📄 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Pluri Inc. (PLUR). Think of it as the official "meeting agenda and information packet" sent to shareholders before an annual meeting. It tells you what will be voted on, who is running the company, how the bosses are paid, and how the company is governed. Shareholders need this to make informed voting decisions.

👉 Why it matters: This document is your window into the company's leadership and governance. It shows you who is in charge, how they are compensated, and whether shareholders are being asked to approve the right auditors and directors.

🗓️ The Big Meeting: Key Details

Pluri is holding its Annual Meeting of Shareholders on June 15, 2026, at 4:00 p.m. local time at their offices in Haifa, Israel. If an in-person meeting isn't feasible, they'll announce alternative arrangements.

Shareholders who owned stock on the Record Date of April 23, 2026 get to vote. On that date, there were 10,774,666 shares outstanding, each with one vote.

What Shareholders Are Voting On:

1. Elect five directors to the Board.
2. Ratify the selection of Kesselman & Kesselman (PwC Israel) as the independent auditor for the fiscal year ending June 30, 2026.
3. Any other business that comes up at the meeting.

👥 Meet the Leadership: Director Nominees

The Board has five nominees for election. Here’s a quick snapshot of their backgrounds:

• Alexandre Weinstein (Chairman): A veteran pharmaceutical/biotech investor and former CEO of CFR Pharmaceuticals. Brings deep strategic and investment experience.
• Eitan Ajchenbaum (Audit Chair): A seasoned CFO (ex-Berkshire Hathaway Guard) and CPA with 30+ years in finance, risk management, and governance.
• Rami Levi: Founder of a strategic advisory firm with expertise in planning and public-sector engagement.
• Maital Shemesh-Rasmussen: An expert in health-tech commercialization and marketing, with senior roles at Roche and Oracle.
• Yaky Yanay (CEO): The company’s long-time leader, serving as CEO since 2019 and in various executive roles since 2006. He is deeply familiar with all operations.

👉 Key Takeaway: The Board mix combines deep pharma/biotech expertise (Weinstein, Shemesh-Rasmussen), strong financial and governance oversight (Ajchenbaum), strategic planning (Levi), and institutional knowledge from the CEO (Yanay).

🏛️ Governance & Board Changes

• New Chairman: Alexandre Weinstein became Chairman of the Board on December 4, 2025. Former Chairman Zami Aberman chose not to seek re-nomination after serving since 2005.
• Board Committees: The Board has four key committees: Audit, Compensation, Investment, and Nominating.
• Recent Compliance Issue: The company temporarily didn't meet Nasdaq rules for having enough independent directors on its Audit Committee after one director left. They fixed this by appointing the independent Eitan Ajchenbaum as the new Audit Chair, regaining compliance by September 2025.

💰 Executive Compensation: The Paycheck Breakdown

The proxy details pay for the CEO (Yaky Yanay) and CFO (Liat Zalts, who took over in Oct 2024). The numbers are for the fiscal year ended June 30, 2025.

CEO Yaky Yanay's 2025 Total Compensation: $1,502,758

• Salary: $441,816
• Bonuses: $81,500
• Stock Awards: $944,341
• Other (car, phone): $35,101
• 💡 Note: He agreed to forgo 25% of his cash salary for six months starting July 2025 to support cost management.

CFO Liat Zalts's 2025 Total Compensation: $589,680

• She became CFO on October 1, 2024, so this represents a partial year.
• Salary: $194,637
• Stock Awards: $381,321
• Other (car, phone): $13,722

👉 Key Trend: A significant portion of executive pay is in stock awards (RSUs), aligning their interests with shareholders. The CEO's voluntary salary reduction and other cost-saving measures (like deferred cash pay for directors and executives in late 2025) signal a focus on financial discipline.

🔮 What's Next: Signals & Strategy

• Leadership Transition: With a new, internationally experienced Chairman (Weinstein) and a long-tenured CEO (Yanay), the company is signaling a blend of fresh strategic oversight and deep operational continuity.
• Financial Prudence: The repeated salary reductions and equity-based compensation swaps for executives show a company actively managing cash and focusing on long-term value creation over short-term cash payouts.
• Subsidiary Focus: Several directors also sit on the board of Pluri Biotech, hinting at the strategic importance of this subsidiary to the overall business.

⚖️ Strengths & Risks

👍 Strengths:

• Experienced Board: Directors have strong backgrounds in pharma, finance, and commercialization.
• Aligned Compensation: Heavy use of stock-based pay ties leadership rewards to shareholder success.
• Proactive Governance: They quickly addressed a Nasdaq compliance issue.

⚠️ Risks:

• Financial Performance: The "Pay vs. Performance" table shows the company had a Net Loss of $23.25 million in FY2025. The path to profitability is a key focus.
• CEO Reliance: The company has deep reliance on CEO Yaky Yanay, who has been with the company for nearly two decades. Succession planning will be important.
• Cost Pressures: The need for executive salary cuts indicates the company is carefully managing its expenses, which could reflect broader operational or market challenges.

🧠 The Analogy

Think of this proxy statement as Pluri Inc.'s annual "corporate health check-up" report for its owners (the shareholders). The meeting is the annual physical where shareholders get to "approve the doctor" (the auditor), "review the health plan" (governance), and "evaluate the care team" (the Board and executives). The detailed compensation section shows how the "team" is incentivized to get the best "health outcomes" (shareholder value).

🧩 Final Takeaway

Pluri Inc. is undergoing a leadership refresh at the Chairman level while maintaining operational stability with its long-serving CEO. The company is emphasizing cost-consciousness and equity-aligned pay during a period of financial losses. Shareholders are being asked to approve a board with strong biotech and financial expertise to steer the company forward.