Dror Abramov
About Dror J. Abramov
Dror J. Abramov, 63, is an independent director at Silexion, appointed effective upon the August 15, 2024 Business Combination. He is a licensed CPA with a Bachelor of Accounting, MBA, and BSc in physics and computer sciences from Tel Aviv University; he serves as Hewlett Packard Inc. Israel’s Managing Director since 2015. The Board designated him as the audit committee chair and an “audit committee financial expert,” reflecting deep finance and operational credentials and multi-disciplinary experience across R&D, consulting, tax, sales, business development, and government .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett Packard Inc. Israel | Managing Director | 2015–present | Senior P&L and operational leadership |
| Hewlett Packard Inc. Israel | Finance Director; GM Imaging & Printing; GM Printing & Personal Systems | 2006–2015 | Multifunctional management across divisions |
| Applied Materials UK & Israel (AMAT) | Chief Financial Officer | 2002–2006 | Corporate finance leadership in semiconductor equipment |
| Avaya Communication | VP, Business Management | 2000–2002 | Business management for cloud communications |
| Mainsoft Corporation | Director of Finance & Operations; General Manager | 1997–2000 | Finance and general management roles |
| Maron, Sobel, Shor & Co. (CPA firm) | Consultant and Manager | 1991–1997 | Accounting and advisory; licensed CPA |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hewlett Packard Inc. Israel | Managing Director | 2015–present | Current external position; no Silexion related-party dealings disclosed |
Board Governance
- Committee roles: Audit Committee chair; Compensation Committee member; Corporate Governance & Nominating Committee member .
- Independence: Board determined Abramov is independent under Nasdaq standards; meets heightened independence for audit and compensation committees; designated “audit committee financial expert” by SEC definitions .
- Attendance: In 2024, Board held 7 meetings; audit committee held 1; compensation committee held 1; no director attended fewer than 75% of Board/committee meetings .
- Tenure: Appointed at closing of Business Combination (August 15, 2024) and nominated for re‑election for one‑year terms thereafter .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | - | 313,800 | - | - | 313,800 |
Notes:
- In 2024, Silexion did not pay cash fees to non‑employee directors; compensation was equity‑based .
Performance Compensation
| Instrument | Grant Date | Quantity | Vesting | Fair Value | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (director award) | At Business Combination closing (Aug 15, 2024) | 22,070 RSUs (each non‑employee director) | Fully vested at Closing | $313,800 (Abramov) | Not disclosed |
| Options | Feb 2025 (non‑employee director grants occurred) | Not disclosed; excluded from 60‑day ownership calc | Not disclosed | Not disclosed | Not disclosed |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Abramov .
- Compensation committee interlocks: Company discloses no officer interlocks with entities having officers on Silexion’s Board in the past year .
Expertise & Qualifications
- Licensed CPA; Audit Committee Financial Expert designation .
- Degrees: Bachelor of Accounting, MBA, BSc (physics and computer sciences) – Tel Aviv University .
- Multi-disciplinary leadership across finance, operations, and technology businesses (HP, Applied Materials, Avaya) .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| May 30, 2025 | 4,425 | <1% | SEC definition includes shares exercisable within 60 days; pre 1‑for‑15 reverse split context |
| July 15, 2025 | 295 | <1% | Reflects 1‑for‑15 reverse split effective July 29, 2025; SEC definition includes exercisable securities within 60 days |
Governance Assessment
- Strengths: Independent director; chairs audit committee; designated audit committee financial expert; full attendance threshold met in 2024; committee memberships indicate active governance engagement .
- Alignment: Director pay in 2024 was entirely equity via RSUs; however, RSUs were fully vested at closing (limited ongoing performance linkage) .
- Ownership: Beneficial ownership <1%; absolute ownership is modest (295 shares as of July 15, 2025 post split), indicating limited “skin‑in‑the‑game” by share count .
- Policy gaps: Company has not adopted a formal related‑party transactions policy; audit committee (chaired by Abramov) oversees related party approvals under charter—this centralizes conflict review but formal policy absence is a governance weakness .
- Broader dilution risk: 2025 proxy sought a substantial authorized share increase (to 9,000,000 ordinary shares), raising dilution concerns; while not specific to Abramov, board oversight (including audit and compensation committees where he serves) is relevant to investor confidence .
RED FLAGS
- Immediate full vesting of director RSUs at Closing reduces performance‑contingent alignment for 2024 awards .
- Absence of a formal related‑party transactions policy (audit committee reviews them ad hoc) .
- Large authorized share capital increase proposal with explicit dilution risk disclosure .
Committee Assignments and Roles
| Committee | Role | Independence Status |
|---|---|---|
| Audit Committee | Chair; Financial Expert | Independent under Rule 10A‑3/Nasdaq; financially literate |
| Compensation Committee | Member | Independent; meets heightened independence standards |
| Corporate Governance & Nominating | Member | Independent |
Director Election and Term
- Nominated and recommended for re‑election at the 2025 AGM; one‑year term until the 2026 AGM or successor appointment .
Attendance Summary (FY 2024)
| Body | Meetings Held | Actions by Written Consent | Attendance Threshold |
|---|---|---|---|
| Board | 7 | 3 | No director <75% |
| Audit Committee | 1 | 2 | No director <75% |
| Compensation Committee | 1 | 0 | No director <75% |
| Governance & Nominating | 0 | 0 | N/A |
Director Compensation Structure (2024)
| Component | Policy/Practice |
|---|---|
| Cash Retainer/Fees | None paid in 2024 to non‑employee directors |
| Equity | 22,070 RSUs per non‑employee director; fully vested at Closing |
| Committee/Chair Fees | Not disclosed for 2024 |
Related‑Party Oversight
- Audit committee reviews and approves related‑party transactions; quarterly review of payments to sponsor/officers/directors; formal related‑party policy not yet adopted; code of ethics requires avoiding conflicts unless approved by board/committee .
Shareholder Voting Context
- 2025 AGM included re‑election of directors, auditor re‑appointment, reverse share split authority, and increase in equity plan pool; the corporate governance and nominating committee recommended continuity of the existing board given early public company transition factors .
Notes on 2025 Grants
- Footnote indicates options and RSUs granted to non‑employee directors in February 2025 (not vesting within 60 days of July 15, 2025); specific quantities and terms were not disclosed in the proxy .