DEF 14A of Protalix BioTherapeutics, Inc., Apr 30, 2025

DEF 14A of Protalix BioTherapeutics, Inc.

Filed Apr 30, 2025 · FY20240001558370-25-006010

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS At the meeting, our stockholders will be asked to elect or re-elect eight directors, each for a one-year term expiring at the next meeting of stockholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. Our Board of Directors recommends that the persons named below be elected or re-elected as directors of our Company and it is intended that the accompanying proxy will be voted for their election or re-election as directors, unless the proxy contains contrary instructions. Shares of common stock represented by all proxies received by the Board of Directors and not so marked as to withhold authority to vote for any individual nominee or for all nominees will be voted (unless one or more nominees are unable to serve) for the election of the nominees named below. The Board of Directors knows of no reason why any such nominee should be unable or unwilling to serve, but if such should be the case, proxies will be voted for the election of some other person or the size of the Board of Directors will be fixed at a lower number. Each of the nominees currently serves as a member of our Board of Directors other than Christian Elze. The directors are elected by a plurality of the votes cast by the stockholders present or represented by proxy and entitled to vote at the Annual Meeting.

  2. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors The names of the nominees for election or re-election to the Board of Directors and certain information about such nominees are set forth below. For information concerning the number of shares of common stock beneficially owned by each nominee, see “Security Ownership of Certain Beneficial Owners and Management” above.

  3. Nominees for Election to the Board of Directors

    | Name | Age | Position | | Eliot Richard Forster, Ph.D. | 59 | Chairman of the Board | | Dror Bashan | 58 | President and Chief Executive Officer, Director | | Amos Bar Shalev | 72 | Director | | Shmuel “Muli” Ben Zvi, Ph.D. | 65 | Director | | Pol F. Boudes, M.D. | 68 | Director | | Gwen A. Melincoff | 73 | Director | | Aharon Schwartz, Ph.D. | 82 | Director | | Christian Elze | 68 | Director Nominee |

  4. Nominees for Election to the Board of Directors

    Re-Nominated Directors Eliot Richard Forster, Ph.D. Dr. Forster joined our Board of Directors as its Chairman in September 2023. Dr. Forster has served as the Chief Executive Officer of Levicept Ltd., a privately-held, UK-based biotechnology company since November 2023. He also serves as a Non-Executive Director of Immatics NV (NASDAQ:IMTX) since September 2020, and as the Non-Executive Chairman of each of Ochre Bio, Ltd., a UK-based private biotechnology company since May 2023, Tessellate BIO NV., a Netherlands-based private biotechnology company, since September 2023 and Granite Bio Ag, a Swiss-based private biotechnology company, since December 2024. Commencing in September 2018, Dr. Forster served as the Chief Executive Officer of F-Star Therapeutics Ltd. (NASDAQ:FSTX) until its March 2023 sale to invoX Ltd. Prior to that, he served as Chief Executive Officer of Immunocure Ltd. from January 2015 through February 2018, Chief Executive Officer of Creabilis SA from May 2010 through January 2015 and President and Chief Executive Officer of Solace Pharmaceuticals Inc. from May 2007 through May 2010. He also served, from June 2018 through June 2024, as the Non-Executive Chairman of Avacta Group PLC (AIM:AVCT). Earlier in his career, he held positions at Pfizer Global Research & Development and Glaxo/GlaxoWellcome. Dr. Forster holds a B.Sc. (Hons) and a Ph.D. from the University of Liverpool and an MBA from the Henley Management College. He is an Honorary Visiting Professor at the University of Liverpool and at the University of Pavia. We believe Dr. Forster’s qualifications to serve on our Board of Directors include his established reputation for management and leadership in the life sciences field and his successful experience and industry relationships in the United States, European Union and Asia. Dror Bashan. Mr. Bashan has served as our President and Chief Executive Officer and a director since June 2019. He has over 20 years of experience in the pharmaceutical industry with roles ranging from business development, marketing, sales and finance providing him with both cross regional and cross discipline experience and a deep knowledge of the global pharmaceutical and health industries. From 1998 through 2018, he served in a number of senior positions at Teva Pharmaceutical Industries Ltd. (NYSE:TEVA; TASE:TEVA). Most recently, he served as Teva’s Senior Vice President, Global Business Development, and was involved in strategic alliances, cross-company strategic projects and the acquisition and divestiture of assets. Mr. Bashan holds a BA in Economics and Business Management and an MBA from the Tel Aviv University. We believe Mr. Bashan’s qualifications to serve on our Board of Directors includes his service as our President and Chief Executive Officer as well as his extensive experience in the life sciences and pharmaceutical industry on a global scale. Amos Bar Shalev. Mr. Bar Shalev joined our Board of Directors in July 2008. Previously, Mr. Bar Shalev served as a director of Protalix Ltd. from 2005 through January 2008, and as our director from 2006 through January 2008. Mr. Bar Shalev brings to us extensive experience in managing technology companies. Since 2011, Mr. Bar Shalev has served on the Board of Directors of Interna Therapeutics Ltd. (formerly, Aposense Ltd.), a privately-held pharmaceutical company. He served on the Board of Directors of Sirvir Ltd., a privately held pharmaceutical company and subsidiary of Interna Therapeutics, from 2014 through its merger into Interna Therapeutics in November 2024. From 2004 through 2012, Mr. Bar Shalev served as a director of Technorov Holdings (1993) Ltd. and managed its portfolio. From 1997 through 2004, he was a Managing Director of TDA Capital Partners, a management company of the TGF (Templeton Tadiran) Fund. From 2004 through 2007, he was the President of Win Buyer Ltd. He has served on the Board of Directors of a number of Israeli publicly traded and privately-held Israeli companies including, among others, Ripple Ltd. (formerly, Steam CC Ltd.), Velox Ltd., NESS Ltd. (acquired by BioNess Inc.), Idanit (acquired by Scitex Corporation Ltd.), Objet Geometrix (merged with Stratasys, Inc. (NASDAQ:SSYS)), Verisity, Scitex Vision (acquired by Hewlett Packard (NYSE:HPE)), Golden Wings Investment Company Ltd., the venture capital fund of the Israeli Air Force Veterans Business Club, Win Buyer Ltd. and Sun Light Ltd. Mr. Bar Shalev holds a B.Sc. in Electrical Engineering from the Technion, Israel Institute of Technology and an MBA from the Tel Aviv University in 1981. He holds the highest award from the Israeli Air Force for technological achievements. We believe Mr. Bar Shalev’s qualifications to serve on our Board of Directors include his years of experience in the management of Israeli businesses. Shmuel “Muli” Ben Zvi, Ph.D. Dr. Ben Zvi joined our Board of Directors in June 2022. He is a member of the Board of Directors of BATM Advanced Communications Ltd. (LSE:BVC; TASE:BVC), since December 2024. From August 2015 through December 2024, Dr. Ben Zvi served on the Board of Directors of Bank Leumi of Israel (TASE:LUMI), and was the Chairman of Bank Leumi’s Board from November 2023 through December 2024. He served on the Board of Directors of Vascular Biogenics Ltd. (NASDAQ:VBLT) from 2018 until its acquisition by Notable Labs, Inc. (NASDAQ:NTBL) in October 2023, and on the Board of Directors of Sol-Gel Technologies Ltd. (NASDAQ:SLGL), from February 2018 through November 2023. From 2004 through 2014, Dr. Ben Zvi served in a number of managerial positions at Teva Pharmaceutical Industries Ltd. (NYSE:TEVA; TASE:TEVA), the last two being Vice President, Strategy and Vice President, Finance. From 2000 through 2004, Dr. Ben Zvi was the financial advisor to the chief of general staff of the Israel Defense Forces and head of the budget department of the Israeli Defense Ministry. Dr. Ben Zvi holds a B.A. and an M.A., both cum laude, and a Ph.D. in economics, all from the Tel Aviv University, Israel. He also participated in the Harvard Business School Advanced Management Program (AMP) and in National Security & Political Science programs at the National Security College, Israel and Haifa University, Israel. Dr. Ben Zvi performed post-doctoral studies in Economics at the Massachusetts Institute of Technology. We believe Dr. Ben Zvi’s qualifications to serve on our Board of Directors include his years of experience in the management of public Israeli companies, including life science companies, and in particular his experience in financial and investment matters and participation on audit committees.

  5. Nominees for Election to the Board of Directors

    Pol F. Boudes, M.D. Dr. Boudes joined our Board of Directors in January 2020. He is a senior physician and chief medical officer with more than 25 years of experience in research and development, with a special emphasis on orphan drugs and translational medicine. In August 2024, Dr. Boudes was appointed Chief Medical Officer of Rectify Pharmaceuticals, Inc., a privately-held company focused on the development of Positive Functional Modulators (PFMs), a novel class of disease-modifying oral, small molecules specifically designed to rectify the dysfunction of membrane proteins. He also serves as a research and development consultant. From March 2020 through August 2024, he served as the Chief Medical Officer of Galectin Therapeutics Inc. (NASDAQ:GALT) where he advanced the development of belapectin for the treatment of liver cirrhosis. From April 2014 through October 2019, he served as the Chief Medical Officer of CymaBay Therapeutics, Inc. (NASDAQ:CBAY) where he led the development of treatments for rare liver diseases, including seladelpar for primary biliary cholangitis. Dr. Boudes was also Chief Medical Officer at Amicus Therapeutics Inc. (NASDAQ:FOLD) from 2009 through 2013 where he was instrumental in the development of migalastat (Galafold®) for the treatment of Fabry disease, as well as treatments for Pompe disease and Gaucher disease. He has served in various roles at Berlex Laboratories (acquired by Bayer HealthCare Pharmaceuticals), Wyeth-Ayerst Research, Hoffmann-La Roche and Pasteur-Merieux Serums & Vaccines. Dr. Boudes holds an M.D. from the University of Aix-Marseilles, France and has specialized in Endocrinology and Metabolic Diseases, Internal Medicine, and Geriatric diseases. We believe Dr. Boudes’ qualifications to serve on our Board of Directors include his vast experience and knowledge of the research and development of pharmaceuticals. Gwen A. Melincoff. Ms. Melincoff joined our Board of Directors in January 2020. She is a seasoned business development and venture professional with over 25 years of deal-making and management experience in the biotechnology and pharmaceutical industries. Her experience has spanned public and private company boards, venture financing, business development, licensing, mergers and acquisitions, research operations, marketing, product management and project management. Ms. Melincoff currently serves on the Board of Directors of Gain Therapeutics, Inc. (NASDAQ:GANX) and Collegium Pharmaceutical, Inc. (NASDAQ:COLL). She also serves in an advisory capacity at a number of pharmaceutical companies. From April 2019 through June 2024 she served on the Board of Directors of Soleno Therapeutics, Inc. (NASDAQ:SOLN), from April 2017 through June 2020, she served on the Board of Directors of Photocure ASA, from January 2017 through January 2019, she served on the Board of Directors of Kamada Ltd. (NASDAQ:KMDA, TASE:KMDA), and from June 2014 through November 2016, she served on the Board of Directors of Tobira Therapeutics Inc. (acquired by Allergan plc). From August 2014 through September 2016, Ms. Melincoff served as Vice President of Business Development at BTG International Inc. Prior to that, she was Senior Vice President of Corporate Development at Shire Plc. Additionally, she led the Shire Strategic Investment Group, the venture capital arm of Shire Plc. Ms. Melincoff was Vice President of Business Development at Adolor Corporation and held executive positions at Eastman Kodak for over ten years in a number of their health care companies. Ms. Melincoff holds a B.S. in Biology from The George Washington University and an M.S. in Management and Health Care Administration from Pennsylvania State University. Ms. Melincoff has also attained the designation of Certified Licensing Professional (CLP™) and was named to the “Top Women in Biotech 2013” by Fierce Biotech and to the Powerlist 100 of Corporate Venture Capital in 2012 and 2013. We believe Ms. Melincoff’s qualifications to serve on our Board of Directors include her years of experience at pharmaceutical companies, particularly with respect to business development. Aharon Schwartz, Ph.D. Dr. Schwartz joined our Board of Directors in November 2014. He retired from Teva Pharmaceutical Industries Ltd. (NYSE:TEVA; TASE:TEVA) in 2011 where he served in a number of positions from 1975 through 2011, the most recent being Vice President, Head of Teva Innovative Ventures. Dr. Schwartz is currently chairman of the Board of Directors of BiolineRx Ltd. (NASDAQ:BLRX, TASE:BLRX) and works as an independent consultant. From May 2015 through March 2020, he served as a member of the Board of Directors of Foamix Pharmaceuticals Ltd. (Nasdaq:FOMX), which was acquired by Menlo Therapeutics Inc. (NASDAQ:MNLO), and from January 2013 through November 2017, he served as a member of the Board of Directors of Alcobra Ltd., which is now called Arcturus Therapeutics Ltd. (NASDAQ:ARCT). Dr. Schwartz holds a Ph.D. in organic chemistry from the Weizmann Institute of Science, Israel, an M.Sc. in organic chemistry from the Technion, Israel Institute of Technology and a B.Sc. in chemistry and physics from the Hebrew University of Jerusalem. Dr. Schwartz received a second Ph.D. in 2014 from the Hebrew University of Jerusalem in the history and philosophy of science. We believe Dr. Schwartz’s qualifications to serve on our Board of Directors include his years of experience at life science companies. New Director Nominee Christian Elze. Mr. Elze was nominated to join our Board of Directors in April 2025. In 2003 he founded Catenion GmbH (“Catenion”), a global science-driven strategy consulting firm focused on the biopharmaceutical industry. He retired from his full-time position at Catenion in 2023 but continues to serve as a Senior Partner Emeritus and remains a shareholder. Since January 2024, he has been serving as a member of the Scientific Advisory Board of Recordati Industria Chimica e Farmaceutica S.p.A., a global pharmaceutical company headquartered in Italy (XMIL:REC), and as an observer on the Board of Directors of Pangea Biomed Ltd., a privately-held Israeli company. Mr. Elze is also a co-founder of the Japanese Foundation for Rare Disease Research in Tokyo where he serves as a Councillor, and a Director of Zita Elze Flowers Ltd., private company located in London. He holds an MBA from Columbia University and a B.Sc., Economics, from the London School of Economics. We believe Mr. Elze will be able to contribute to our future development based on his vast 30-year long experience in the global biopharmaceutical industry. Our Board of Directors recommends that stockholders vote “FOR” the election or re-election of all director nominees named in this “Proposal 1: Election of Directors.”

  6. Compensation of Directors

    Compensation of Directors The following table sets forth information with respect to compensation of our non-employee directors during fiscal year 2024.

  7. Compensation of Directors

    | | Fees Earned or | Option | All Other | | | Name | Paid in Cash ($) | Award(s) ($) | Compensation | Total ($) | | Eliot Richard Forster, Ph.D. | 70,000 | — | — | 70,000 | | Amos Bar Shalev | 45,000 | — | — | 45,000 | | Shmuel “Muli” Ben Zvi, Ph.D. | 33,750 | — | — | 33,750 | | Pol F. Boudes, M.D.(1) | 45,000 | — | 1,350 | 46,350 | | Gwen A. Melincoff | 45,000 | — | — | 45,000 | | Aharon Schwartz, Ph.D. | 45,000 | — | — | 45,000 |

  8. Compensation of Directors

    (1)From time to time Dr. Boudes performs consulting services regarding business development and licensing efforts for the Company with the consent of the Audit and Finance Committee of the Board of Directors.

  9. Summary Compensation Table

    Summary Compensation Table The following table sets forth a summary for the fiscal years ended December 31, 2024 and 2023, respectively, of the cash and non-cash compensation awarded, paid or accrued by us or Protalix Ltd. to our Named Executive Officers. There were no restricted stock awards, long-term incentive plan payouts or other compensation paid during fiscal years December 31, 2024 and 2023 by us or Protalix Ltd. to the Named Executive Officers, except as set forth below. All of the Named Executive Officers are employees of our subsidiary, Protalix Ltd. All currency amounts are expressed in U.S. dollars.

  10. Summary Compensation Table

    | | | | | | Option | All Other | | | | | Salary | Bonus | Stock | Awards | Compensation | Total | | Name and Principal Position | Year | ($) | ($) | Awards ($) | ($)(1) | ($)(2) | ($) | | Dror Bashan | 2024 | 374,108 | — | 918,318 | 118,803 | 116,563 | 1,527,792 | | President and Chief Executive Officer | 2023 | 356,929 | 892,328 | 1,061,558 | 246,560 | 127,566 | 2,684,941 | | Eyal Rubin | 2024 | 287,363 | 130,399 | 288,669 | 55,441 | 97,594 | 859,466 | | Senior Vice President and Chief Financial Officer | 2023 | 287,692 | 302,507 | 227,331 | 114,925 | 96,580 | 1,029,035 | | Yaron Naos | 2024 | 215,546 | 95,083 | 166,353 | 77,135 | 85,842 | 639,959 | | Senior Vice President, Operations | 2023 | 216,504 | 212,367 | 129,081 | 133,469 | 84,948 | 776,369 |

  11. Summary Compensation Table

    (1)Amounts in this column represent the grant date fair value of the option awards as computed in accordance with ASC 718, not including any estimates of forfeitures related to service-based vesting conditions. See Note 8(c) “Stock based compensation,” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of assumptions we made in determining the grant date fair value of our option awards for the fiscal years ended December 31, 2023 and 2024. (2)Includes employer contributions to pension and/or insurance plans and other miscellaneous payments.

  12. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to the Named Executive Officers concerning outstanding equity awards as of December 31, 2024.

  13. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | Number | Number | | | Number | Market value | | | of Securities | of Securities | | | of shares | of shares | | | Underlying | Underlying | | | or units | or units | | | Unexercised | Unexercised | | | of stock | of stock | | | Options | Options | Option Exercise | Option Expiration | that have | that have | | Name | Exercisable (#) | Unexercisable (#) | Price ($) | Date | not vested (#) | not vested ($) | | Dror Bashan | | | | | 225,000 | 423,000 | | | 160,000 | — | 4.69 | 6/30/2029 | | | | | 421,875 | 328,125 | 1.03 | 9/7/2032 | | | | Eyal Rubin | | | | | 117,777 | 221,421 | | | 80,000 | — | 2.00 | 9/22/2029 | | | | | 196,875 | 153,125 | 1.03 | 9/7/2032 | | | | Yaron Naos | | | | | 109,284 | 205,454 | | | 5,000 | — | 17.20 | 3/25/2025 | | | | | 60,000 | — | 5.60 | 9/13/2028 | | | | | 122,656 | — | 3.59 | 8/11/2030 | | | | | 191,250 | 148,750 | 1.03 | 9/7/2032 | | | | | 8,333 | 91,667 | 1.10 | 9/23/2034 | | |

  14. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of our Company.

  15. Pay Versus Performance

    | | | | Average | | Value of Initial | | | | | | Summary | Average | Fixed $100 | | | | Summary | | Compensation | Compensation | Investment Based | | | | Compensation | Compensation | Table Total for | Actually Paid to | On Total | | | | Table Total for | Actually paid to | Non-CEO NEOs | Non-CEO NEOs | Stockholder | | | Year | Mr. Bashan (1) | Mr. Bashan (2) | (3) | (4) | Return (5) | Net Income (6) | | 2024 | $1,527,792 | $524,655 | $749,713 | $488,529 | $105.62 | $2,932,000 | | 2023 | $2,684,941 | $3,186,324 | $902,702 | $1,094,613 | 129.93 | $8,312,000 | | 2022 | $1,468,296 | $1,899,221 | $795,773 | $1,056,338 | 37.74 | $(14,927,000) |

  16. Pay Versus Performance

    (1)The dollar amounts reported are the amounts reported in the “Total” column of the Summary Compensation Table for Mr. Bashan, our President and Chief Executive Officer. (2)The dollar amounts reported represent the amount of “compensation actually paid” to Mr. Bashan, as computed in accordance with SEC regulations. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Bashan during the applicable year. In accordance with SEC regulations, the following adjustments were made to Mr. Bashan’s total compensation to determine the compensation actually paid:

  17. Pay Versus Performance

    | | | Less: Summary | | | | | Summary | Compensation | | Equals: | | | Compensation | Table Reported | | Compensation | | | Table Total for | Value of Equity | Plus: Equity Award | Actually paid to | | Year | Mr. Bashan | Awards (a) | Adjustments (b) | Mr. Bashan | | 2024 | $1,527,792 | $1,037,121 | $33,984 | $524,655 | | 2023 | $2,684,941 | $1,308,118 | $1,809,501 | $3,186,324 | | 2022 | $1,468,296 | $995,140 | $1,426,065 | $1,899,221 |

  18. Pay Versus Performance

    (a)Represents the aggregate grant-date fair value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b)The equity award adjustments for each applicable year were as set forth in the table below. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  19. Pay Versus Performance

    | | | | | | Fair Value | | | | | | | | | at the End | Value of | | | | | | | | of the Prior | Dividend | | | | | Year over Year | Year End | | Year of | Equivalents | | | | | Change in fair | Fair Value | Year over Year | Equity | Accrued or | | | | | Value of | of Vested | Change in Fair | Awards that | other Earnings | | | | Year End Fair | Outstanding | Equity | Value of Equity | Failed to | Paid on Stock | | | | Value of Unvested | and Unvested | Awards | Awards Granted | meet | Awards not | | | | Equity Awards | Equity Awards | Granted in | in Prior Years | Vesting | Otherwise | Total Equity | | | Granted in the | Granted in | the Covered | that Vested in the | Conditions | Reflected in | Award | | Year | Covered Year | prior Years | Year | Year | in the Year | Fair Value | Adjustments | | 2024 | $— | $5,049 | $329,950 | $(301,015) | $— | $— | $33,984 | | 2023 | $934,501 | $210,735 | $505,750 | $158,515 | $— | $— | $1,809,501 | | 2022 | $717,652 | $110,664 | $566,768 | $30,981 | $— | $— | $1,426,065 |

  20. Pay Versus Performance

    (3)The dollar amounts reported represent the average of the amounts reported for our Named Executive Officers as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The Named Executive Officers included for purposes of calculating the average amounts are Mr. Rubin and Mr. Naos. (4)The dollar amounts reported represent the average amount of “compensation actually paid” to the Named Executive Officers identified in footnote 3, as computed in accordance with SEC regulations. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the Named Executive Officers during the applicable year. In accordance with the SEC regulations, the following adjustments were made to average total compensation for the Named Executive Officers for each year to determine the compensation actually paid:

  21. Pay Versus Performance

    | | Average Reported | | | | | | Summary | Less: Summary | | Equals: Average | | | Compensation | Compensation Table Average | Plus: Average | Compensation | | | Table Total for | Reported Value of | Equity Award | Actually Paid to | | Year | Other NEOs | Equity Awards | Adjustments (a) | Other NEOs | | 2024 | $749,713 | $293,799 | $32,616 | $488,529 | | 2023 | $902,702 | $302,403 | $494,314 | $1,094,613 | | 2022 | $795,773 | $183,933 | $444,498 | $1,056,338 |

  22. Pay Versus Performance

    | (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  23. Pay Versus Performance

    | | | | | Year over | Fair Value at | Average Value | | | | | | Average Year | Year Average | the End of | of Dividend | | | | | Year over Year | End Fair | Change in | the Prior | Equivalents | | | | | Average | Value of | Fair Value of | Year of | Accrued or | | | | Average Year End | Change in fair | Vested | Equity | Equity | other Earnings | | | | Fair Value of | Value of | Equity | Awards | Awards that | Paid on Stock | | | | Unvested Equity | Outstanding and | Awards | Granted in | Failed to | Awards not | | | | Awards Granted | Unvested Equity Awards | Granted in | Prior Years | meet Vesting | Otherwise | Total Average | | | in the Covered | Granted in prior | the Covered | that Vested in | Conditions in | Reflected in | Equity Award | | Year | Year | Years | Year | the Year | the Year | Fair Value | Adjustments | | 2024 | $66,865 | $3,326 | $55,513 | $(93,089) | $— | $— | $32,616 | | 2023 | $317,561 | $89,197 | $22,868 | $64,688 | $— | $— | $494,314 | | 2022 | $330,120 | $36,648 | $67,913 | $9,817 | $— | $— | $444,498 |

  24. Pay Versus Performance

    (5)Cumulative TSR is the value of a $100 investment in our common stock calculated by dividing the difference between the per share price of our common stock at the end of each year shown and the beginning of the measurement period by the per share price of our common stock at the beginning of the measurement period. (6)The dollar amounts reported represent the amount of net income reflected in our Consolidated Statements of Income included in our Annual Report on Form 10-K for the applicable fiscal year.

  25. Relationship Between Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Net Income (Loss)

    Relationship Between Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Net Income (Loss) Compensation actually paid to Mr. Bashan during the year ended December 31, 2024 was approximately $0.5 million, a decrease of approximately $2.7 million from approximately $3.2 million for the year ended December 31, 2023. Average compensation actually paid to our Non-CEO Named Executive Officers for the years ended December 31, 2024 was approximately $0.5 million, a decrease of approximately $0.6 million from approximately $1.1 million for the year ended December 31, 2023. For the year ended December 31, 2024, our TSR was $105.62, a decrease of 18.7%, compared to TSR of $129.93 for the year ended December 31, 2023. Our net income for the year ended December 31, 2024 was $2.9 million compared to net income of $8.3 million over the same period in 2023. Compensation actually paid to Mr. Bashan and to our Non-CEO Named Executive Officers as a group is not directly correlated with our TSR or our net income (loss) over the three years presented in the above tables. Over the course of fiscal year 2022 and the first half of fiscal year 2023, we focused primarily on the clinical and regulatory development and approval of pegunigalsidase alfa. During the second half of fiscal year 2023 through fiscal year 2024, we shifted our focus to the support of our commercial partner’s launch efforts post approval, and redirecting our R&D and clinical resources towards the strengthening of our pipeline of product candidates, including but not limited to, our leading drug candidate, PRX-115 (pegylated Uricase for the potential treatment of uncontrolled Gout). Accordingly, TSR and net income (loss), as performance measures, are not directly correlated to our executive compensation determinations. As increases in the market price of our common stock correspond to increases in the fair market value of our equity grants, the calculation of compensation actually paid with respect to equity grants held by Mr. Bashan and to our Non-CEO Named Executive Officers increases in a like manner. In the year ended December 31, 2023, given the approval of pegunigalsidase alfa for adult patients with Fabry disease by both the FDA and the EMA, the advancement in the clinical development of our PRX-115 drug candidate and strengthening of our Company’s liquidity and cash position, the Compensation Committee of our Board of Directors elected to award to Mr. Bashan and to our Non-CEO Named Executive Officers, as well as other officers and employees of our Company, an annual cash bonus and a one-time special cash bonus for such positive achievements. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.

  26. Potential Payments upon Termination or Change-in-Control/Corporate Transaction

    Potential Payments upon Termination or Change-in-Control/Corporate Transaction Each of our Named Executive Officers (while they remain employed by the Company) is entitled to be insured by Protalix Ltd. under a Manager’s Policy in lieu of severance upon termination. The intention of such Manager’s Policies is to provide our officers with severance protection of one month’s salary for each year of employment. The following payments would be payable in connection with a change of control of the Company: $1.0 million to the President and Chief Executive Officer and $400,000 to each of the other Named Executive Officers, subject to certain terms and conditions. In addition to the foregoing, the vesting periods of outstanding options held by our Named Executive Officers are accelerated upon a change of control. Had we experienced a change of control on December 31, 2024, the value of the acceleration of the vesting period of the options and shares held by Mr. Bashan would have been $0.8 million; the value of the acceleration of the vesting period of the options and shares held by Mr. Rubin would have been $0.4 million and the value of the acceleration of the vesting period of the options and shares held by Mr. Naos would have been $0.3 million.