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Ilan Danieli

Ilan Danieli

Chief Executive Officer at PrecipioPrecipio
CEO
Executive
Board

About Ilan Danieli

Ilan Danieli, age 53, is Precipio’s Chief Executive Officer and a director, serving since June 2017; he founded Precipio Diagnostics LLC and led it from 2011–2017 . He holds an MBA from UVA Darden and a BA in Economics from Bar‑Ilan University, and previously served as COO of Osiris Therapeutics and VP of Operations at Laurus Capital Management . Company performance under his tenure shows revenue growth from FY2022 to FY2024 and narrowing EBITDA losses (see tables), while cumulative TSR as disclosed in pay‑versus‑performance reporting moved from $26.64 in 2022 to $17.53 in 2024, with net income remaining negative .

Past Roles

OrganizationRoleYearsStrategic impact
Precipio Diagnostics LLCFounder & Chief Executive Officer2011–2017Built the initial team and model that became Precipio; deep market understanding in cancer diagnostics
Osiris Therapeutics, Inc.Chief Operating OfficerNot disclosedOperational, financial, sales/marketing background; multinational operations experience
Laurus Capital Management LLCVP of OperationsNot disclosedHedge fund operations experience; contributed financial discipline

External Roles

OrganizationRoleYearsNotes
None disclosedNo additional public company board roles or external committee positions were disclosed for Danieli

Board Governance

  • Board service: Director since 2017; currently a Class I director nominated for term expiring in 2028 .
  • Committee roles: Not a member of Audit, Compensation, or Nominating & Governance (all committees are 100% independent) .
  • Chair/CEO structure: Independent Chair (Richard Sandberg) separates governance from management, mitigating dual‑role independence concerns .
  • Attendance: 100% director and committee meeting attendance in FY2024 .

Fixed Compensation

Multi‑year compensation for Ilan Danieli:

Metric (USD)FY 2022FY 2023FY 2024
Base Salary$300,000 $300,000 $300,000
Bonus (cash/incentive)$0 $0 $100,000 (3‑year payout contingent)
Option Awards (grant‑date fair value)$481,000 $148,375 $36,240
All Other Compensation$24,103 $25,065 $25,862
Total$805,103 $473,440 $462,102

Notes: FY2024 incentive award payable quarterly over 3 years, subject to cash and Adjusted EBITDA thresholds (see next section) .

Performance Compensation

Annual bonus structure (FY2024)

ElementDescription
Performance metricsPathology sales, product sales, cash flow, and qualitative objectives (organizational stability, shareholder communications)
Payout mechanics$100,000 award; payable quarterly pro‑rata over three years starting end of Q1‑2025
Financial gatesMinimum cash balance of $1.5M and cumulative Adjusted EBITDA thresholds each quarter; unpaid portion forfeited by Q4‑2027 unless termination without cause
ClawbackCompany‑wide clawback policy compliant with Nasdaq/SEC; recoupment for restatements or intentional misconduct
Hedging policyProhibits short sales, derivatives, hedging instruments

Option awards (time‑based)

Grant dateOptions (#)Exercise priceVestingExpiration
6/21/20248,000 $4.98 25% at 1‑year; remainder monthly over 36 months (service‑based) 6/21/2034

Option awards (performance‑based)

Grant dateOptions (#)Exercise priceVesting conditionExpiration
1/14/20258,000 $6.06 (closing price on grant date) Vests only if 10‑day VWAP exceeds $30.30 (5× exercise price); otherwise unvested 1/14/2035

Option repricing (retention adjustment)

  • On 8/31/2024, the Board repriced certain options with exercise prices above $6.56 down to $6.56; for Danieli, 44,971 options were repriced (20,500 not repriced). Original exercise price applies if exercised within one‑year “Retention Period” (unless termination without cause) .
  • Purpose: Retention/motivation of employees and directors; ~177,000 of ~304,000 options repriced Company‑wide .

Equity Ownership & Alignment

Beneficial ownership (multi‑year)

DateShares owned (direct + LLC)Options/warrants exercisable ≤60 daysTotal beneficial ownership% of class
Record Date: 4/21/202357,046 (11,314 via IDP Holdings LLC + 45,732 direct) 459,412 516,458 2.2%
Record Date: 4/19/20242,852 (565 via IDP Holdings LLC + 2,287 direct) 37,243 40,095 2.7%
Record Date: 4/21/20252,852 (565 via IDP Holdings LLC + 2,287 direct) 49,050 51,902 3.3%

Notes: Anti‑hedging policy prohibits hedging/derivatives; no pledging disclosures found in proxies .

Outstanding equity awards (as of 12/31/2024)

Grant dateExercisableUnexercisableExercise priceExpiration
9/26/2017222 $6.56 (repriced) 9/26/2027
2/16/20183,333 $6.56 (repriced) 2/16/2028
3/18/2019833 $6.56 (repriced) 3/18/2029
1/16/20203,000 $6.56 (repriced) 1/16/2030
1/4/20213,284 49 $6.56 (repriced) 1/4/2031
8/3/202115,000 3,000 $6.56 (repriced) 8/3/2031
1/11/202211,860 4,390 $6.56 (repriced) 1/11/2032
1/6/20235,996 6,504 $12.40 1/6/2033
6/21/20248,000 $4.98 6/21/2034

Employment Terms

ProvisionBase case termination (without cause / good reason)Change‑of‑control (sale event) within 12 months + termination
Salary severance9 months of base salary (lump sum) 12 months of base salary (lump sum)
Bonus severanceNot specified (base case) 12 months of bonus payout at 100% of plan
Health benefitsCOBRA employer contribution for 9 months COBRA employer contribution for 12 months
Equity vestingAccelerated vesting of all unvested options/equity awards Accelerated vesting of all unvested options/equity awards
Restrictive covenants12‑month non‑compete and non‑solicit; confidentiality Same
280G clawbackIncluded Included

Effective date of Danieli’s employment agreement: August 7, 2018 .

Performance & Track Record

Financial trajectory (reported fiscal years)

MetricFY 2022FY 2023FY 2024
Revenue (USD)$9.412M $15.197M $18.532M
EBITDA (USD)($11.464M)*($6.312M)*($2.920M)*

Values retrieved from S&P Global.*

Pay‑Versus‑Performance indicators

MetricFY 2022FY 2023FY 2024
Cumulative TSR (value of initial fixed $100 investment)$26.64 $15.70 $17.53
Net Income (thousands)($12,178) ($5,853) ($4,290)

Related Party / Red Flags

  • Related party transactions: None since January 1, 2023, other than compensation arrangements; prior (2018) bridge note transaction involved director David S. Cohen, not Danieli .
  • Legal proceedings: No disqualifying legal proceedings disclosed for directors or executive officers in past ten years .
  • Option repricing: Company conducted broad option repricing to $6.56 in August 2024, including Danieli’s options; retention‑period conditions apply (original exercise price if exercised within one year) .
  • Hedging/derivatives: Prohibited under insider trading policy .

Director Compensation (for completeness on dual roles)

  • Employee‑directors (including Danieli) receive no separate director compensation; independent director fee structure and equity grants are disclosed separately .

Compensation Committee / Governance

  • Compensation Committee: Independent directors (Chair David S. Cohen; member Ron A. Andrews) with authority over executive pay programs, clawbacks, stock ownership guidelines, and consultant retention .
  • Nominating & Governance Committee: Independent oversight of ESG and governance frameworks .

Investment Implications

  • Pay‑for‑performance alignment: FY2024 bonus is subject to cash and Adjusted EBITDA gates and multi‑year payout; adoption of SEC‑compliant clawback strengthens alignment and recourse .
  • Retention dynamics: August 2024 option repricing plus 2025 performance‑vest options (10‑day VWAP hurdle $30.30) create both retention and performance‑driven upside; near‑term exercise during the retention period requires original higher strike, tempering immediate selling pressure .
  • Ownership skin‑in‑the‑game: Danieli beneficially owns 3.3% of outstanding shares (including options exercisable within 60 days), with anti‑hedging policy and no pledging disclosures—positive alignment signals .
  • Change‑of‑control economics: Double‑trigger package includes 12 months salary, 12 months bonus at plan, COBRA, and full vesting—market‑typical but implies meaningful incentive to pursue value‑creating strategic alternatives where appropriate .