Moshe Mizrahy
Xenetic BiosciencesAbout Moshe Mizrahy
Moshe Mizrahy (age 71) has served on Xenetic Biosciences’ Board since December 2023. He is co‑founder, Chief Executive Officer, and Chairman of InMode Ltd. (NASDAQ: INMD) since its inception in 2008; previously co‑founder and CEO of Syneron Medical Ltd.; former CEO and now Chairman of Home Skinovations Ltd. He holds a B.S. in Engineering from Tel Aviv University and an MBA from Pace University (NY). Core credentials include value creation in medical technologies, fundraising, public offerings, marketing, and regulatory affairs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syneron Medical Ltd. | Co‑Founder & Chief Executive Officer | Pre‑2008 | Built medtech commercial platform |
| Home Skinovations Ltd. | Chief Executive Officer (former); Chairman (current) | Not disclosed | Consumer med‑device leadership |
| Nitzanim AVX Kyocera Venture Capital Fund | Co‑Founder & General Partner | Not disclosed | Venture investing; medtech network |
| First Israel Mezzeine Investors Fund | General Partner | Not disclosed | Capital formation; strategic network |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InMode Ltd. (NASDAQ: INMD) | CEO & Chairman | 2008–present | Public company operator with medtech value creation |
| Peri‑Ness Technologies Ltd. | Majority Shareholder & Director | Not disclosed | Related‑party to XBIO via clinical services agreement |
| Home Skinovations Ltd. | Chairman | Not disclosed | Consumer aesthetics devices |
| SipNose Ltd.; Pet Novations Ltd.; Santersus AG; Easy‑Lap Ltd.; O.B.‑Tools Ltd.; Urifer Ltd.; Easy Notes Ltd.; Escape Rescue Systems Ltd.; M.N. Business Strategy Ltd.; Silk’n Cure Ltd.; Himalaya Family Office Advising Ltd.; Polimer Logistics (Israel) Ltd. | Director | Not disclosed | Diversified board network and deal flow |
Board Governance
- Tenure and board context: Joined in Dec 2023; Board reduced to six members as of Dec 2024; current nominees include Mizrahy for the Dec 11, 2025 meeting .
- Independence status: Initially deemed independent in Nov 2023; as of FY2024/2025, Board determined Mizrahy is not independent, with ineligibility for director compensation in FY2024 .
- Origin of nomination and interlock: Recommended to the Board by significant stockholder CLS Therapeutics; entered a joint Schedule 13D filing agreement with CLS and Dr. Genkin (2023) .
- Committee assignments: No committee memberships disclosed for Mizrahy in 2024/2025 proxies; committee roles are identified for other directors (Audit, Compensation, Nominating) but not for Mizrahy .
- Attendance: The proxies encourage annual meeting attendance but do not disclose an explicit board meeting attendance metric for Mizrahy in the cited sections .
Fixed Compensation
- Policy (independent non‑employee directors): Annual cash retainer $43,000; stock option to acquire 2,500 shares upon initial appointment; additional 2,500 options each year at the annual meeting; plus reimbursement of customary expenses .
- FY2024 actuals for Mizrahy: Not independent; received no director compensation (cash, stock awards, options) in FY2024 .
| Component (FY2024) | Amount |
|---|---|
| Annual Retainer (cash) | $0 |
| Stock Awards (RSUs/PSUs) | $0 |
| Option Awards (grant‑date fair value) | $0 |
| All Other Compensation | $0 |
| Total | $0 |
| Independent Director Policy Elements | Amount/Terms |
|---|---|
| Annual Cash Retainer | $43,000 |
| Initial Option Grant | 2,500 shares |
| Annual Option Grant (thereafter) | 2,500 shares |
Performance Compensation
- Option awards outstanding (as of Dec 31, 2024): 2,500 options attributed to Mizrahy .
- Performance metrics tied to director pay: None disclosed; director pay table shows only cash fees and option awards; stock awards column for directors is “–” .
| Equity Instrument | Quantity | Strike/Expiration | Vesting |
|---|---|---|---|
| Options (outstanding) | 2,500 | Not disclosed | Not disclosed |
| Performance Metric | Disclosed? | Notes |
|---|---|---|
| TSR percentile | Not disclosed | Director compensation comprises fees and options; no PSUs evident in table |
| Revenue/EBITDA goals | Not disclosed | Not disclosed for directors |
| ESG goals | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Entity | Nature of Link | Potential Conflict/Interlock |
|---|---|---|
| CLS Therapeutics (significant stockholder) | Recommended Mizrahy as nominee; joint Schedule 13D filing with CLS and Genkin (2023) | Governance interlock with significant holder; independence concerns |
| Peri‑Ness Technologies Ltd. | Majority shareholder and director; XBIO signed clinical trial services agreement (Q4 2024) | Related‑party transaction; services estimated at ~$0.3M; $50k expensed; $45k advanced as of 12/31/2024 |
Expertise & Qualifications
- Engineering and MBA degrees; leadership in public offerings, fundraising, marketing, regulatory affairs; value creation in medical technologies .
- Long‑tenured public company operator (InMode CEO/Chair since 2008) .
Equity Ownership
| Metric | FY2024 (as of Oct 15, 2024) | FY2025 (as of Oct 15, 2025) |
|---|---|---|
| Beneficially Owned Shares | 2,500 | 2,500 |
| Ownership % | <1% (“*”) | <1% (“*”) |
| Shares Outstanding Basis | 1,542,139 | 2,277,139 |
| Options Outstanding | 2,500 | 2,500 (as of 12/31/2024) |
| Pledged/Hedged Shares | Not disclosed | Not disclosed |
Note: The beneficial ownership tables indicate “*” for percentages less than 1%; options exercisable within 60 days are typically included, per table conventions and footnotes in the proxy .
Governance Assessment
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Strengths: Extensive medtech operating experience and public markets acumen; broad external network that can aid fundraising and partnerships .
-
Concerns/RED FLAGS:
- Not independent as of FY2024/2025; ineligible for director compensation, indicating Board’s independence concerns .
- Related‑party transaction with Peri‑Ness, where Mizrahy is majority shareholder/director; ~$0.3M services authorized/estimated, $50k expensed and $45k advanced—raises conflict‑of‑interest risk and oversight burden .
- Nomination by significant stockholder CLS and joint Schedule 13D filing suggests potential influence/interlock with a major holder .
- No disclosed committee roles for Mizrahy, limiting direct oversight engagement (Audit/Comp/Nominating allocations appear to other directors) .
- Small direct ownership (<1%), reducing “skin‑in‑the‑game” alignment relative to influence via related entities .
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Implications: Investors should monitor the Audit Committee’s handling of related‑party transactions (Peri‑Ness) and any future services agreements; independence determinations and committee assignments for Mizrahy are central to board effectiveness and governance risk mitigation .
Key Related‑Party Disclosures
- Peri‑Ness clinical services: Authorized by the Audit Committee (independent directors) on Oct 17, 2024; estimated ~$0.3M; expensed ~$50k in FY2024; ~$45k advanced at year‑end .
- 2025 proxy reiterates Peri‑Ness involvement and Mizrahy’s majority shareholding/directorship .
Director Compensation Structure Notes
- Independent directors receive $43k cash retainer plus options; Mizrahy received none in FY2024 due to non‑independence; option awards outstanding for him total 2,500 as of Dec 31, 2024 .
Independence History
- Nov 2023: Board determined Mizrahy independent under Nasdaq rules (noting CLS recommendation and joint filing agreement) .
- FY2024/2025: Board determined Mizrahy not independent; no director compensation paid in FY2024 .
Attendance and Engagement
- Annual meeting attendance encouraged by policy; explicit meeting attendance rates for individual directors not disclosed in the cited sections .
Say-on-Pay Context
- Company conducts annual Say‑on‑Pay; not directly indicative of director compensation/independence issues but reflects governance practices .