Avner Lushi

About Avner Lushi

Avner Lushi, 58, is an independent director of Silexion (SLXN) appointed effective upon the consummation of the Business Combination in August 2024. He co-founded Guangzhou Sino‑Israel Bio‑industry Investment Fund (GIBF) and serves as Managing Partner & CEO of its GP (since 2016); previously Partner & Managing Director at Israel Healthcare Ventures (IHCV, 2004–2015), and Co‑Founder & CEO of Life Sciences Transaction Support (a PwC subsidiary); earlier roles in the Israeli Prime Minister’s Chamber and the Israeli Supreme Court (1997–2001). He holds an LLM (Hebrew University of Jerusalem), LLB (Haifa University), and BA in Economics (Haifa University) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Lushi meets Nasdaq “independent director” standards; for audit and compensation committee independence under SEC rules, only Abramov, Peled, and Alon are designated (Lushi is not on those committees) .
• Committees:
  • Audit Committee: Abramov (Chair), Alon, Peled .
  • Compensation Committee: Alon (Chair), Abramov, Peled .
  • Corporate Governance & Nominating Committee: Abramov, Levin, Peled, Alon .
  • Lushi is not listed on any committee in the latest proxy .
• Attendance and engagement (FY2024, from Aug 15, 2024): Board held 7 meetings and 3 written consents; Audit 1 meeting + 2 consents; Compensation 1 meeting; Nominating/Gov no meetings; no director attended fewer than 75% of aggregate meetings of the Board/committees on which they served .
• 2025 Director elections (investor support): Lushi received 743,411 votes “For” (96.8% of votes cast excluding abstentions), 24,703 “Against,” with 286,785 abstentions at the reconvened AGM on July 14, 2025; quorum reached under articles after adjournment rules .

Fixed Compensation

Additional details:

• In 2024, aside from a consulting fee to Ilan Levin, the company paid no cash fees to non‑employee directors; each non‑employee director received 22,070 RSUs (adjusted for 1‑for‑9 reverse split) that became fully vested at Closing of the Business Combination .
• The company’s Q2 2024 filing notes that on July 4, 2024, the board approved granting 178,686 RSUs to employees, service providers, and directors, vesting 100% upon grant; on July 14, 2024, shareholders approved granting new RSUs to directors and certain related parties (context for 2024 director RSUs) .

Performance Compensation

• No performance‑linked metrics were disclosed for director equity; 2024 director RSUs vested immediately at Closing (service-based, not performance‑based) .
• In February 2025, the company allocated 129,750 ordinary shares from the 2024 Plan Equity Pool for non‑employee director option/RSU grants; these options/RSUs were not scheduled to vest within 60 days of July 15, 2025 (per ownership footnote) .

Other Directorships & Interlocks

Expertise & Qualifications

• Over 20 years in life sciences VC and investment banking; deep network across Israeli and China life sciences ecosystems via GIBF .
• Legal and economics education (LLM; LLB; BA Economics) supporting governance, capital markets, and transactions oversight .
• Board experience at multiple public companies (e.g., Brainsway, Ginegar) .

Equity Ownership

Notes:

• The 2024 ownership table reflects pre‑subsequent offerings and pre‑reverse share split levels; the 2025 table implements the 1‑for‑15 reverse split and updated outstanding share count .
• Footnote detail for 2025: 13,599 shares issued to GIBF at Closing in exchange for its 49% interest in Silenseed (China) and 1,121 shares underlying fully‑vested RSUs to GIBF for director services by Lushi and Noy .

Related‑Party Transactions (Conflict Review)

• GIBF conversion at Closing: In lieu of transferring its 49% interest in Silenseed (China) to Silexion Israel, GIBF transferred directly to Silexion and received 203,971 SLXN shares; additionally, 16,817 SLXN shares issued upon settlement of RSUs subject to accelerated vesting at Closing for services related to transferring funds from the Chinese subsidiary. Lushi (and Noy) share voting and investment power over GIBF’s holdings .
• Director services RSUs: The 2025 ownership footnote clarifies 1,121 shares underlying fully-vested RSUs were granted to GIBF in respect of director services provided by Lushi and Noy on behalf of GIBF .

Implication: Lushi’s dual role with GIBF (a significant shareholder and counterparty to a material asset transfer) represents a structural related‑party nexus; the Board’s committee assignments appear to mitigate conflicts by not placing Lushi on audit/comp committees. Related‑person transactions oversight is within the Audit Committee’s charter .

Say‑on‑Pay & Shareholder Votes (Signals)

Note: No separate “say‑on‑pay” proposal disclosed for 2025 AGM; primary items were director elections, auditor, reverse split, and equity pool increase .

Governance Assessment

• Strengths:
  • Independence affirmed; significant investor support for Lushi’s election (96.8% of votes cast) supports board legitimacy .
  • No cash director fees in 2024; equity‑heavy structure aligns with shareholders (though 2024 RSUs vested immediately at Closing) .
  • Anti‑hedging/pledging policy reduces misalignment risk .
  • Attendance: no director below 75% threshold in 2024 .
• Watch items / potential red flags:
  • Related‑party exposure via GIBF (large shareholder; counterparty to asset conversion; RSUs for director services issued to GIBF). While disclosed and overseen, it remains a conflict vector; Lushi’s non‑membership on audit/comp committees partially mitigates .
  • Immediate vesting of 2024 director RSUs reduces retention/performance linkage; 2025 director grants (options/RSUs) introduced but specifics per director not disclosed; vesting beyond 60 days post July 15, 2025 .
  • Listing compliance pressures (reverse splits; equity pool increase) can create ongoing dilution risk; not directly attributable to Lushi but relevant to broader governance and investor confidence .

Bottom line: Lushi brings deep life sciences capital allocation expertise and cross‑border networks valuable for SLXN’s financing and BD needs. Investors should monitor related‑party safeguards around GIBF and the evolving director equity program to ensure continued alignment and robust committee‑level oversight .