Chen Franco-Yehuda
DarioHealthAbout Chen Franco-Yehuda
Chen Franco‑Yehuda is Chief Financial Officer, Treasurer and Secretary of DarioHealth Corp. (DRIO) since May 15, 2025 . She is 41 years old and holds a B.A. in economics and accounting (high honors) from Haifa University and is a certified public accountant in Israel . Prior to DRIO, she served as CFO of Pluri Inc. (Nasdaq/TASE: PLUR) from March 2019 to October 2024, after earlier financial leadership roles at Pluri and audit experience at PwC; she also lectures in accounting and serves on the board (audit and compensation committees) of Brenmiller Energy Ltd. (Nasdaq: BRNG) . In 2024 the company reported TSR value of $45.70 on a $100 basis and a net loss of $(42.7)m; these figures frame the operating backdrop during her onboarding . She is the signatory officer on recent SEC filings in her capacity as CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pluri Inc. | Chief Financial Officer, Treasurer and Secretary | Mar 2019 – Oct 2024 | Led finance at a public biotech issuer through reporting cycles and capital markets engagement |
| Pluri Inc. | Head of Accounting and Financial Reporting | Jul 2016 – Mar 2019 | Built public-company reporting and controls processes |
| Pluri Inc. | Corporate Controller | May 2013 – Jul 2016 | Scaled controllership function amid growth |
| PwC (Israel) | Audit Manager | Oct 2008 – Apr 2013 | Oversaw audits for public and private companies across industries |
| Open University of Israel | Lecturer (Accounting) | 2009 – 2014 | Academic teaching; strengthens technical finance expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Brenmiller Energy Ltd. (Nasdaq: BRNG) | Director; Audit and Compensation Committee Member | Current | Public company board and key committee service |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base Salary | NIS 82,000 per month (approximately $22,245) | |
| Effective Start (CFO) | May 15, 2025 | |
| Benefits/Perquisites | Standard benefits (vacation, sick leave), contributions to manager’s insurance policy and study fund, mobile phone allowances; expense reimbursements |
Performance Compensation
Annual Cash Incentive
| Element | Detail | Source |
|---|---|---|
| Target Bonus Opportunity | Up to a gross amount equal to six times monthly base salary (i.e., up to 6x base) | |
| Performance Metrics | “Certain milestones” approved annually by Compensation Committee and/or Board (specific metrics not disclosed) | |
| Payout Determination | Subject to annual approval and achievement against milestones (no weighting/thresholds disclosed) |
Equity Awards
| Award Type | Grant Date | Quantity | Vesting | Acceleration | Source |
|---|---|---|---|---|---|
| Restricted Shares (Common Stock) | Apr 18, 2025 | 500,000 | 3-year schedule: one-third vests on Apr 27, 2026; remaining shares vest in equal quarterly amounts thereafter | Full acceleration of any unvested awards upon Change of Control |
Vesting Schedule Details (Equity)
| Award | Key Dates | Schedule Notes | Source |
|---|---|---|---|
| 500,000 Restricted Shares | First vest Apr 27, 2026 | Remaining unvest quarterly over the following two years |
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial Ownership (as of May 29, 2025) | 0 shares; 0% of outstanding | |
| Excluded (Unvested) | 500,000 restricted shares not yet vested | |
| Options/Warrants | None disclosed for Ms. Franco‑Yehuda |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Employment Agreement | Appointed Apr 18, 2025; CFO effective May 15, 2025 | |
| At‑Will/Notice | At‑will; either party may terminate with 90 days’ prior written notice | |
| Severance (Company termination at will) | Minimum 90 days of severance plus required Israeli severance law amounts; “adjustment period” accrues one month per year of employment from Apr 27, 2025, capped at 6 months aggregate | |
| Severance (for cause) | Israeli severance law only | |
| Change‑of‑Control | Six‑month adjustment period and full acceleration of any unvested awards (single‑trigger acceleration) | |
| Restrictive Covenants | 12‑month non‑competition and non‑solicitation; confidentiality and IP assignment | |
| Indemnification | Standard indemnification agreement |
Company Performance Context
Financial Performance (Annual)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues (USD) | $20,352,000* | $27,040,000* |
| EBITDA (USD) | $(51,076,000)* | $(49,588,000)* |
Values marked with * retrieved from S&P Global.
Pay‑Versus‑Performance Anchors (Company‑reported)
| Metric | 2023 | 2024 |
|---|---|---|
| Value of Initial Fixed $100 Investment (TSR) | $40.13 | $45.70 |
| Net Income (Loss) (USD) | $(59,427,000) | $(42,747,000) |
Track Record, Roles, and Execution Risk
- Executive background: Seasoned public-company CFO with deep controllership and audit pedigree (PwC; Pluri Inc. CFO 2019–2024), plus public board and audit/comp committee exposure, indicating strong technical governance credentials .
- Filing authority: Listed as signatory on company 8‑K filings in CFO capacity, underscoring operational responsibility for disclosure controls .
- Operating backdrop on arrival: Company‑reported TSR value at $45.70 and narrowed net loss in 2024, suggesting a still‑challenged but improving loss profile as she assumed the CFO role .
Compensation Structure Analysis
- High at‑risk cash component: Target cash incentive up to 6x base salary is unusually leveraged and contingent on annually set milestones, giving the Compensation Committee/Board meaningful discretion over pay outcomes .
- Equity orientation and retention: A 500,000‑share, three‑year restricted stock grant with quarterly vesting cadence after the first anniversary provides ongoing retention hooks; single‑trigger full vesting on change‑of‑control is shareholder‑sensitive and may accelerate payout without a termination condition .
- Vesting‑related supply: The first vesting date is April 27, 2026, with quarterly vesting thereafter, which can introduce periodic liquidity windows; no selling activity is disclosed to date and she had no vested holdings as of the May 29, 2025 record date .
Risk Indicators & Red Flags
- Single‑trigger COC acceleration: Full acceleration upon a change‑of‑control (without a termination requirement) is a potential governance concern in some frameworks; investors should monitor how this interacts with broader executive plan provisions .
- Discretionary bonus metrics: Performance milestones are not disclosed and are set annually, increasing subjectivity in annual bonus outcomes .
- Nasdaq compliance and capital structure actions: While company‑level, the 2025 proxy details reverse split and authorized share increase proposals amid historical bid‑price noncompliance—factors the CFO must navigate in capital markets planning .
Investment Implications
- Alignment and retention: The sizable time‑based restricted stock grant and quarterly vesting cadence support retention; however, single‑trigger acceleration at COC can front‑load equity realization and weaken post‑deal retention incentives .
- Pay‑for‑performance transparency: Cash bonus potential is high (up to 6x base) but metrics are undisclosed and set annually, warranting close monitoring of Compensation Committee disclosures for specificity and rigor .
- Ownership skin‑in‑the‑game: As of the 2025 record date, Ms. Franco‑Yehuda had no vested equity ownership; incentive alignment will primarily come from future vesting and performance against bonus milestones .
- Execution focus: Given company‑reported TSR and net loss trends, near‑term value creation will hinge on measurable improvements in growth and profitability under financial stewardship; watch subsequent proxies and filings for explicit CFO‑tied KPIs and any Form 4 activity post‑vesting .
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