Hachsharat HaYishuv Approves Executive Compensation Policy After Concessions
Translated & summarized from Calcalist by baba
Hachsharat HaYishuv's shareholders approved an executive compensation policy after the company reduced proposed pay for CEO Ofer Nimrodi. The policy, initially rejected twice, passed with 60% of the vote following concessions that swayed major institutional investor Menora and minority shareholder Morris Willner. Nimrodi's maximum potential annual compensation was lowered from NIS 10.3 million to NIS 7 million.
The story in 5 lines · by baba
- Hachsharat HaYishuv shareholders approved an executive compensation policy after concessions were made.
- CEO Ofer Nimrodi's maximum potential annual pay was reduced from NIS 10.3 million to NIS 7 million.
- Major institutional investor Menora and minority shareholder Morris Willner supported the revised policy.
- The policy passed with 60% of the vote, overcoming previous rejections in 2020 and 2023.
- The company reduced compensation caps and reinstated restrictions on special bonuses for Nimrodi.
Hachsharat HaYishuv has successfully secured shareholder approval for its executive compensation policy on the third attempt, following rejections in 2020 and 2023. The company achieved this by significantly reducing the proposed compensation for its CEO and controlling shareholder, Ofer Nimrodi, and securing the support of Menora, the largest institutional shareholder holding 6.2% of the company's stock. Menora had previously joined other institutional investors, who collectively hold 19%, in opposing the policy due to concerns about excessive compensation caps and a lack of performance-based incentives.
The breakthrough came after Hachsharat HaYishuv negotiated with shareholders and made substantial concessions. The initial proposal sought a fixed compensation ceiling of nearly NIS 4 million for Nimrodi, plus annual bonuses and equity awards, potentially reaching NIS 10.3 million annually. This also included removing a clause that would have allowed for special bonuses. The revised policy lowers the annual bonus cap to NIS 3 million, eliminates the possibility of equity awards, and reinstates the restriction on special bonuses, reducing Nimrodi's maximum potential annual compensation to NIS 7 million.
These adjustments were crucial in swaying Menora and Morris Willner, a significant minority shareholder who has increased his stake to 14.7%, to support the policy. Their combined backing, representing 98% of the supporting votes, secured the necessary 60% majority for approval, with 40% voting against it. This marks a departure from previous instances where the company's board of directors overrode shareholder opposition.
Hachsharat HaYishuv stated that the revised policy reflects a balance between shareholder concerns and the need to attract and retain talented management. The company emphasized its commitment to maintaining open communication with shareholders and respecting their positions on significant matters. The approval also comes amid increased scrutiny and stricter guidelines from regulatory bodies regarding the use of board-level overrides.