Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain
Officers.
On January 5, 2021, Pluristem Therapeutics Inc., or the Company, increased the
size of its Board of Directors, or the Board, by two and appointed Maital
Shemesh-Rasmussen and Rami Levy to serve as directors to fill the resulting
vacancies, effective immediately. Neither Ms. Shemesh-Rasmussen nor Mr. Levy
were appointed to serve on any Board committees.
Ms. Shemesh-Rasmussen, age 51, served as the Global Head of Marketing at Roche
Diagnostics Information Solutions between 2018 and 2020. Between 2016 and 2018,
she worked at Fitango Health, Inc. where she focused on marketing and business
development. Between 2013 and 2016, she led Product Marketing at the Oracle
Health Sciences Global Business Unit, as well as Marketing and Business
Development in the Oracle Digital Health Innovation Unit. Prior to these
positions, Ms. Shemesh-Rasmussen served as Vice President at JPMorgan Chase Bank
from 2002 until 2007. Ms. Shemesh-Rasmussen holds a BA in Behavioral Sciences
from Ben Gurion University.
Mr. Levy, age 62, is the Founder and President of Catalyst Group International,
LLC where, since 2009, he has provided consulting services relating to strategic
planning to notable clients in the private and public sectors. From 2004 to
2006, he served as Senior Deputy General and Head of Marketing Administration at
Israel's Ministry of Tourism. He holds an MA with Honors in Political Science
from The Hebrew University of Jerusalem.
As remuneration for their service as directors, each of Ms. Shemesh-Rasmussen
and Mr. Levy will receive the same fees as the Company's other non-executive
directors, as described in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2020. Except as otherwise set forth herein, there is
no arrangement or understanding between Ms. Shemesh-Rasmussen or Mr. Levy and
any other person pursuant to which they were elected as directors, and there are
no transactions in which Ms. Shemesh-Rasmussen or Mr. Levy has an interest
requiring disclosure under Item 404(a) of Regulation S-K. In connection with
their respective appointments, the Company expects to enter into its standard
indemnification agreements with Ms. Shemesh-Rasmussen and Mr. Levy, on
substantially the same terms as the indemnification agreements previously
entered into between the Company and each of its directors and executive
officers.
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