Alexandre Weinstein

About Alexandre Weinstein

Alexandre Weinstein (age 67) joined Pluri’s Board in February 2025 as an independent director. He is a global investor and entrepreneur with over two decades in pharma, biotech, and high tech; co‑founder and General Partner at WM Partners (since 2016), Olive Tree Ventures (since 2018), and Venterra Capital (since 2018). He previously served as CEO of CFR Pharmaceuticals S.A. from 1990 to 2014. Weinstein holds a Business and Accounting degree from Pontificia Universidad Católica de Chile (certified public auditor/accountant) and completed Harvard Business School’s Owner/President Management program .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Weinstein is “independent” under SEC and Nasdaq rules .
• Tenure: Appointed effective February 5, 2025, pursuant to a Securities Purchase Agreement with an entity wholly owned by Weinstein; the Company agreed to recommend his election so long as the investor holds ≥10% of outstanding shares .
• Committee assignments (FY 2025):
  • Audit Committee: After Sept 10, 2025, members were Eitan Ajchenbaum (Chair), Rami Levi, and Maital Shemesh‑Rasmussen; 7 meetings and 2 written consents. Weinstein is not listed as a member .
  • Compensation Committee: Members Rami Levi and Maital Shemesh‑Rasmussen (Chair); 5 meetings and 1 written consent. Weinstein is not listed as a member .
  • Nominating Committee: Members Rami Levi (Chair) and Maital Shemesh‑Rasmussen; 0 meetings, 1 written consent. Weinstein is not listed as a member .
  • Investment Committee: Transitioned from Doron Birger (sole member) to Maital Shemesh‑Rasmussen (July 2, 2025) and then to Eitan Ajchenbaum (sole member) on Sept 10, 2025; 4 meetings and 1 written consent. Weinstein is not listed as a member .
• Shareholder vote (election): At the June 30, 2025 Annual Meeting, Weinstein received 3,942,043 “For,” 49,033 “Against,” 601 “Abstain,” with 778,972 broker non‑votes .
• Board attendance disclosure: FY 2024 Board held 9 meetings; each director in FY 2024 attended ≥75% of Board/committee meetings during their service . FY 2025 committee meeting counts disclosed above .

Committee Snapshot (FY 2025)

Fixed Compensation

• The Company disclosed no formal plan for compensating directors beyond reimbursements; no committee or meeting fees paid to directors other than the Chairman’s consulting arrangement (not applicable to Weinstein) .
• Chairman consulting (context): Separate agreement pays the Chairman $116,000 per year plus potential bonuses; not applicable to Weinstein .

Performance Compensation

• Outstanding director equity as of June 30, 2025: Weinstein had 10,250 total options/RSUs outstanding, of which 8,969 RSUs were unvested .
• Director equity acceleration provisions: 100% acceleration if not re‑nominated or not re‑elected; up to 50% acceleration upon voluntary resignation (subject to Board approval); 100% acceleration upon change in control .
• No specific performance metrics (TSR, revenue, EBITDA, ESG) disclosed for director equity grants; awards are equity‑based under the 2016 and 2019 plans administered by the Compensation Committee .

Other Directorships & Interlocks

Expertise & Qualifications

• Strategic investment expertise in pharma/biotech and sustainable technology; prior CEO of CFR Pharma .
• Accounting credentials (certified public auditor/accountant in Chile) and OPM program at HBS .

Equity Ownership

• Securities Purchase Agreement (Jan 23, 2025) with Weinstein‑owned entity: 1,383,948 common shares, pre‑funded warrants up to 26,030 shares, common warrants up to 84,599 shares at $4.61 per share+accompanying warrant; later amended (Apr 25, 2025) to exchange 976,139 common shares for additional pre‑funded warrants; shareholder approval obtained June 30, 2025 for warrant exercises; 19.99% beneficial ownership cap until approval .
• Related‑party acquisition (“Kokomodo Transaction”): On Apr 28, 2025, Pluri acquired ~79% of Kokomodo from entities wholly owned/controlled by Weinstein for $4.5 million paid in Pluri common shares (976,139 shares) .

Insider Filings

Governance Assessment

• Strengths:

  • Board‑affirmed independence; strong shareholder support at election; meaningful sector expertise and capital markets experience .
  • Significant equity ownership aligns incentives; shareholder approval of warrant exercises suggests investor acceptance of capital structure moves related to Weinstein investments .

• Risks and RED FLAGS:

  • Related‑party exposure: Pluri’s private placement and Kokomodo acquisition involved entities wholly owned/controlled by Weinstein, creating potential conflicts of interest and ongoing influence via ownership and Board nomination condition (≥10% holding) .
  • Concentrated ownership: Beneficial ownership rose to 26.8% by Sept 16, 2025, increasing influence over governance and strategic decisions .
  • Section 16(a) filings exceptions: Company disclosed a Form 3 and a joint Form 4 filing by Weinstein/Chutzpah in the period as exceptions in the timeliness review (minor but notable) .
  • Committee coverage: Weinstein does not sit on Audit, Compensation, Nominating, or Investment Committees, limiting direct committee oversight influence; however, overall committee stability faced disruption after June 30, 2025 when the Audit Chair was not re‑elected, necessitating a cure to regain Nasdaq compliance (regained by Sept 11, 2025) .

• Shareholder feedback context:

  • Say‑on‑pay (FY 2025): Advisory vote passed (3,919,160 For; 66,894 Against; 5,615 Abstain; 778,972 broker non‑votes) .
  • Warrant exercise approval (linked to Weinstein’s private placement): Passed (3,530,251 For; 47,936 Against; 5,668 Abstain; 778,972 broker non‑votes); Weinstein’s beneficially owned shares excluded from the tally per Nasdaq rules .

Overall, Weinstein brings deep industry and investment expertise and strong ownership alignment. However, investors should closely monitor related‑party transactions, the nomination condition tied to ownership thresholds, and the implications of concentrated ownership on board independence and decision‑making .