Marina Wolfson
About Marina Wolfson
Marina Wolfson is Chief Financial Officer of BiomX Inc. (PHGE), serving as CFO since April 2022 after joining the company in December 2019; she is 41 years old, a certified public accountant in Israel, with a B.A. in Economics & Accounting and an MBA (finance), both with honors, from Ben-Gurion University . PHGE is a clinical-stage company with no product revenues to date; company performance context during her tenure includes continued net losses ($28.3M in 2022, $26.2M in 2023, $17.7M in 2024) and declining shareholder TSR (value of $100 investment: $17.50 in 2022, $11.69 in 2023, $4.56 in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BioView Ltd. (TASE:BIOV) | Vice President of Finance | 2010–2019 | Led finance at a public imaging/medical tech firm; public-company experience |
| Ernst & Young | Senior Auditor | 2007–2010 | Audit experience with large pharma/hi-tech and venture funds |
External Roles
| Area | Current Role | Notes |
|---|---|---|
| Public company boards | None disclosed | Not listed among directors; no external board roles in Item 10 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Salary (USD) | $214,727 | $179,905 |
| All Other Compensation (USD) | $46,578 | $46,793 |
| Base salary (monthly, NIS/approx. USD) | NIS 54,080 / ~$15,022 as of Apr 1, 2023 | NIS 54,080 / ~$14,620 |
| Additional monthly gross (up to 40 hours) (NIS/approx. USD) | NIS 13,520 / ~$3,756 | NIS 13,520 / ~$3,655 |
| Benefits (pension/severance contributions) | 8.33% to severance fund; 5.0% (managers insurance) or 6.5% (pension fund) to provident/pension; disability insurance up to 2.5% to insure 75% of salary; 7.5% to education fund (cap NIS 15,712); auto/transport NIS 2,500/month (~$694) | Same structure; education fund cap NIS 15,712 ($4,248); auto/transport NIS 2,500 (~$676)/month |
| Notice period | 90 days | 90 days |
Performance Compensation
| Type | Metric/Structure | 2023 Actual | 2024 Actual | Notes/Vesting |
|---|---|---|---|---|
| Annual cash bonus | Metrics not disclosed | $76,209 | $0 | No formulaic targets disclosed in proxy |
| Option awards (grant-date fair value) | Service-based options under 2019 Plan | $90,742 | $124,854 | Standard vesting: 25% at 1-year anniversary, then 12 quarterly installments of 6.25%; double-trigger accelerated vesting upon termination without Cause or with Good Reason within 12 months post-Change in Control |
| RSU awards | Fully vested upon grant; value at grant price | — | — | Company notes 2024 RSUs (generally) vest on grant at $0.99/share; none granted to Wolfson in 2023–2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Aug 22, 2025) | 118,327 shares; less than 1% of class; company had 26,554,887 shares outstanding |
| Hedging/pledging | Prohibited: short sales, options/derivatives, margin accounts, pledging, and hedging transactions; blackout windows and pre-clearance required |
| Section 16 compliance | One late Form 4 filing for Marina Wolfson on April 18, 2025 (due April 16, 2025) disclosed by the company |
| Stock ownership guidelines | Not disclosed in filings reviewed; equity alignment primarily via options under 2015/2019 plans |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 03/25/2020 | 948 | — | 2.75 | 03/25/230 |
| 03/30/2021 | 820 | 55 | 2.75 | 03/30/2031 |
| 03/29/2022 | 2,455 | 1,117 | 2.75 | 03/29/2032 |
| 08/22/2022 | 4,219 | 3,281 | 6.60 | 08/22/2032 |
| 03/01/2023 | 4,375 | 5,625 | 4.00 | 03/01/2033 |
| 10/29/2023 | 1,495 | 4,485 | 2.75 | 10/29/2033 |
| 07/11/2024 | — | 95,000 | 3.63 | 07/11/2034 |
Vesting framework: 25% at 1-year anniversary; remaining 75% vests in 12 quarterly installments; double-trigger Change-in-Control acceleration upon qualifying termination within 12 months post-CIC .
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Dated Dec 1, 2019; role: Chief Financial Officer |
| Base salary (monthly) | NIS 54,080 (~$14,620) |
| Additional monthly payment | NIS 13,520 (~$3,655) for up to 40 hours outside normal business times |
| Benefits | Pension/severance contributions (8.33% severance fund; 5.0%/6.5% provident or pension fund); disability insurance up to 2.5% to insure 75% of salary; 7.5% education fund (cap NIS 15,712, $4,248); auto/transport NIS 2,500 ($676)/month |
| Non-statutory severance | 9 months severance upon resignation with Good Reason or termination without Cause, subject to release/compliance; on Mar 24, 2025 Board approved cash bonus equal to 3-months’ salary against this severance; after payment, non-statutory severance reduced to 6 months |
| Notice period | 90 days by either party |
Company Performance Context (for pay alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net (Loss) Income ($ thousands) | $(28,317) | $(26,169) | $(17,727) |
| TSR – value of initial $100 investment | $17.50 | $11.69 | $4.56 |
| Revenue | No product revenue disclosed | No product revenue disclosed | No product revenue disclosed |
Compensation Committee & Governance Notes
- Compensation Committee: Independent directors Dr. Alan Moses (Chair), Jonathan Leff, Dr. Russell Greig; retained Aon Solutions UK Limited for market data and 2024 LTI guidelines .
- Insider trading policy: Comprehensive prohibitions including hedging/pledging; pre-clearance and blackout periods; filed as Exhibit to 10-K .
Compensation Structure Analysis
- Shift in cash vs equity: 2024 saw no bonus for the CFO and higher option grant value vs 2023 ($124,854 vs $90,742), increasing at-risk equity mix amid continued losses, suggesting retention through equity rather than cash .
- Option repricing/exchange: 2023 included repriced/exchanged options increasing “compensation actually paid” under SEC’s pay-versus-performance calculation—repricing is a governance red flag that can blunt performance linkage .
- Severance economics: Non-statutory severance reduced from 9 months to 6 months after a one-time cash payment equal to three months’ salary, lowering potential termination payout exposure .
- CIC treatment: Double-trigger acceleration on options—alignment with shareholder-friendly practice vs single-trigger .
Investment Implications
- Alignment and retention: Wolfson’s alignment is primarily via options under standard time-based vesting and double-trigger CIC protection; hedging/pledging prohibitions reduce misalignment risk, but beneficial ownership is <1%, limiting skin-in-the-game optics .
- Pay-for-performance signal: No CFO bonus in 2024 alongside declining TSR may indicate discipline on cash incentives; however, the 2023 option repricing/exchange is a negative governance signal that can weaken incentive integrity .
- Liquidity and operating risk context: Company maintains going-concern sensitivity and no product revenues, making equity grants more retention-driven than performance-tied; this raises execution risk reliance on future milestones rather than near-term financial metrics .
- Trading watch-items: One late Form 4 in April 2025 indicates a minor compliance lapse; maintain monitoring for insider transaction cadence around blackout windows and catalysts .