Shmuel Ben Zvi
Protalix BioTherapeuticsAbout Shmuel “Muli” Ben Zvi, Ph.D.
Independent director of Protalix BioTherapeutics (PLX), age 65, serving since June 2022 . He holds a B.A., M.A., and Ph.D. in economics from Tel Aviv University, completed post‑doctoral studies in economics at MIT, and participated in Harvard Business School’s AMP and National Security & Political Science programs (National Security College and Haifa University) . Core credentials: seasoned financial executive (former VP Strategy and VP Finance at Teva), audit committee leadership experience, and designated “audit committee financial expert” by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teva Pharmaceutical Industries | VP Strategy; VP Finance | 2004–2014 | Senior finance/strategy leadership across global operations |
| Israel Defense Forces / Israeli Defense Ministry | Financial advisor to Chief of General Staff; Head of Budget Dept. | 2000–2004 | Defense budgeting and financial advisory at national level |
External Roles
| Organization | Sector | Role | Tenure | Notes |
|---|---|---|---|---|
| BATM Advanced Communications (LSE:BVC; TASE:BVC) | Technology | Director | Since Dec 2024 | Current public board |
| Bank Leumi (TASE:LUMI) | Banking | Director; Chairman | Aug 2015–Dec 2024; Chairman Nov 2023–Dec 2024 | Chaired credit, technology, strategy committees |
| Vascular Biogenics (NASDAQ:VBLT) | Biotech | Director | 2018–Oct 2023 | Board service until acquisition by Notable Labs (NASDAQ:NTBL) |
| Sol‑Gel Technologies (NASDAQ:SLGL) | Biotech | Director | Feb 2018–Nov 2023 | Public biotech board experience |
Board Governance
- Independence: Determined independent under NYSE American and SEC rules .
- Committees (PLX):
- Audit & Finance Committee: Chair (members: Ben Zvi, Amos Bar Shalev, Aharon Schwartz) .
- Compensation Committee: Member (chair: Amos Bar Shalev; members: Bar Shalev, Ben Zvi, Schwartz) .
- Nominating Committee: Member (chair: Amos Bar Shalev; members: Bar Shalev, Eliot Forster, Schwartz) .
- Audit Expertise: Ben Zvi designated an “audit committee financial expert” .
- Attendance: All directors attended ≥75% of board/committee meetings in 2024 (Board 6; Audit 4; Compensation 3; Nominating did not meet) and ≥75% in 2023 .
- Executive sessions: Non‑management directors meet at least twice per year separately from management .
Fixed Compensation (Director)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer ($) | $41,250 | $33,750 |
| Option awards grant‑date fair value ($) | $33,455 | — |
| All other compensation ($) | — | — |
| Total ($) | $74,705 | $33,750 |
- Program structure (adopted Sept 2023): Non‑chair directors entitled to $45,000 annual cash (paid quarterly) plus an option grant to purchase 61,676 shares at $1.66, vesting quarterly over 12 increments (3 years). Chairman retainer $70,000; separate option grant 85,715 at $1.75 .
Performance Compensation (Director Equity Awards and Plan Metrics)
| Award/Metrics | 2023 | 2025 |
|---|---|---|
| Director option grant (program) | 61,676 options @ $1.66; vest quarterly over 12 increments (3 years) | — |
| Form 4 award – Options | — | 15,000 options awarded on 2025‑09‑03 @ $1.64; post‑award options owned 15,000 (Direct) |
| Form 4 award – Common Stock | — | 7,500 shares awarded on 2025‑09‑03 (Indirect); post‑award shares owned 7,500 |
Performance metric framework in PLX’s Amended & Restated 2006 Stock Incentive Plan (for performance‑based awards; company‑wide, not director‑specific):
- Metrics include share price, EPS, TSR, operating/gross margin, ROE/ROA/ROI, operating income, net operating income, pre‑tax profit, cash flow, revenue, expenses, EBITDA, economic value added, market share; GAAP‑based with exclusions for changes in standards and extraordinary items .
Other Directorships & Interlocks
- No disclosed related‑party transactions involving Ben Zvi over 2023–2025. Related‑party payments (~$1.4M) to consulting firm Catenion were tied to new nominee Christian Elze (founder), not Ben Zvi .
- Compensation Committee interlocks: None; no insider participation or cross‑board executive overlaps disclosed .
Expertise & Qualifications
- Financial and strategic leadership in large pharma (Teva) and national defense budgeting; advanced economics training and MIT post‑doc .
- Audit committee chair experience; “audit committee financial expert” designation .
- Broad public board exposure across banking, technology, and biotech sectors .
Equity Ownership
| Metric | As of Apr 29, 2024 | As of Apr 30, 2025 |
|---|---|---|
| Beneficial ownership (shares/options) | 32,154 options exercisable within 60 days; no direct common shares; <1% of class | 70,352 options exercisable within 60 days; <1% of class |
| Unvested options (excluded from “60‑day”) | 79,522 options not vesting within 60 days | 41,324 options not vesting within 60 days |
| Hedging/pledging | Company policy prohibits pledging, short sales, derivatives/hedging by directors |
Recent insider transactions (Form 4):
| Date | Type | Security | Qty | Price | Ownership Type | Post‑Transaction Owned |
|---|---|---|---|---|---|---|
| 2025‑09‑03 | Award | Stock Options | 15,000 | $1.64 | Direct | 15,000 options |
| 2025‑09‑03 | Award | Common Stock | 7,500 | $0.00 | Indirect | 7,500 shares |
Governance Assessment
- Strengths: Independent status, audit chair leadership, “financial expert” designation, consistent ≥75% attendance, and strong insider trading policy restricting pledging/hedging—all supportive of investor alignment .
- Compensation alignment: Cash retainer with multi‑year vesting option grants encourages longer‑term orientation; observed 2025 equity awards via Form 4 increase skin‑in‑the‑game .
- Potential watch‑items: Significant external board commitments (Bank Leumi chairmanship through Dec‑2024; BATM director since Dec‑2024) could raise time‑commitment questions, though no PLX‑specific attendance shortfall or conflicts disclosed . No related‑party transactions involving Ben Zvi disclosed in 2023–2025 .
Net takeaway: Ben Zvi’s audit chair role, independence, and financial expertise are positives for board effectiveness; compensation structure and recent awards support ownership alignment, with no disclosed conflicts or red flags in related‑party dealings.