Dror Bashan
Protalix BioTherapeuticsAbout Dror Bashan
Dror Bashan is President & CEO and a director of Protalix BioTherapeutics (PLX), appointed effective June 30, 2019. He has 20+ years in pharma, including senior roles at Teva; he holds a BA in Economics & Business Management and an MBA from Tel Aviv University; age 58 (as of 2025) . Company performance under his tenure includes regulatory approvals for Elfabrio (pegunigalsidase alfa) in 2023 and advancement of PRX‑115; TSR in the Pay‑vs‑Performance disclosure was $37.74 (2022), $129.93 (2023), and $105.62 (2024), with net income of $(14.9)m, $8.3m, and $2.9m, respectively . Revenue and EBITDA trends are shown below.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Teva Pharmaceutical Industries | Senior Vice President, Global Business Development; prior senior roles across BD, marketing, sales, finance | 1998–2018 | Led strategic alliances, cross-company projects, asset M&A/divestitures |
External Roles
No other current public company board roles for Mr. Bashan were disclosed in PLX filings .
Fixed Compensation
| Item | Detail |
|---|---|
| Current base salary | NIS 109,250 per month (approx. $29,529), subject to COLA |
| Employment start date | CEO effective June 30, 2019 |
| Notice periods | Company: 180 days; Executive: 90 days; for-cause termination without notice |
| Benefits/perquisites | Israeli “Manager’s Policy” pension/severance construct; company contributions toward vocational studies; annual recreational allowances; company car and phone |
| Director compensation | No additional consideration for board service per employment agreement |
Multi-year summary compensation (CEO):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 359,972 | 356,929 | 374,108 |
| Bonus ($) | — | 892,328 | — |
| Stock awards ($) | 817,576 | 1,061,558 | 918,318 |
| Option awards ($) | 177,564 | 246,560 | 118,803 |
| All other comp ($) | 113,184 | 127,566 | 116,563 |
| Total ($) | 1,468,296 | 2,684,941 | 1,527,792 |
Performance Compensation
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Annual/discretionary bonus framework: Based on financial, clinical, regulatory, operational and strategic objectives; pool and payouts determined at Compensation Committee discretion. For 2023 performance, milestones cited included FDA/EMA approvals of Elfabrio, PRX‑115 FIH progress, liquidity, inspections; bonuses and equity were awarded accordingly .
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Specific 2023 awards:
- Special cash bonuses to CEO: $350,000 for EMA approval (May 2023) and $350,000 for FDA approval (May 2023) .
- 2023 annual cycle: In 2025 proxy, Company states that in lieu of a cash bonus for 2023, the Board granted Mr. Bashan 263,960 restricted shares .
CEO incentive plan structure (recent disclosures):
| Metric/Instrument | Weighting/Design | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Discretionary annual bonus | Discretionary; corporate & individual goals (measurable and strategic) | Not fixed; objectives agreed annually | 2023: special awards for approvals; 2023 annual bonus settled in RS for CEO (263,960 shares) | Cash when granted or equity per decision |
| RS/restricted shares | Retention/performance-linked milestones | N/A | 800,000 RS granted in 2023; 25% vested on grant; remaining 75% vest quarterly over 2 years (8 equal tranches) | As noted |
| Options | Time-vest (typ.) quarterly over 4 years; acceleration on change-in-control/transaction | N/A | Outstanding awards summarized below | 4-year vest; accel on CIC/transaction |
Equity Ownership & Alignment
Beneficial ownership (as of April 30, 2025):
| Holder | Shares (detail) | % of Class |
|---|---|---|
| Dror Bashan | Total 2,957,559 comprised of: 132,516 common; 2,074,418 restricted shares not subject to forfeiture within 60 days; 75,000 restricted shares subject to forfeiture; 675,625 options exercisable within 60 days; excludes 234,375 options not vesting within 60 days | 3.7% |
Outstanding equity awards (12/31/2024):
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | Unvested Shares | Unvested Market Value |
|---|---|---|---|---|---|---|
| Stock awards (RS) | — | — | — | — | 225,000 | $423,000 |
| Options (grant at $4.69) | 160,000 | — | $4.69 | 6/30/2029 | — | — |
| Options (grant at $1.03) | 421,875 | 328,125 | $1.03 | 9/7/2032 | — | — |
Pledging/hedging: Company policy prohibits directors/officers from pledging company securities, short sales, derivatives, and hedging transactions, reducing alignment risk-from-pledging .
Vesting and potential selling pressure:
- As of 12/31/24, 225,000 unvested shares outstanding for CEO; 2023 grant structure implies ongoing quarterly vesting through 2025, representing incremental supply as tranches settle .
Stock ownership guidelines: Not disclosed in proxy; compliance status not disclosed.
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Employment Agreement dated May 20, 2019 (effective June 30, 2019) |
| Bonus structure | Annual bonus based on agreed objectives; ranges tied to % achievement; Board discretion (illustrative range in agreement: 6–10 months’ salary at 75–120% achievement) |
| Change-of-control economics | One-time $1,000,000 bonus upon specified “Triggered COC”; all CEO equity accelerates upon change-in-control or corporate transaction per Plan |
| Severance | Israeli “Manager’s Policy” in lieu of severance (roughly 1 month’s salary per year of service construct) |
| Equity acceleration | Options and restricted stock subject to accelerated vesting upon change of control; value as of 12/31/24 would have been ~$0.8m for CEO |
| Non-compete/non-solicit | Non-compete for duration of service and 1 year after the later of employment or board service; non-solicit covenants apply during service |
| Garden leave | Company may keep executive off premises during notice period while continuing pay/benefits |
| Clawback/gross-ups | No specific clawback or tax gross-up provisions disclosed in the proxy for CEO |
Board Governance
- Board service: Director since June 2019; current Chairman is independent (Dr. Eliot Forster). CEO and Chairman roles are separated; the Board does not mandate separation as policy but maintains it presently .
- Independence/committees: Majority of Board is independent; CEO is not listed on Audit & Finance, Compensation, or Nominating committees .
- Committee composition (2024): Audit & Finance (Ben Zvi chair; Bar Shalev; Schwartz), Compensation (Bar Shalev chair; Ben Zvi; Schwartz), Nominating (Bar Shalev chair; Forster; Schwartz) .
- Meeting cadence/attendance: 2024—Board met 6x; Audit 4x; Compensation 3x; all current directors serving in 2024 attended ≥75% of meetings; non-management directors meet at least twice yearly .
- Director compensation: Non-employee director retainers shown; as employee-director, CEO does not receive director fees .
Director Compensation (for reference – non-employee)
| Director | 2024 Cash Fees ($) | Option Awards ($) | Other | Total ($) |
|---|---|---|---|---|
| Forster | 70,000 | — | — | 70,000 |
| Bar Shalev | 45,000 | — | — | 45,000 |
| Ben Zvi | 33,750 | — | — | 33,750 |
| Boudes | 45,000 | — | 1,350 | 46,350 |
| Melincoff | 45,000 | — | — | 45,000 |
| Schwartz | 45,000 | — | — | 45,000 |
Equity Ownership & Beneficial Interests (detail)
| Component (as of 4/30/2025) | Amount |
|---|---|
| Common shares (CEO) | 132,516 |
| Restricted shares not subject to forfeiture within 60 days | 2,074,418 |
| Restricted shares subject to forfeiture | 75,000 |
| Options exercisable within 60 days | 675,625 |
| Total beneficial ownership | 2,957,559 (3.7% of outstanding) |
Policy on pledging/hedging: Prohibited (includes margin purchases, pledging as collateral, short sales, options/derivatives, hedging) .
Company Performance During Bashan’s Tenure
| Metric (USD) | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|
| Revenues | $54.693m* | $62.898m* | $38.350m* | $47.638m* | $65.494m* | $53.399m* |
| EBITDA | $(9.100)m* | $4.012m* | $(19.344)m* | $(11.928)m* | $11.651m* | $5.221m* |
| Values with asterisks retrieved from S&P Global. |
Pay vs Performance references:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | $37.74 | $129.93 | $105.62 |
| Net Income | $(14,927,000) | $8,312,000 | $2,932,000 |
Key achievements cited for incentives:
- FDA and EMA approvals of Elfabrio (pegunigalsidase alfa) in 2023 .
- Completion of PRX‑115 FIH recruitment/dosing (uncontrolled gout) .
- Facility inspections (MOH/FDA), liquidity actions .
Employment Economics: Severance and Change-of-Control
| Item | CEO Terms |
|---|---|
| Change-of-control cash | $1,000,000 one-time payment; “Triggered COC” defined in agreement |
| Equity acceleration | Immediate acceleration upon change-in-control/corporate transaction under Plan; estimated value as of 12/31/24: ~$0.8m for CEO |
| Notice/severance construct | 180-day Company notice; Manager’s Policy (Israeli severance construct) in lieu of statutory severance |
| Restrictive covenants | Non-compete through 1 year post-service; non-solicit during service |
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting: Say-on-Pay approved. Votes—For: 16,440,449; Against: 7,488,809; Abstain: 384,202; Broker non-votes: 12,683,549 .
- Board states compensation is pay-for-performance; uses peer benchmarking and third-party analyses; discretionary bonuses aligned with clinical, regulatory, and strategic milestones .
Compensation Committee & Peer Benchmarking
- Compensation Committee: Independent directors (Bar Shalev chair; Ben Zvi; Schwartz). No interlocks; no insider participation .
- Benchmarking: Committee targets near-median base salaries vs comparable biotech peers and reviews third-party consultant data; specific peer group not disclosed .
Related Party Transactions
- No related party transactions involving Mr. Bashan were disclosed. A separate related-party item involved consulting services from Catenion (~$1.4m over 2023–2024); the firm’s founder is a 2025 director nominee (Elze) but this does not involve Mr. Bashan .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited—reduces alignment risk .
- Option repricing/modifications: Not disclosed; equity acceleration on change-of-control is standard under Plan .
- Say-on-Pay support: Passed but below typical large-cap norms; raw votes disclosed (context for investor scrutiny) .
- Legal/investigations: No CEO-specific legal proceedings disclosed in the proxy; general investor alerts/press do not attribute to CEO.
Investment Implications
- Pay-for-performance alignment is largely milestone-driven, with heavy use of equity (notably 800k RS grant in 2023 and 263,960 RS in lieu of cash bonus), linking compensation to approvals and pipeline progress; however, 2024 TSR declined vs 2023 and net income fell, while equity awards remained significant—investors may monitor rigor of future milestone setting and discretionary judgments .
- Change-of-control terms ($1m cash plus full equity acceleration) could create sale incentives in strategic review scenarios; ongoing quarterly vesting of large RS tranches implies periodic insider supply as shares vest (selling pressure potential), albeit pledging is prohibited .
- Ownership is meaningful at 3.7% (including RS and options within 60 days), aligning CEO with equity outcomes; no pledging reduces downside governance risk .
- Governance is reasonably standard: independent chair, majority independent board, CEO not on committees; Compensation Committee independent with no interlocks .