Rami Levi
About Rami Levi
Rami Levi, 63, has served as an independent director of Pluri Inc. since June 2021. He is Founder and President of Catalyst Group International, LLC (since 2009), and previously served as Senior Deputy General and Head of Marketing Administration at Israel’s Ministry of Tourism (2004–2006). He holds an MA with Honors in Political Science from The Hebrew University of Jerusalem .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Israel’s Ministry of Tourism | Senior Deputy General & Head of Marketing Administration | 2004–2006 | Senior government leadership in marketing administration |
| Pluri Inc. (Board) | Independent Director | Since Jun 2021 | Governance oversight across Audit, Compensation, and Nominating committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catalyst Group International, LLC | Founder & President | Since 2009 | Strategic planning consultancy serving private and public sector clients |
Board Governance
- Independence: The Board designated Mr. Levi as “independent” under SEC and Nasdaq rules .
- Committee assignments: Audit Committee member; Compensation Committee member; Chairman of the Nominating Committee .
- Attendance: In FY 2024, the Board held nine meetings; each director attended or participated in at least 75% of Board and applicable committee meetings .
- Committee activity in FY 2024: Audit Committee held five meetings (plus one written consent); Compensation Committee held two meetings (plus two written consents); Nominating Committee held no meetings (one written consent) .
- Anti-hedging policy: Directors and officers are prohibited from short sales, margin purchases, hedging/monetization transactions and options/derivatives trading without prior written pre-clearance .
| Committee | Role (Levi) | Independent | FY 2024 Meetings | Actions by Written Consent |
|---|---|---|---|---|
| Audit | Member | Yes | 5 | 1 |
| Compensation | Member | Yes | 2 | 2 |
| Nominating | Chairman | Yes | 0 | 1 |
Fixed Compensation
- Structure in effect (approved Sept 10, 2020): Annual director fee $35,000; committee premiums—Audit Chair $10,000 (+10% equity top-up), Audit member $3,000 (+3% equity), Compensation Chair $4,000 (+4% equity), Compensation member $2,000 (+2% equity), Nominating Chair $4,000 (+4% equity), Nominating member $2,000 (+2% equity) .
- Actual director cash fees (recent years): FY 2024 $38,950; FY 2023 $40,750; FY 2021 $17,500 (transition period to the new program) .
| Fiscal Year | Annual Retainer / Cash Fees ($) |
|---|---|
| FY 2021 | $17,500 |
| FY 2023 | $40,750 |
| FY 2024 | $38,950 |
Performance Compensation
- Equity awards to directors are granted under the 2016 and 2019 equity plans, with RSUs and options subject to standard vesting and committee-established performance goals as applicable .
- Director equity award value (recent years): FY 2024 $21,147; FY 2021 $144,400 .
- Vesting/acceleration terms for directors: If not re-nominated or not re-elected, 100% of unvested awards accelerate; voluntary resignation may accelerate up to 50% (subject to Board approval); change-in-control accelerates 100% .
| Fiscal Year | Share-based Awards ($) | Plan/Notes |
|---|---|---|
| FY 2021 | $144,400 | RSUs under equity plans; program restructure in 2020 |
| FY 2024 | $21,147 | RSUs under 2016/2019 plans |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | No other public company directorships disclosed for Mr. Levi in the proxy . |
Expertise & Qualifications
- Strategic planning and business development experience across private and public sectors; prior senior government role in tourism administration .
- Academic credentials: MA with Honors in Political Science, The Hebrew University of Jerusalem .
- Nominating Committee leadership: Oversees board composition, qualifications, and succession planning for director roles; operates under a written charter .
Equity Ownership
- Beneficial ownership: 6,800 common shares; less than 1% of shares outstanding; includes 290 RSUs vesting within 60 days .
- Outstanding director grants (as of June 30, 2024): Total restricted shares and RSUs granted/outstanding 7,141; total unvested restricted shares and RSUs 4,529 .
| Ownership Metric | Amount |
|---|---|
| Beneficial shares | 6,800; includes 290 RSUs vesting within 60 days |
| Ownership % | <1% |
| Total director RSUs/restricted shares outstanding (6/30/2024) | 7,141 |
| Unvested RSUs/restricted shares (6/30/2024) | 4,529 |
Governance Assessment
- Shareholder support: Re-elected at the June 30, 2025 annual meeting with 3,977,009 votes “For,” 13,754 “Against,” and 901 “Abstain,” indicating strong investor backing for his board service .
- Board effectiveness: Multiple committee roles (Audit, Compensation) and chairmanship of Nominating indicate central involvement in oversight and board composition; the Board affirms his independence under SEC/Nasdaq rules .
- Attendance and engagement: The Board reported at least 75% attendance for all directors in FY 2024; Audit and Compensation committees were active, while the Nominating Committee acted via written consent and held no formal meetings, which may merit monitoring for succession and refreshment processes .
- Pay alignment and incentives: Director cash fees are modest, with equity as a continuing component; accelerated vesting on non-re-election and change-in-control is standard but can reduce at-risk exposure—investors should monitor grant sizing and vesting practices over time .
- Policy safeguards: Anti-hedging policy prohibits directors from hedging or derivative strategies, supporting alignment; Compensation Committee administers a clawback policy framework at the company level .
- Conflicts/related parties: The company reported no related-person transactions above the disclosure threshold in FY 2023–2024; no disclosed conflicts tied to Mr. Levi’s external activities .
- Board risk update: Following the 2025 meeting, the Board lost an Audit Committee member (Birger), temporarily falling below Nasdaq’s 3-member requirement; the company disclosed intent to appoint an additional independent director within the cure period, underscoring active remediation of audit oversight capacity .