Na'uy Group Seeks Approval for New CEO's Multi-Million Shekel Compensation Package

Na'uy Group, a non-bank credit company, is seeking shareholder approval for the compensation package of its incoming CEO, Tzachi Artzi, who will replace controlling shareholder Dori Na'uy. Artzi, currently head of real estate and construction at Bank Leumi's business division, is set to take over next year after a cooling-off period. His estimated annual compensation is NIS 4 million, plus a NIS 600,000 signing bonus for his first year and travel expenses. The fixed salary will be NIS 2 million annually, with an additional NIS 2 million tied to performance-based rewards. The signing bonus, equivalent to 4.4 monthly salaries, requires separate investor approval as it falls outside the company's standard compensation policy.

Last week, Na'uy announced Dori Na'uy's retirement as CEO after 16 years, with Artzi stepping in. Following his departure from the CEO role, Dori Na'uy will become deputy chairman of the board, working two-thirds time. Board chairman Shahar Oshri will continue in his position. A shareholder meeting is scheduled for October 20 to approve Artzi's terms and new compensation for Dori Na'uy.

Dori Na'uy's current annual compensation is NIS 4.4 million. His new fixed salary will be NIS 1.32 million, with no variable compensation, but he will receive NIS 250,000 annually for expenses. The company-provided car, valued at NIS 500,000, will remain with him. Shareholders will also vote on a NIS 5.5 million stock-based payment for Chairman Shahar Oshri, involving the allocation of nearly 800,000 restricted stock units (RSUs) representing about 2.4% of the company upon full dilution. These RSUs will vest over seven years, with annual installments from December 2026 to December 2032. This allocation also deviates from the company's remuneration policy, increasing Oshri's annual compensation cost to NIS 9.6 million, a 140% rise from his projected NIS 4 million in 2025.

Na'uy's stock has fallen nearly 8% in the past year, while the broader TA Finance index has risen 48%. The company's market value is NIS 1.6 billion. This underperformance is attributed to investor concerns about Na'uy's significant exposure to real estate projects amid a slowdown in the construction sector.