Maital Shemesh-Rasmussen
About Maital Shemesh-Rasmussen
Maital Shemesh-Rasmussen, age 55, has served as an independent director of Pluri Inc. since January 2021; she holds a BA in Behavioral Sciences from Ben-Gurion University and brings extensive marketing and business development experience across health-tech, diagnostics, and investment banking, including senior roles at Octave Bioscience, Roche Diagnostics Information Solutions, Oracle Health Sciences, and JPMorgan Chase Bank . The Board has determined she is “independent” under SEC and Nasdaq rules, and she is currently a board member at DeepLook Medical Ltd. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Octave Bioscience, Inc. | Chief Commercial Officer | 2021–2024 | Led commercial strategy in precision medicine/digital health |
| Roche Diagnostics Information Solutions | Global Head of Marketing | 2018–2020 | Led global marketing for precision medicine and digital health solutions |
| Oracle Health Sciences (Global Business Unit) | Product Marketing leadership | 2013–2016 | Product marketing leadership in health sciences |
| Oracle Digital Health Innovation Unit | Marketing & Business Development | 2013–2016 | DHIU marketing/business development initiatives |
| Rasmussen Communication, Inc. | Founder & President | Earlier career (dates not specified) | Built healthcare marketing consultancy |
| JPMorgan Chase Bank | Vice President | 2002–2007 | Investment banking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DeepLook Medical Ltd. | Board Member | Current (as disclosed) | External board seat; potential network interlock to monitor |
Board Governance
- Committees and roles: Audit Committee member; Compensation Committee Chair; Nominating Committee member (Nominating chaired by Rami Levi) .
- Attendance and engagement: In FY 2024, the Board held 9 meetings (plus 3 written consents); each director attended at least 75% of Board and committee meetings; Audit Committee held 5 meetings; Compensation Committee held 2 meetings; Nominating Committee held no meetings and acted once by written consent .
- Independence and policies: Independent director; subject to anti-hedging insider trading policy prohibiting short sales, margin purchases, and hedging/derivatives without pre-clearance .
- Governance event: On June 30, 2025, Director Doron Birger (Audit Chair) was not re-elected, leaving the Audit Committee temporarily with fewer than 3 independent members; Nasdaq provided a cure period to regain compliance, and the Company intends to appoint another independent director (governance risk watchpoint) .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $41,800 | Director fees exclude VAT |
| Policy baseline (effective Jan 23, 2024) | $35,000 | Annual retainer for non-executive directors |
| Audit Committee member fee | $3,000 | Additional annual fee per Audit Committee member |
| Compensation Committee Chair fee | $4,000 | Additional annual fee for Committee Chair |
| Temporary fee reduction | 20% reduction (Dec 2023–Feb 2024) | Applied during Israel conflict period |
Note: Actual cash fees of $41,800 align with baseline retainer and committee roles (Audit member, Compensation Chair) under the revised compensation policy effective January 23, 2024 .
Performance Compensation
| Metric | FY 2024 Amount | Grant Date | Vesting/Performance Conditions |
|---|---|---|---|
| Share-based Awards (RSUs) Fair Value | $21,746 | Not disclosed in proxy | No director-specific performance metrics disclosed; Company plans allow time-based vesting defaults and optional performance objectives; director awards typically time-based |
- Equity plan framework: RSUs granted under the Amended and Restated 2016 Equity Compensation Plan (adopted March 13, 2025), which permits RSUs with time-based schedules and optional performance goals; default schedule for Options is 25% at 6 months and monthly thereafter to 24 months; RSUs settle per plan/award agreements .
- Director equity activity: Since June 30, 2024 through May 27, 2025, total RSUs granted under the 2016 Plan included 58,631 to directors (company-level disclosure, not broken out by director) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| DeepLook Medical Ltd. | Not disclosed as public | Board Member | Not disclosed |
- Potential interlocks/conflicts: No related-party transactions involving directors were disclosed for FY 2024–2023; monitor evolving relationships given board composition includes a significant shareholder-director (Alexandre Weinstein) .
Expertise & Qualifications
- Education: BA in Behavioral Sciences, Ben-Gurion University .
- Domain expertise: Global marketing leadership in precision medicine/digital health (Roche DIS, Octave), product marketing in health sciences (Oracle), investment banking tenure at JPMorgan, and entrepreneurship in healthcare communications .
- Board qualification emphasis: Marketing, science/business development; independence under SEC/Nasdaq rules .
Equity Ownership
| As-of Date | Beneficial Shares | % of Shares Outstanding | RSUs vesting within 60 days | Notes |
|---|---|---|---|---|
| May 27, 2025 | 6,886 | <1% | 299 | Company-wide 7,871,150 shares outstanding; individual beneficial table shows <1% for director |
| June 30, 2024 (outstanding grants) | 7,272 total RSUs | — | 4,643 unvested RSUs | Company disclosure of director outstanding RSUs by individual |
- Hedging/pledging: Anti-hedging policy in place; no pledging disclosures noted for directors .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Ratify auditor (FY 2025) | 5,164,886 | 16,289 | 8,735 | N/A |
| Approve 2016 Equity Compensation Plan | 3,914,964 | 69,257 | 7,443 | 778,972 |
| Advisory vote on executive compensation | 3,919,160 | 66,894 | 5,615 | 778,972 |
| Frequency of say-on-pay | 1 Year: 1,275,471 | 2 Years: 2,403,566 | 3 Years: 8,025 | 304,630; Broker Non-Votes: 778,972 |
- Board determination: Future advisory votes on executive compensation will occur every two years (next at 2027 annual meeting) .
Governance Assessment
-
Strengths:
- Independent director with relevant health-tech commercial and marketing expertise; chairs Compensation Committee and serves on Audit and Nominating, supporting pay governance and risk oversight .
- Attendance thresholds met at Board and committee level in FY 2024; Audit and Compensation committees operated under written charters; anti-hedging policy enhances alignment .
- Transparent director compensation policy (retainer and committee chair/member fees) and disclosure of RSU grants under shareholder-approved plans .
-
Watchpoints / RED FLAGS:
- Audit Committee compliance gap following the non-re-election of Audit Chair Doron Birger; Nasdaq cure period granted—Board intends to appoint an additional independent director. Until then, audit oversight is constrained (Audit Committee <3 independent members) .
- Board includes a significant shareholder-director (Alexandre Weinstein, 17.60% beneficial ownership). While no related-party transactions were disclosed for FY 2024–2023, concentrated influence warrants ongoing monitoring of independence and committee decision-making (including Compensation) .
- Nominating Committee held no meetings in FY 2024; while acted by written consent once, limited formal activity may constrain proactive board refresh processes .
-
Compensation alignment:
- Director pay mix includes both cash and equity; FY 2024 cash fees ($41,800) and RSU fair value ($21,746) indicate meaningful equity participation, with plan provisions allowing performance goals though director grants are typically time-based .
-
Related-party transactions: None disclosed in FY 2024–2023 involving directors or immediate family members; Audit Committee reviews related-person transactions per Nasdaq requirements .
Committee Assignment Detail
| Committee | Role | FY 2024 Meetings | Notes |
|---|---|---|---|
| Compensation Committee | Chair | 2 meetings; 2 written consents | Oversees executive compensation, equity plans, clawback policy |
| Audit Committee | Member | 5 meetings; 1 written consent | Oversees external audit, internal controls, cybersecurity risk oversight |
| Nominating Committee | Member | 0 meetings; 1 written consent | Oversees board composition, succession planning; independent members |
Director Compensation (Actuals)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $44,000 | $41,800 |
| Share-based Awards ($) | Not separately disclosed for director in FY 2023 | $21,746 |
| Total ($) | $44,000 | $63,546 |
Beneficial Ownership Snapshot
| Holder | Beneficial Shares | Percent Owned |
|---|---|---|
| Maital Shemesh-Rasmussen | 6,886 (includes 299 RSUs vesting within 60 days) | <1% |
| Company Shares Outstanding (reference) | 7,871,150 | — |
Voting Outcomes (2025 Director Election)
| Director | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Maital Shemesh-Rasmussen | 3,974,994 | 15,840 | 831 | 778,972 |
Result: Re-elected; Audit Chair Doron Birger lost re-election (risk noted above) .
Related-Party & Conflicts Review
- FY 2024–2023: No related-party transactions above disclosure thresholds involving directors or officers; Audit Committee monitors such transactions .
- Anti-hedging/derivatives restrictions for directors/officers under insider trading policy; strengthens alignment and reduces risk of hedging behavior .
- No pledging disclosures for directors in beneficial ownership section; maintain monitoring .
Summary Implications for Investors
- Board effectiveness: Shemesh-Rasmussen’s leadership on Compensation and service on Audit/Nominating provide governance breadth; re-election solidifies continuity amid Audit Committee transition .
- Signals: Director equity participation and revised compensation policy suggest alignment; however, near-term focus should be on Audit Committee compliance remediation and the oversight environment with a major shareholder-director present .