Yaky Yanay
About Yaky Yanay
Yaky Yanay (age 53) is Pluri Inc.’s Chief Executive Officer, President, and a director; he has served as CEO since June 2019 (Co-CEO from March 2017) and has been a director since February 2015. He holds a BA in business administration and accounting (with honors) from the College of Management Academic Studies (Israel) and is a CPA in Israel, with prior senior roles at Pluri including CFO and COO and earlier experience at Elbit Vision Systems and EY Israel . Pluri’s pay-versus-performance disclosures show negative but improving TSR from (2,184) to (344) to (62) across FY2022–FY2024 and a declining net loss from ~$41.4m (FY2022) to ~$28.9m (FY2023) to ~$21.3m (FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pluri Inc. | CEO (previously Co-CEO), President | CEO since Jun 2019; President since Feb 2014; Co-CEO Mar 2017–Jun 2019 | Led strategic pivot, financing efforts; long-tenured operating roles . |
| Pluri Inc. | CFO; COO; EVP; Secretary | CFO Nov 2006–Feb 2014 and Feb 2015–Mar 2017; COO Feb 2014–Mar 2017; EVP Mar 2013–Feb 2014; Secretary Nov 2006–Feb 2014 | Built finance and operations backbone; public-company reporting . |
| Elbit Vision Systems Ltd. | CFO; Director | CFO (prior to 2006); Director Jul 2010–Apr 2018 | Public company finance and board stewardship . |
| Ernst & Young Israel | Manager (tech audit groups) | Prior to Elbit Vision | Assurance and accounting expertise in tech sector . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Israel Advanced Technology Industries (IATI) | Co-Chairman; Director | Co-Chair 2015–2018; Director since Aug 2012 | Ecosystem leadership; life sciences industry representation . |
| Ever After Foods Ltd. (Pluri subsidiary) | Chairman | Since 2022 | Strategy for cultivated food solutions platform . |
| Elbit Vision Systems Ltd. | Director | Jul 2010–Apr 2018 | Governance at public industrial tech company . |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Salary ($) | $296,728 | $281,693 |
| Non-Equity Plan Compensation (Bonus) ($) | $128,058 (accrued for target bonuses; paid Mar 2024) | $23,976 (performance-based bonus; paid Oct 2024) |
| Share-based Awards ($, grant-date fair value) | $2,169,642 | $399,000 |
| All Other Compensation ($) | $33,787 | $36,810 |
| Total ($) | $2,628,215 | $741,479 |
| Ongoing Compensation Terms | Details |
|---|---|
| Base Salary | NIS 99,000 per month (approx. $30,000/month); includes car and mobile phone; tax on company car benefit grossed up . |
| Target Bonus | Up to seven times monthly salary, subject to milestones/performance set by the Compensation Committee . |
| Performance-Based Bonus | 1.5% of amounts actually received from non-dilutive funding and strategic deals . |
| Discretionary Bonus | Up to 3 months of monthly salary, at Board discretion . |
| Temporary Salary Cut | 20% monthly reduction (NIS 39,600) for Jan–Feb 2024 approved for financial stability amid Israel conflict . |
| Perquisites | Company car, mobile phone; gross-up on company car tax . |
Performance Compensation
| Metric/Instrument | Weighting/Target | Actual/Payout | Vesting |
|---|---|---|---|
| Target annual bonus | Up to 7× monthly salary (milestone-based) | $84,000 approved Nov 13, 2023 based on 45% goal achievement; paid Mar 2024 | Cash; paid Mar 2024 . |
| Performance-based bonus | 1.5% of non-diluting funding/strategic deals | $23,976 accrued FY2024; paid Oct 2024 | Cash . |
| Discretionary bonus | Up to 3 months’ salary | $31,500 approved Sep 18, 2024; paid Oct 2024 | Cash . |
| Special equity bonus | Board discretion | $131,250 paid in 25,240 common shares in Sep 2024 | Vested shares (issued Sep 2024) . |
Equity Awards – RSUs
| Grant/Approval Date | Type | Shares | Vesting | Status / Notes |
|---|---|---|---|---|
| Jan 23, 2024 | RSUs | 87,500 | 3-year: 50% vests quarterly in Y1; 25% quarterly in Y2; 25% quarterly in Y3 | Ongoing vest through 2026–2027 . |
| Sep 10, 2024 (as of 6/30/24) | RSUs | 3,907 | One equal installment on Sep 10, 2024 | Vested Sep 2024 . |
| 2025 schedule (as of 6/30/24) | RSUs | 76,563 | 32,811 RSUs: 10,937 each on Jul 23, 2024 and every 3 months thereafter (3 tranches); 43,752 RSUs: eight quarterly tranches of 5,469 from Apr 23, 2025 | Ongoing vest through 2026–2027 . |
| Oct 15, 2025 (approved) | RSUs | 39,050 | Fully vested upon grant | Filed on Form 4 Oct 16, 2025; direct holdings updated . |
| Contingent by Dec 31, 2025 (if objectives met) | RSUs | 9,266 | Grant date upon objective satisfaction; terms per approval | Contingent; not yet granted as of 10/16/2025 . |
Equity Awards – Options
| Grant/Approval Date | Options (#) | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|
| Jan 2023 | 41,853 | $8.96 | Series expiring monthly across 2026 (Jan–Dec) | Vested ratably each month . |
| Jan 2023 | 62,500 | $12.48 | Apr 27, 2026 | 50% vest Jun 30, 2023; 50% vest Dec 31, 2023 . |
| Jan 2023 | 62,500 | $16.64 | Apr 27, 2026 | 50% vest Jun 30, 2023; 50% vest Dec 31, 2023 . |
| Jan 2023 | 62,500 | $20.80 | Apr 27, 2026 | 50% vest Jun 30, 2023; 50% vest Dec 31, 2023 . |
| Oct 15, 2025 (approved) | 39,050 | $5.00 | 3-year term (to Oct 15, 2028) | Fully vested upon grant ; reported on Form 4 . |
| Contingent by Dec 31, 2025 (if objectives met) | 9,266 | $5.00 | 3-year term from grant date | Contingent; vesting fully upon grant per approval . |
Near-term supply watch: The fully vested 39,050 RSUs granted Oct 2025 and continued quarterly RSU tranches through 2026–2027 may contribute to periodic selling pressure, subject to trading windows and insider policies .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 490,335 shares; 6.05% of outstanding as of May 27, 2025 . |
| Components | Includes options to acquire 229,353 shares and 5,469 RSUs vesting within 60 days; includes 836 shares held via Yaacov Yanay Management Ltd. (100% owned by Yanay) . |
| Shares Outstanding Basis | 7,871,150 common shares outstanding as of May 27, 2025 . |
| Hedging/Margin Policy | Directors and officers are prohibited from short sales, margin purchases, and hedging/monetization transactions absent pre-clearance under the insider trading policy . |
| Pledging | No pledging of Yanay’s shares is disclosed in the proxy ownership tables/footnotes . |
| Ownership Guidelines | Not disclosed for executives in the cited proxies . |
Employment Terms
| Term | Economics / Provision |
|---|---|
| Employment Agreement Reference Date | Agreement in force from September 12, 2018 (used for severance “adjustment fee” calculation) . |
| Severance (Israeli law) | One month’s compensation per 12 months of service (statutory) . |
| Adjustment Fee | Monthly base salary × six, plus number of years the employment agreement is in force from Sep 12, 2018; capped at nine months total in the aggregate . |
| Equity Acceleration – Termination (not for cause) | 100% acceleration of unvested RSUs/options . |
| Equity Acceleration – Resignation | Up to 50% acceleration of unvested awards, subject to Board approval . |
| Equity Acceleration – Change in Control | 100% acceleration of unvested awards (single trigger) . |
| Clawback | Compensation Committee administers the company’s clawback policy . |
| Non-compete/Non-solicit | Not detailed in the cited sections of DEF 14A/8-K . |
Potential Payments Upon Termination or Change-in-Control (as of June 30, 2024)
| Scenario | Salary/Severance | Accelerated Vesting (RSUs/Options) | Total |
|---|---|---|---|
| Officer resignation | $644,097 | $232,555 (up to 50% RSUs, Board approval) | $876,652 |
| Discharged (not for cause) | $644,097 | $465,111 (100% RSUs) | $1,109,208 |
| Change in control | — | $465,111 (100% RSUs) | $465,111 |
| Notes | Adjustment fee of $326,000 (≈ nine months including benefits) plus severance eligibility $318,000 (with $280,000 accrued in fund; $38,000 gap) are embedded in totals . |
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Compensation Actually Paid to CEO | $(1,766,822) | $(237,997) | $306,677 |
| Value of $100 Investment (TSR) | $(2,184) | $(2,528) | $(2,590) |
| Net Loss | $41,374,000 | $28,887,000 | $21,344,000 |
Narrative context: TSR remained negative but improved on a year-over-year basis (from $(2,184) to $(344) to $(62) per the company’s summary discussion), while net loss decreased ~30% in FY2023 and ~26% in FY2024, driven by wind-down of clinical studies and lower G&A and share-based compensation, partially offset by financial income dynamics .
Board Governance
- Board leadership: Independent Chairman (Zami Aberman) since January 1, 2022; Yanay is CEO and director but not Chair, mitigating CEO-Chair dual-role concerns .
- Committees (FY2024 composition): Audit (Birger—Chair/financial expert, Levi, Shemesh-Rasmussen), Compensation (Shemesh-Rasmussen—Chair; Levi), Nominating (Levi—Chair; Shemesh-Rasmussen), Investment (Birger—Chair/sole member); all committee members are independent under SEC/Nasdaq rules .
- Meetings/attendance: In FY2023 the Board held 10 meetings and each director attended ≥75% of Board/committee meetings; similar committee activity levels disclosed in FY2024 (Audit 5 meetings; Compensation 2; Investment 4; Nominating acted by consent) .
- Director compensation policy (non-executives): $35,000 annual cash retainer plus committee chair/member premia and potential annual equity; Chairman receives additional fee/equity percentage; exceptional performance up to $75,000 per year allowed; 2023–2024 example totals shown in proxy .
Director Service History and Independence Implications (Yanay)
- Yanay has been a director since February 2015; as CEO he is not independent; he does not serve on the independent Board committees (Audit, Compensation, Nominating, Investment), which are comprised solely of independent directors .
- With an independent Chairman and independent committees, governance structures provide checks on management influence; however, as a sitting executive-director with ~6% ownership, he retains significant influence on strategic and financing decisions .
Insider Transactions and Selling Pressure Indicators
- Oct 15–16, 2025: Board approved and reported grants to Yanay of 39,050 fully vested RSUs and 39,050 fully vested options at $5.00 with a three-year term; an additional contingent grant of 9,266 RSUs and 9,266 options may be issued if objectives are achieved by Dec 31, 2025 .
- As of May 27, 2025: Yanay beneficially owned 490,335 shares (6.05%) including 229,353 options and 5,469 RSUs vesting within 60 days; no pledging disclosed; anti-hedging policy in place .
Related Party Transactions
- The company reports no related party transactions above the threshold other than standard compensation arrangements during FY2023–FY2024; Audit Committee monitors under Nasdaq rules .
Compensation Committee Analysis
- Composition/independence: Compensation Committee comprised of independent directors, chaired by Shemesh-Rasmussen; responsible for executive compensation design and administering clawback policy .
- Consultants/peer group: No explicit disclosure of external pay consultants or a peer group for benchmarking in the cited sections .
- Say-on-Pay: Advisory vote proposed for 2025 with Board recommendation “FOR”; frequency recommendation every two years; outcomes not disclosed in the cited materials .
Investment Implications
- Alignment and retention: High equity mix (large 2023–2025 option/RSU grants) and ~6% ownership support alignment, but single-trigger 100% acceleration on change-in-control materially boosts Yanay’s upside in strategic transactions and may encourage deal-making; partial acceleration upon resignation (Board-discretion) adds retention risk if performance stalls .
- Near-term supply: Multiple RSU vesting schedules through 2026–2027 and fully vested RSUs in Oct 2025 create periodic supply overhangs; monitor 10b5-1 plans and blackout windows around results .
- Pay-for-performance: FY2024 total comp fell sharply YoY as share-based awards normalized; cash bonuses were modest and tied to goal achievement (45% in 2023) and defined funding/strategic deal formula (1.5%), indicating a more disciplined cash-pay profile amid ongoing losses .
- Governance: Independent chair and fully independent key committees mitigate CEO/director dual-role concerns; presence of clawback and anti-hedging policy is shareholder-friendly .
- Execution risk: Despite improving losses, TSR remains negative; equity-heavy comp and significant unvested/expiring options (notably 2026 expiries across multiple strikes) could influence timing of corporate actions and capital markets activity .
Citations:
; ; ; SEC links: anti-hedging policy and Form 4 .