Zami Aberman

About Zami Aberman

Zami Aberman, 71, is Chairman of the Board at Pluri Inc. (PLUR). He has been a director since November 2005 and Chairman since April 2006, serving as Executive Chairman (Jun 2019–Dec 2021), Co‑CEO (Mar 2017–Jun 2019), CEO (Nov 2005–Mar 2017), and President (Sep 2005–Feb 2014). He holds a B.Sc. in Mechanical Engineering from Ben‑Gurion University and received the Rothschild Prize in 1992 . He transitioned from Executive Chairman to non‑executive Chairman effective January 1, 2022; as Chair he sets Board agendas and priorities . He attended the most recent annual shareholder meeting .

Past Roles

External Roles

Board Governance

• Role and independence
  • Non‑executive Chairman since Jan 1, 2022; responsible for Board agendas and priorities .
  • The proxy identifies independent directors with an asterisk; independent committee members are Doron Birger, Rami Levi, and Maital Shemesh‑Rasmussen; Aberman is not indicated as independent in these disclosures .
• Committee assignments (FY2024 activity)
  • Audit Committee: Doron Birger (Chair), Rami Levi, Maital Shemesh‑Rasmussen; all independent; 5 meetings + 1 written consent .
  • Compensation Committee: Maital Shemesh‑Rasmussen (Chair), Rami Levi; all independent; 2 meetings + 2 written consents .
  • Investment Committee: Doron Birger (Chair and sole member); independent; 4 meetings .
  • Nominating Committee: Rami Levi (Chair), Maital Shemesh‑Rasmussen; all independent; 0 meetings, 1 action by written consent .
  • Aberman is not listed as a member of any Board committee .
• Shareholder engagement and attendance
  • Chair (Aberman) attended the last annual shareholder meeting . Shareholders can communicate via the Audit Chair with forwarding to Board as appropriate .
• Risk oversight and policies
  • Board and committees oversee enterprise risks; Audit handles financial/cyber risk; Compensation oversees comp‑related risk .
  • Anti‑hedging policy prohibits hedging/short sales/derivatives by directors and officers without pre‑clearance .

Fixed Compensation

Consulting Agreement (Chairman)

Director Compensation (Non‑Executive Director Service)

• Non‑executive director compensation policy (amended Jan 23, 2024): annual cash retainer $35,000; Audit Chair +$10,000 (and +10% equity on any annual grant), Audit members +$3,000 (+3% equity); Compensation Chair +$4,000 (+4% equity), members +$2,000 (+2% equity); Investment Chair +$4,000 (+4% equity), members +$2,000 (+2% equity); Board Chair receives +26% equity on any annual director equity grant; additional payments up to $75,000 for extraordinary performance may be awarded .

Performance Compensation

• Director equity awards (FY2024): Share‑based awards valued at $25,137 for Aberman .
• Outstanding director equity (as of June 30, 2024) and vesting policy:
  • Aberman had 128,206 restricted shares/RSUs outstanding; 8,730 unvested .
  • Acceleration: If director not re‑nominated or not re‑elected → 100% acceleration of unvested awards; voluntary resignation → up to 50% acceleration at Board discretion; change of control → 100% acceleration .

Performance metric history (Director award)

Other Directorships & Interlocks

Expertise & Qualifications

• 40 years’ experience in marketing and management across high‑tech industries (optical inspection, network security, video over IP, software, chip design, robotics) .
• Recognized innovator in cell therapy strategy (use of placental decidua and 3D culturing) underpinning Pluri’s product development .
• Rothschild Prize recipient (1992); B.Sc. Mechanical Engineering, Ben‑Gurion University .

Equity Ownership

Beneficial Ownership (as of May 27, 2025)

Director Equity Outstanding (as of June 30, 2024)

Policy note: Directors/officers prohibited from hedging/monetization transactions and short sales without pre‑clearance .

Say‑on‑Pay & Shareholder Feedback

Governance Assessment

• Independence and conflicts
  • Not identified as “independent” under Nasdaq/SEC standards in the proxy; independent status is explicitly attributed to other directors, not to Aberman .
  • Receives a separate consulting fee as Chairman ($116,000/yr), discretionary bonus eligibility (up to $75,000), and car reimbursement—creating a related‑party compensation arrangement that can challenge perceptions of independence, albeit disclosed and under the compensation framework .
• Committee effectiveness
  • Aberman is not on Audit/Compensation/Nominating/Investment committees, which are fully independent and active (Audit: 5 meetings; Compensation: 2; Investment: 4; Nominating: 0 meetings, 1 written consent) . This structure maintains independent oversight of key control areas.
• Pay‑for‑performance signals
  • Historical performance‑contingent award (2020 market cap PSU) failed to vest—suggesting alignment to shareholder value thresholds; recent director equity is largely time‑based, with broad acceleration protections .
• Shareholder support
  • Strong shareholder support in recent elections and say‑on‑pay votes by raw vote counts in 2023 and 2025 .
• Policies and controls
  • Anti‑hedging policy reduces misalignment risk; Compensation Committee administers clawback policy .
• RED FLAGS
  • Chairman role coupled with paid consulting arrangement and discretionary bonus eligibility (potential independence/perception risk) .
  • Broad acceleration of unvested director equity upon non‑re‑nomination or change in control may weaken at‑risk alignment in downside or transition scenarios .

Related‑party transactions: Other than compensation arrangements described, the company disclosed no transactions above the lesser of $120,000 or 1% of average total assets in which directors/officers had a material interest during FY2023–FY2024 .