Shlomo Noy
About Shlomo Noy
Professor Shlomo Noy, MD, MBA (INSEAD), PhD (Tel‑Aviv University), age 71, is an independent director of Silexion Therapeutics (SLXN). He was appointed to the board upon the August 15, 2024 Business Combination that took SLXN public, and brings international expertise in healthcare management, clinical research, and tech transfer from senior roles at Sheba Medical Center and academia . The board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sheba Medical Center | Director, Rehabilitation Hospital | 1993–2017 | Led hospital operations; focused on research/clinical trials |
| Sheba Medical Center | VP, R&D and Academic Affairs | 2000–2017 | Advanced research programs and academic collaborations |
| Tel‑Aviv University, Sackler School of Medicine | Professor | 1993–2016 | Academic leadership and medical education |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Guangzhou Sino‑Israel Biotech Fund (GIBF) | Chief Medical Officer | Jan 2017–present | Shares voting/investment power over SLXN shares held by GIBF; related‑party exposure |
| Various private companies (not specified) | Board member (as part of GIBF role) | Ongoing | Private boards; no public company directorships disclosed |
Board Governance
- Independence: SLXN’s board affirmed Noy meets Nasdaq’s “independent director” definition .
- Committee assignments: Current committees are Audit (Abramov chair; members Abramov, Alon, Peled), Compensation (Alon chair; members Abramov, Peled), and Nominating & Corporate Governance (members Abramov, Levin, Peled, Alon). Noy is not listed on any of these committees .
- Attendance: For 2024 (from August 15, 2024), the board met 7 times; no director attended fewer than 75% of board/committee meetings .
- Board size/history: Seven directors; Noy nominated and recommended for re‑election at the 2025 AGM .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | – | – | – | 0 |
Notes:
- In 2024, SLXN did not pay cash fees to non‑employee directors; director compensation was delivered via equity awards (RSUs) granted in connection with the Business Combination .
Performance Compensation
| Grant | Instrument | Grant Size | Vesting | Performance Metrics |
|---|---|---|---|---|
| Director equity at Closing (per non‑employee director) | RSUs | 22,070 RSUs | Fully vested upon Closing of the Business Combination (Aug 15, 2024) | None disclosed (time‑based/transaction‑based vesting) |
Additional detail:
- 2024 director “Stock awards” reported value for Noy: $313,800; no option awards reported .
Other Directorships & Interlocks
| Category | Entity | Role/Exposure |
|---|---|---|
| Related party/investor | GIBF | Post‑Closing conversion delivered 203,971 SLXN shares to GIBF; plus 16,817 shares upon RSU settlement; Noy and fellow director Avner Lushi share voting and investment power over 220,788 SLXN shares held by GIBF . |
| Director consideration paid to affiliate | GIBF | 1,121 SLXN shares underlying fully‑vested RSUs were granted to GIBF in respect of director services provided by each of Noy and Lushi, indicating director equity routed to an affiliated entity . |
Expertise & Qualifications
- Credentials: MD (Hebrew University), MBA (INSEAD), PhD (Tel‑Aviv University); 25 years’ experience in healthcare management; leadership in research and clinical trials; tech transfer ecosystem building .
- Sector expertise: Israeli healthcare system, clinical development infrastructure, hospital research operations .
Equity Ownership
| As‑of Date | Beneficially Owned Shares | % of Outstanding | Ownership Form / Notes |
|---|---|---|---|
| May 30, 2025 (pre 1‑for‑15 reverse split) | 220,788 | 2.5% | Shares held of record by GIBF; Noy shares voting/investment power via role at GIBF |
| July 15, 2025 (post 1‑for‑15 reverse split) | 14,720 | 2.5% | Shares held of record by GIBF; same shared authority; share count reflects reverse split |
Insider Trades
| Period Checked | SEC Form 4 Transactions | Notes |
|---|---|---|
| 2024‑01‑01 to 2025‑11‑20 | None found | insider‑trades skill search for “Shlomo Noy” at SLXN returned no records in this window (query run for SLXN, person “Shlomo Noy”) |
Governance Assessment
- Strengths
- Independence affirmed by the board; no <75% attendance flags in 2024 .
- Deep healthcare management and clinical research ecosystem experience supports oversight of R&D strategy and site operations .
- Potential conflicts and alignment considerations
- Related‑party concentration: Noy is CMO of GIBF, which holds a material SLXN stake; Noy shares voting/investment power over GIBF’s SLXN shares alongside fellow director Lushi—creating an interlock and potential influence block on the board .
- Director equity routed to affiliate: RSUs for director services were granted to GIBF (1,121 shares underlying RSUs), indicating compensation to an affiliated entity rather than directly to the individual—an unusual structure that can blur alignment and accountability .
- No formal related‑party transaction policy adopted as of the 2025 proxy; audit committee reviews related party transactions, but absence of a formal policy is a governance gap (policy adoption “not yet” at time of filing) .
- Committee engagement: Noy is not listed on Audit, Compensation, or Nominating & Governance committees, limiting committee‑level oversight exposure .
- Compensation structure signals
- 2024 director pay was entirely equity (RSUs fully vested at Business Combination); lack of performance conditions reduces pay‑for‑performance rigor at the director level .
- Equity pool expansions note that a large portion of shares available in 2025 had already been allocated to non‑employee director grants—watch for potential pay inflation and dilution pressures .
RED FLAGS
- GIBF interlock and shared voting control by two directors (Noy, Lushi) over a sizable holder; and RSUs granted to GIBF for director services .
- Lack of a formal related‑party transactions policy at time of proxy (despite audit committee review) .
- Director equity awards fully vested at transaction close with no disclosed performance metrics .
Appendix: Key Supporting Disclosures
- Biography, independence, committees, attendance:
- Director compensation and RSU details:
- Ownership and related‑party (GIBF) holdings:
- Business Combination date (tenure anchor):
- 2025 re‑election nomination: