclosed for Yablonka |
| Actual Bonus Paid ($) | $0 | $0 | — |
| Perquisites ($) | $82,275 | $78,637 | Includes management insurance (pension, disability, severance), education fund, Israeli social security, company car; tax gross-up applied |
| Salary Basis (contract) | — | — | Employment agreement annual salary: 640,000 NIS; company car & phone; tax gross-up on those benefits |
Employment Agreement (June 6, 2014; amended July 26, 2017; June 23, 2020):
- Annual salary 640,000 NIS; benefits plus car/phone; tax gross-up for taxes on car/phone .
- Initial fully vested option at grant: 33,333 shares, $40.50 strike .
- Annual option award: 889 shares after each annual meeting, $11.25 strike, vests 1/12 monthly over 12 months .
- Severance: three months’ salary upon company termination .
Performance Compensation
| Award Type | Grant Date | Amount | Strike/Fair Value | Vesting | Performance Metrics | Payout |
|---|---|---|---|---|---|---|
| Restricted Stock Award | Mar 11, 2024 | 7,295 shares | $16,560 market value at 12/31/24 (based on $2.27) | 50% on Mar 11, 2025; 50% on Mar 11, 2026; continued employment required | Not performance-based (time-based vesting) | Shares vesting per schedule |
| Annual Director/Employee Options (non-U.S.) | Annual (post-AGM) | 889 shares per cycle | $11.25 exercise; various expiries 2025–2031 | 1/12 monthly over 12 months, contingent employment | Not performance-based | Options exercisable upon vest |
Company policy allows performance awards under plans, but Yablonka’s disclosed RSAs/options vest on service/time and are not tied to financial KPIs (e.g., revenue, EBITDA, TSR) .
Equity Ownership & Alignment
| Ownership Category | Amount | Detail |
|---|---|---|
| Total Beneficial Ownership (Apr 1, 2025) | 74,686 shares; 1.03% of outstanding | 6,222 Presently Exercisable Options + 68,464 Restricted Stock |
| Vested vs. Unvested | Vested: 6,222 options; Unvested: 7,295 RSAs (Mar 2024 grant) | RSAs vest 50% in 2025/2026; options list includes expiries 2025–2031 |
| Options In-The-Money Value | Minimal given stock price dynamics (market value reference $2.27 at 12/31/24) | Several option strikes at $11.25; initial grant at $40.50 likely out of the money |
| Pledging/Hedging | Prohibited by policy (shorts, options, derivatives; pledges require approval; insiders broadly restricted) | Anti-hedging/anti-pledging policy in effect |
| Ownership Guidelines | Not disclosed | — |
Outstanding awards detail (extract):
- Options: multiple 889-share tranches at $11.25 with expirations on 08/27/2025, 06/22/2026, 11/10/2027, 11/30/2028, 12/12/2029, 12/10/2031, 12/15/2031 .
- RSAs: 7,295 shares granted March 11, 2024; vesting 50%/50% over two years .
Employment Terms
| Term | Provision |
|---|---|
| Agreement dates | June 6, 2014; amended July 26, 2017; June 23, 2020 |
| Base salary | 640,000 NIS; benefits per Israeli subsidiary practices; company car and phone; tax gross-up for related taxes |
| Equity | Initial option 33,333 shares, fully vested at grant; strike $40.50 . Annual option 889 shares post-AGM at $11.25; vests monthly over 12 months . |
| Severance | Three months’ salary upon company termination |
| Clawback/Recovery | Company adopted compensation recovery policy Nov 13, 2023 (effective Oct 2, 2023); recover incentive comp upon restatement within 3-year lookback |
| Non-compete/Non-solicit | Not disclosed |
Board Governance
| Item | Detail |
|---|---|
| Board Service | Director since June 2014; also corporate Secretary |
| Committee Memberships | Not on Audit or GNC Committees; committees comprised entirely of independent directors |
| Independence | Not independent (executive officer director) |
| Dual-role implications | CEO and Chair roles are separated; Board majority independent; GNC/Audit fully independent. Yablonka is an insider director, which reduces independence on board oversight but is balanced by committee composition |
| Board Meetings & Attendance | Board held 2 meetings in FY2024; each incumbent director attended ≥75% of Board and committee meetings |
| Proxy Role | Signed 2024 proxy as Chief Business Officer and Secretary |
Director Compensation
Yablonka receives compensation for all officer and director services under his employment agreement; no separate non-employee director cash/equity retainer applies to him (distinct plan applies to non-employee directors) .
Insider Transactions & Vesting-Driven Selling Pressure
- Form 4 filed January 3, 2025 for Uri Yablonka (EVP & CBO, Director) .
- Public trackers reflect holdings and recent awards; confirms insider status .
Policy-driven blackout periods and anti-derivatives restrictions limit opportunistic trading; RSAs vesting in 2025/2026 may create episodic sell pressure to cover taxes absent 10b5-1 specifics .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR: $100 initial investment | $41 | $7 | $4 |
TSR per SEC “Pay Versus Performance” table .
- Litigation and regulatory backdrop: multiple shareholder suits and derivative actions tied to NurOwn and FDA communications; active defense; contextual governance risk during 2023–2025 .
- Operational context: pre-commercial biotech; constrained cash and financing reliance; equity plan share increases approved/proposed across 2024–2025 to retain talent .
Compensation Structure Analysis
| Observation | Implication |
|---|---|
| Shift toward RSAs/time-based vesting; no options granted to NEOs in 2024 | Reduces at-risk leverage; more predictable vesting; can signal retention over performance pay |
| Discretionary bonuses used for other NEOs, not for Yablonka | Pay-for-performance linkage is limited for his role; bonus not emphasized |
| Guaranteed NIS salary with car/phone tax gross-ups | Shareholder-unfriendly optics on gross-ups; modest in size but a governance flag |
| Equity plan amendments increasing pools (2024, 2025) | Potential dilution; necessary to maintain retention and recruitment capacity |
| Recovery (clawback) policy adopted (2023) | Improves governance alignment; recover incentive comp after restatements |
Equity Ownership & Alignment (Detail Table)
| Category | Count/Value | Status |
|---|---|---|
| Presently Exercisable Options | 6,222 shares | Vested |
| Unvested RSAs (Mar 2024 grant) | 7,295 shares; $16,560 market value at 12/31/24 (based on $2.27) | 50% vests 2025; 50% vests 2026 |
| Historical initial option | 33,333 shares @ $40.50 (fully vested at grant) | Likely out-of-the-money |
| Annual option tranches | 889 shares per year @ $11.25; monthly vest; expiries 2025–2031 | Mixed vest/exercise windows |
| Anti-hedging/anti-pledging | Prohibited; insider pre-approval required for any transactions | Alignment safeguard |
Compensation & Director Tables (Summary Compensation)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $164,780 | $151,390 |
| Bonus ($) | $0 | $0 |
| Stock Awards ($) | $82,275 | $36,111 |
| All Other Compensation ($) | $— | $78,637 |
| Total ($) | $247,055 | $266,138 |
Investment Implications
- Alignment: Insider director with meaningful restricted stock exposure; anti-hedging/anti-pledging rules reduce misalignment risk; RSA vesting could periodically add selling pressure (tax liquidity) .
- Governance: Not independent; however, Board majority and key committees are independent, mitigating dual-role concerns. CEO and Chair roles are separated, improving oversight structure .
- Pay-for-performance: Compensation emphasizes fixed pay and time-based equity; limited linkage to concrete KPIs (revenue/EBITDA/TSR), which may underweight performance incentives amid ongoing clinical/regulatory milestones .
- Dilution/Retention trade-off: Expanded equity pools (2024–2025) support retention in a capital-constrained, pre-commercial biotech but increase dilution risk. Expect continued reliance on equity grants as cash remains tight .
- Trading signals: Watch Form 4s around RSA vest dates (Mar 2025/Mar 2026) and policy windows; monitor any changes to equity plan utilization and insider selling cadence .
Notes:
- Financial metrics table values retrieved from S&P Global.*
- TSR values and compensation figures sourced from BCLI’s DEF 14A filings .