Gilad Mamlok
Protalix BioTherapeuticsAbout Gilad Mamlok
Gilad Mamlok, age 57, was appointed Senior Vice President and Chief Financial Officer of Protalix BioTherapeutics (PLX), effective August 24, 2025, with his Employment Agreement dated June 13, 2025 and a Commencement Date of July 13, 2025 . He brings three decades in healthcare/technology across capital markets, M&A, BD, and IR; most recently CFO of TytoCare (Jul 2024–Jul 2025) and CFO of Sol‑Gel Technologies (Feb 2017–Jul 2024), with IPO execution and licensing transactions; earlier roles include Given Imaging (acquired by Covidien in 2014). He holds a BA in Economics (magna cum laude) and a Master’s degree in Business/Managerial Economics from Tel Aviv University . Company performance context: PLX reported net income of $2.9m in 2024 (vs. $8.3m in 2023 and $(14.9)m in 2022) and cumulative TSR values of 105.62 (2024), 129.93 (2023), and 37.74 (2022), per the 2025 proxy’s pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TytoCare Ltd. | Chief Financial Officer | Jul 2024 – Jul 2025 | CFO of remote healthcare company |
| Sol‑Gel Technologies Ltd. | Chief Financial Officer | Feb 2017 – Jul 2024 | Led IPO and capital markets transactions; in-licensing and out-licensing |
| Given Imaging | Not disclosed (served in medical device companies incl. Given Imaging) | Through 2014 acquisition | Experience during period leading to acquisition by Covidien plc (2014) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in reviewed filings | — | — | No external board roles disclosed in the appointment 8‑K press release/Item 5.02 |
Fixed Compensation
| Component | Terms | Amount |
|---|---|---|
| Base Salary | Gross monthly salary | NIS 81,000; approximately $24,066 |
| Annual Bonus | Discretionary; based on agreed objectives including measurable and strategic parameters | Range at achievement: 80% → 4 monthly salaries; 100% → 5; 120% → 6 (max); 2025 pro‑rated |
| Change‑of‑Control (COC) One‑Time Bonus | If employment terminated during 12 months preceding a “Triggered COC” (other than for cause) | 12 months’ cost of then applicable salary |
| Pension/Severance (Manager’s Policy / Pension Fund) | Contributions in lieu of severance under Section 14 framework | Employer severance 8.33% of Salary; employee benefits 6% of Salary; employer benefits 6.5% of Salary |
| Keren Hishtalmut (Vocational Studies Fund) | Employer/employee contributions | Employer 7.5% of Salary; employee 2.5% of Salary |
| Vacation | Annual paid vacation | 24 working days; must take 7 consecutive calendar days annually |
| Company Car | Lease cap and coverage | Monthly lease fee cap NIS 7,000 (CPI‑adjusted); company covers fixed/ongoing expenses; toll subscriptions provided |
| Mobile Phone | Reimbursement cycle and coverage | NIS 3,500 (post‑tax) every three years; company covers international call costs |
| D&O Insurance/Indemnification | Parity with other officers/directors | Entitled to same indemnification; covered under D&O insurance |
Performance Compensation
| Incentive Type | Grant Date / Reference | Shares/Units | Strike/Terms | Vesting | Change‑of‑Control Treatment | Expiration |
|---|---|---|---|---|---|---|
| Stock Options | Effective date of employment (Commencement Date: Jul 13, 2025) | 597,990 options; sized at 0.75% of outstanding shares | $1.45 exercise price (closing price preceding grant); 10‑year term | 12 equal quarterly increments over 3 years, commencing on Commencement Date | Automatic full acceleration upon Corporate Transaction or Change in Control per Plan | 10 years from grant |
| Annual Bonus Metrics | Weighting | Target | Actual/Payout | Timing |
|---|---|---|---|---|
| “Objectives” include measurable and strategic parameters agreed annually | Ratios set by Board | 80% achievement → 4 months’ Salary; 100% → 5; 120% → 6 (max) | Discretionary; 2025 pro‑rated for partial year | Determined after year‑end; paid post annual report publication |
Notes: The Insider Trading Policy prohibits hedging, margin, pledging, short sales, and derivatives for directors, officers, and employees, which reduces incentive to engage in speculative transactions around vesting events .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Equity Grant | 597,990 options at $1.45; 10‑year term; vests quarterly over 3 years; 0.75% of outstanding shares at grant |
| Change‑of‑Control Equity | Option vesting accelerates in full upon Corporate Transaction or Change in Control under the Plan |
| Beneficial Ownership Reporting | Not listed among beneficial ownership tables in 2025 proxy as of the April 30, 2025 record date (pre‑appointment) |
| Hedging/Pledging | Prohibited for directors, officers, employees; blackout periods and pre‑clearance required |
| Stock Ownership Guidelines | Not disclosed in reviewed filings |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Position/Reporting | SVP & CFO of Protalix Ltd. and Parent; reports to CEO | |
| Commencement / Effective | Commencement Date Jul 13, 2025; CFO effective Aug 24, 2025 | |
| Notice Periods | Company: 180 days; Employee: 90 days; immediate termination for cause | |
| Non‑Compete & Non‑Solicit | 1‑year non‑compete and non‑solicitation post‑employment | |
| Confidentiality/IP | Broad confidentiality; inventions assigned to company | |
| Severance Framework | Manager’s Policy/Pension Fund in lieu of severance (Section 14 arrangement) | |
| Governing Law/Dispute Resolution | Israel; single‑arbitrator process; decision final/binding |
Performance & Track Record (Company Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD) | $(14,927,000) | $8,312,000 | $2,932,000 |
| Cumulative TSR (value of $100 investment) | 37.74 | 129.93 | 105.62 |
Additional governance context:
- Advisory “Say‑on‑Pay” vote included in 2025 proxy; Board recommends FOR .
- Compensation Committee independence and administration of the equity plan are detailed in the 2025 proxy .
Compensation Structure Analysis
- Strong at‑risk equity via a sizable option grant (0.75% of shares outstanding) with three‑year quarterly vesting aligns upside to long‑term value creation; strike set at market price ($1.45) reduces windfall risk .
- Annual bonus uses pre‑agreed measurable/strategic objectives with capped payout at 6 months’ Salary, adding line-of-sight on execution without excessive leverage; 2025 is pro‑rated for partial year .
- Single‑trigger full acceleration of options upon Corporate Transaction/Change in Control plus a one‑time COC bonus (12 months’ Salary) if terminated in the 12 months preceding a “Triggered COC” is generous and may dilute post‑deal retention incentives if not paired with robust post‑CIC service requirements .
- Perquisite levels (car, phone, vacation) and Israeli pension/Keren Hishtalmut contributions follow local executive market practice; clawback terms are not disclosed in the employment agreement; insider policy bars hedging/pledging, supporting alignment .
Risk Indicators & Red Flags
- Automatic full equity vesting on Corporate Transaction/Change in Control (single trigger) can be viewed as a shareholder‑unfriendly acceleration feature absent performance hurdles .
- “Triggered COC” bonus eligibility tied to termination in the 12 months preceding a qualifying change in control is an atypical construct that could create timing complexities around transitions .
- Clawback provisions (misconduct/financial restatement triggers) are not disclosed in the Employment Agreement; insider policy addresses trading conduct but not explicit compensation clawbacks .
Investment Implications
- Alignment: Material option grant with market‑price strike and quarterly vesting aligns upside with sustained performance; prohibitions on hedging/pledging limit misaligned trading behavior .
- Retention: Notice periods (180/90 days), Israeli pension/Keren Hishtalmut, and standard perquisites bolster stability; however, full equity acceleration on CIC reduces retention post‑deal unless offset by new awards .
- Trading Signals: Quarterly vesting cadence may coincide with potential Form 4 activity once grants vest; blackout/pre‑clearance rules constrain opportunistic sales . Monitoring upcoming vesting dates and any Rule 10b5‑1 plans will be key after his effective date .
- Execution Risk: Bonus metrics include measurable/strategic objectives set annually; the capped payout structure implies focus on operational milestones (pipeline, partnerships, liquidity), consistent with PLX’s recent TSR and net income trajectory .