Yaron Naos
Protalix BioTherapeuticsAbout Yaron Naos
Yaron Naos, age 61, is Senior Vice President, Operations at Protalix BioTherapeutics (PLX). He joined Protalix in 2004 and has served as SVP Operations since 2018, with more than 20 years at the company and extensive pharmaceutical operations experience; he holds a B.Sc. in Food Engineering and Biotechnology (Technion) and an MBA (Haifa University) . Company performance over 2022–2024: Revenues were $47.6M, $65.5M, and $53.4M respectively ; EBITDA was -$11.9M*, $11.7M*, and $5.2M*; Net Income was -$14.9M, $8.3M, and $2.9M; TSR index values (fixed $100 investment) were 37.74, 129.93, and 105.62 .
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dexxon Pharmaceutical Co. | R&D Product Manager | 10 years | Led technology transfer from R&D to production, commercialization of many products |
| Medibrands Pharmaceutical Company | Plant Manager | Not disclosed | Oversaw production operations |
| Mediline | Logistics Manager | 4 years | Managed operational activities from procurement to distribution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | Proxy biography lists no external directorships or roles for Mr. Naos |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $239,201 | $216,504 | $215,546 |
| All Other Compensation ($) | $89,578 | $84,948 | $85,842 |
| Monthly Base Salary (local currency) | — | — | NIS 65,550 (~$17,718) |
| Benefits | Employer pension/savings contributions ~15% of gross salary; vocational studies; annual recreational allowances; company car/phone; laptop (Israel-based executives) |
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cash Bonus ($) | $81,176 | $212,367 | $95,083 |
| Stock Awards ($) | — | $129,081 | $166,353 |
| Option Awards ($) | $123,310 | $133,469 | $77,135 |
| Incentive/Grant | Metric or Rationale | Weighting | Target | Actual | Payout/Vesting |
|---|---|---|---|---|---|
| Special cash bonus (2023) | FDA and EMA approvals of pegunigalsidase alfa | Not disclosed | Not disclosed | Not disclosed | NIS 393,300 (six monthly salaries) |
| Annual cash bonus (2024) | PRX-115 FIH study progress; transfer of Elfabrio extension studies; management expansion/retention; liquidity for debt repayment/operations; uninterrupted operations (Israel) | Not disclosed | Not disclosed | Not disclosed | NIS 350,000 (~5.3 monthly salaries) |
| Restricted Shares (2023) | Retention/performance recognition; vesting structure | Not disclosed | Not disclosed | Not disclosed | 187,344 restricted shares; vest in 12 equal quarterly tranches over 3 years from grant |
| Stock Options (2024 grant) | Retention/performance; vesting structure | Not disclosed | Not disclosed | Not disclosed | 100,000 options @ $1.10; vest in 12 equal quarterly tranches over 3 years from grant |
Equity Ownership & Alignment
| Category | Shares/Units | Notes |
|---|---|---|
| Total Beneficial Ownership | 648,705 | <1% of 79,517,147 shares outstanding as of Apr 30, 2025 |
| Common Shares (outstanding) | 12,955 | Direct holdings |
| Restricted Shares (not subject to forfeiture within 60 days) | 116,284 | Vested/retained restricted stock |
| Restricted Shares (subject to forfeiture within 60 days) | 78,060 | Unvested restricted stock close to vest threshold |
| Options Exercisable within 60 days | 441,406 | Near-term exercisable options |
| Options Not Vesting within 60 days | 181,250 | Longer-dated unvested options |
| Shares Pledged/Hedged | 0 permitted | Insider policy prohibits pledging and hedging transactions |
Outstanding Equity Awards (as of Dec 31, 2024)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock Options | 5,000 | — | 17.20 | 3/25/2025 |
| Stock Options | 60,000 | — | 5.60 | 9/13/2028 |
| Stock Options | 122,656 | — | 3.59 | 8/11/2030 |
| Stock Options | 191,250 | 148,750 | 1.03 | 9/7/2032 |
| Stock Options | 8,333 | 91,667 | 1.10 | 9/23/2034 |
| Stock Awards not vested (market value) | 109,284 | — | — | $205,454 |
Vesting schedules: 2023 restricted shares vest quarterly over 3 years; 2024 option grant vests quarterly over 3 years . All options and restricted shares accelerate immediately upon a change in control .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start at Company | Joined Protalix in 2004; SVP Operations since 2018 |
| Current Role | Senior Vice President, Operations |
| Base Salary (current) | NIS 65,550/month (~$17,718); cost-of-living adjustments per law |
| Bonus Eligibility | Annual discretionary bonus (Compensation Committee discretion) |
| Severance | “Manager’s Policy” insurance in lieu of severance; intention: one month’s salary per year of employment |
| Change-of-Control Cash | $400,000 payable to each non-CEO NEO (including Mr. Naos), subject to terms |
| Change-of-Control Equity | Accelerated vesting of all outstanding options and restricted shares |
| Notice Period | Either party may terminate on 60 days’ written notice; for cause without notice |
| Perquisites | Company contributions to pension/savings, vocational studies, recreational allowances; company car, phone, laptop |
| Vacation | 29 working days annually |
| Hedging/Pledging | Prohibited under Insider Trading and Blackout Policy |
Company Performance Context (for Pay-for-Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $47,638,000 | $65,494,000 | $53,399,000 |
| EBITDA ($) | -$11,928,000* | $11,651,000* | $5,221,000* |
| Net Income ($) | -$14,927,000 | $8,312,000 | $2,932,000 |
| TSR Index (Fixed $100) | 37.74 | 129.93 | 105.62 |
| *Values retrieved from S&P Global. |
Performance & Track Record Highlights
- 2023: FDA and EMA approvals for pegunigalsidase alfa (Elfabrio) led to special and annual bonuses and substantial equity grants across executives; Naos received six-month salary equivalent cash bonus and a 187,344-share restricted grant vesting over three years .
- 2024: Bonuses and option grants tied to operational goals (PRX-115 FIH study progress, transfer of Elfabrio extension studies to Chiesi, management expansion/retention, liquidity readiness, uninterrupted operations during Israel geopolitical conditions); Naos received NIS 350,000 cash bonus and 100,000 options at $1.10 with three-year quarterly vesting .
- Leadership tenure: With Protalix for >20 years; SVP Operations since 2018 .
Compensation Structure Analysis
- Equity-heavy incentives with quarterly vesting suggest strong retention focus and ongoing alignment; 2023 restricted shares and 2024 options vest in 12 equal quarterly increments over three years .
- Change-of-control economics include $400,000 cash payout to non-CEO NEOs and immediate acceleration of all equity, amplifying realized compensation in a sale scenario .
- Insider policy prohibits pledging and hedging, reducing misalignment risks from leverage or derivatives on company stock .
- Year-over-year mix: 2023 showed elevated cash bonus due to regulatory approvals, with ongoing option/stock awards; 2024 compensation moderated with continued equity grants and lower bonus .
Investment Implications
- Continuous quarterly vesting of 187,344 restricted shares (2023 grant) and 100,000 options (2024 grant) creates a predictable cadence of newly vesting equity, a potential source of insider supply if sales occur post-blackout clearances; 441,406 options were exercisable within 60 days of Apr 30, 2025 .
- Strong retention features (multi-year vesting; severance via Manager’s Policy; 29 vacation days and standard Israeli executive benefits) reduce near-term departure risk; however, immediate acceleration and $400,000 COC cash could increase realized gains in a strategic transaction .
- Alignment supported by prohibition of pledging/hedging and meaningful equity holdings (<1% beneficial ownership with a significant option component), though the absence of formal ownership guidelines is not disclosed .
- Operational achievements tied to 2023–2024 payouts connect compensation to regulatory and pipeline milestones (Elfabrio approvals; PRX-115 advancement), while company financials show improving profitability vs 2022, framing pay-for-performance context .