Jonathan Solomon
About Jonathan Solomon
Jonathan Solomon is Chief Executive Officer and a director of BiomX Inc. (PHGE), positions he has held since October 2019. He previously served on the board of BiomX Israel from February 2016 and as CEO of BiomX Israel from February 2017 to October 2019 . He holds a B.Sc. in Physics and Mathematics (Hebrew University), an M.Sc. in Electrical Engineering (Tel Aviv University), and an MBA with honors (Harvard Business School) . Company-reported Pay vs. Performance data show BiomX’s TSR values of $17.50 (2022), $11.69 (2023) and $4.56 (2024), and Net (Loss) Income of $28,317k (2022), $26,169k (2023) and $17,727k (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BiomX Inc. | CEO and Director | Oct 2019 – Present | Leads public biotech focused on phage therapy programs . |
| BiomX Israel | Director | Feb 2016 – Present | Early board leadership of operating subsidiary . |
| BiomX Israel | CEO | Feb 2017 – Oct 2019 | Pre-Nasdaq operational leadership through business combination . |
| ProClara Biosciences (NeuroPhage) | Co-founder, President & CEO | 2007 – 2015 | Pioneered approach to neurodegenerative diseases . |
| Israeli Defense Forces | Classified unit (10 years) | Prior to 2007 | Technical/leadership background in defense unit . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public-company board roles disclosed for Solomon in the proxy . |
Fixed Compensation
| Component | Terms | FY 2024 Amount (USD) |
|---|---|---|
| Base salary (contractual) | NIS 100,000 per month ($27,304), plus NIS 25,000 per month ($6,759) for up to 40 overtime hours; 90-day notice period . | — |
| Israeli benefits | Company contributions: 8.33% of Salary to severance fund; 5.0% (managers insurance) or 6.5% (pension fund) to retirement; disability insurance up to 2.5% (if managers policy); 7.5% to educational fund; car/transport reimbursement NIS 2,000/month (~$541) . | — |
| Salary paid (FY 2024, SCT) | Base salary paid in USD (converted from NIS) . | $415,103 |
| Other compensation (FY 2024, SCT) | Welfare, disability, social benefits (Israel customary/mandatory) . | $102,081 |
Performance Compensation
- Annual bonus framework: NEOs eligible for performance-based bonuses up to 40–50% of salary, tied to corporate/individual goals (clinical & development milestones, budget, strategic objectives); FY2024 bonuses accrued following completion of the March 2024 PIPE; Compensation Committee determines payouts .
- 2024 CEO payout: Bonus paid $50,689 (SCT) .
| Incentive | Metric(s) | Target/Weighting | FY 2024 Actual/Payout | Notes |
|---|---|---|---|---|
| Annual cash bonus | Corporate and individual goals (clinical milestones, budget, strategy) | Not disclosed | $50,689 | FY2024 accrual tied to March 2024 PIPE completion . |
| RSUs (stock awards) | Time-based (fully vested upon grant) | N/A (immediate vest) | Fair value $49,798; grant valued at $0.99/share; shares issued on grant date | Immediate vesting can create near-term selling supply. |
| Stock options (FY 2024 SCT) | Time-based vesting; standard 4-year schedule | 25% at 1 year, then 6.25% quarterly | Grant-date fair value $460,921 | Double-trigger acceleration on CIC if terminated within 12 months (w/o Cause or with Good Reason) . |
| Option repricing/exchange (context) | — | — | Included incremental fair value from Oct/Nov 2023 repricing/exchange in “compensation actually paid” | Repricing is a governance watch item. |
Outstanding Equity Awards (FY 2024 Year-End)
| Grant date | Exercisable (#) | Unexercisable (#) | Exercise price | Expiration |
|---|---|---|---|---|
| 11/13/2016 | 16,744 | — | $5.38 | 01/07/2027 |
| 03/26/2017 | 18,214 | — | $2.75 | 03/26/2027 |
| 05/22/2018 | 20,172 | — | $2.75 | 05/21/2028 |
| 03/29/2019 | 28,471 | — | $2.75 | 03/29/2029 |
| 03/25/2020 | 3,790 | — | $2.75 | 03/25/2030 |
| 03/30/2021 | 3,750 | 250 | $2.75 | 03/30/2031 |
| 03/29/2022 | 10,067 | 4,576 | $2.75 | 03/29/2032 |
| 08/22/2022 | 5,625 | 4,375 | $0.66 | 08/22/2032 |
| 03/01/2023 | 17,937 | 23,063 | $4.00 | 03/01/2033 |
| 07/11/2024 | — | 380,500 | $3.63 | 07/11/2034 |
Vesting mechanics: 25% at first anniversary of grant; remaining vests in 12 quarterly installments; double-trigger acceleration if terminated without Cause or with Good Reason within 12 months post-Change in Control .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Aug 22, 2025) | 437,913 shares (1.6% of 26,554,887 outstanding) . |
| Composition | 179,804 common shares; 1,875 shares via warrants; 256,234 options vested or vesting within 60 days of record date . |
| Ownership policy | Insider trading policy prohibits short sales, options/derivatives, margin accounts, hedging and pledging . |
| Director compensation | As an employee-director, Solomon receives no additional director fees . |
| Section 16 compliance | A Form 4 for Solomon filed Apr 18, 2025 (due Apr 16, 2025) was reported as late by the company . |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment agreement | Dated Feb 1, 2016 (as amended); CEO of BiomX Israel . |
| Cash comp (contract) | NIS 100,000/month base ($27,304) + NIS 25,000/month ($6,759) for up to 40 overtime hours . |
| Benefits | Employer contributions to severance/retirement, disability insurance, 7.5% educational fund; car/transport NIS 2,000/month (~$541) . |
| Severance (non-statutory) | 12 months for resignation with Good Reason or termination without Cause, reduced to 9 months after Board approved a cash payment equal to 3 months’ salary in Mar 2025 (paid Apr 2025) . |
| Notice period | 90 days by either party . |
| Change-in-control | Stock options vest if terminated within 12 months post-CIC (double-trigger) due to involuntary termination without Cause or voluntary termination with Good Reason . |
| Clawback policy | Compensation Committee administers the company’s clawback policy (policy exists; details not specified in excerpt) . |
Board Service & Governance
- Leadership structure: Separate Independent Chair (Dr. Russell Greig) and CEO (Jonathan Solomon). Board asserts separation allows CEO focus on operations and Chair on strategic oversight .
- Independence: Majority independent; independent directors include Susan Blum, Jesse Goodman, Russell Greig, Jonathan Leff, Gregory Merril, Alan Moses, and Edward Williams .
- Meeting attendance: Board held 22 meetings in FY2024; all incumbents attended ≥75% of meetings/committee meetings; for the 2024 annual meeting, only Solomon attended among directors who were then on the board .
- Committees: All three committees are fully independent; memberships and chairs below .
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Susan Blum | Chair | — | — |
| Russell Greig | Member | Member | Chair |
| Edward Williams | Member | — | — |
| Alan Moses | — | Chair | — |
| Jonathan Leff | — | Member | — |
| Jesse Goodman | — | — | Member |
| Gregory Merril | — | — | Member |
| Jonathan Solomon | — | — | — |
Pay vs. Performance (Company-Reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO SCT total ($) | $1,041,542 | $1,118,541 | $1,078,592 |
| CEO “Compensation Actually Paid” ($) | $329,655 | $839,568 | $811,280 |
| Average Non-PEO NEO “Comp Actually Paid” ($) | $280,043 | $430,871 | $360,844 |
| TSR (value of $100) | $17.50 | $11.69 | $4.56 |
| Net (Loss) Income (thousands) | $28,317 | $26,169 | $17,727 |
Note: 2024 “compensation actually paid” includes incremental fair value from the 2023 option repricing/exchange .
Performance & Track Record
- Clinical progress: Positive topline results from Phase 2 trial in cystic fibrosis (Q4 2024 update) .
- Advancement: Successful initiation of Phase 2b trial with interim data planned (2025) .
- Regulatory: Positive FDA feedback supporting next-generation manufacturing (Nov 2025) .
- Financing and listing compliance: Company reported compliance notices and financing actions in 2024–2025 (context for bonus accrual and liquidity) .
Compensation Committee & Peer Framework
- Committee independence and process: Compensation Committee comprises independent directors and excludes CEO from deliberations on his pay .
- External consultant: Aon Solutions UK Limited engaged in 2024 for market data and long-term incentive guidelines; the committee considered Aon’s recommendations among other factors .
Risk Indicators & Red Flags
- Option repricing/exchange (Oct–Nov 2023) increased fair-value accounting for awards—typically a shareholder-unfriendly action when used broadly .
- Immediate-vesting RSUs (2024) were fully vested and issued at grant date ($0.99/share), which can create near-term selling supply and weaken retention incentives .
- Section 16 timeliness: Company disclosed a late Form 4 for Solomon (filed Apr 18, 2025; due Apr 16, 2025) .
- Hedging/pledging: Prohibited by policy (reduces alignment risk from pledging/derivatives) .
Director Compensation (Solomon)
- As an employee-director, Solomon receives no additional compensation for board service (only non-employee directors receive cash/option retainers) .
Investment Implications
- Alignment: Solomon holds 1.6% beneficial ownership, including significant vested options (256,234 within 60 days of record), and a large 2024 option grant (380,500 unvested at $3.63, expiring 2034); anti-hedging/pledging policies support alignment but immediate-vest RSUs dilute retention signal .
- Incentive design: Annual cash bonuses are tied to clinical and strategic milestones, with 2024 accrual linked to successful financing, indicating focus on value-creating catalysts; however, past option repricing (2023) is a governance overhang .
- Retention/transition risk: Non-statutory severance of 12 months was effectively monetized by a 3-month cash payment in 2025 and reduced to 9 months thereafter; options feature double-trigger CIC acceleration and a standard 4-year vest, balancing retention with change-of-control flexibility .
- Governance: Separation of Chair/CEO roles, fully independent committees, and use of an external consultant are positives; a late Section 16 filing is a minor process issue; TSR values show severe share price pressure across 2022–2024, suggesting equity-heavy pay may be severely out-of-the-money and potentially less retentive unless repriced or supplemented .