Bezeq Seeks to Grant $10 Million in Stock Options to Two Senior Executives

Israeli telecommunications company Bezeq is proposing to grant stock options valued at approximately NIS 10 million to its Chairman, Tomer Ra'abad, and CEO, Nir David. The proposal requires approval from Bezeq's shareholders at a meeting scheduled for December 21. Ra'abad is slated to receive around 2.98 million non-tradable options with a fair value of NIS 4 million, while David is to be granted approximately 4.46 million non-tradable options valued at NIS 6 million. Bezeq stated that the fair value was determined by an external appraiser using the Monte Carlo model.

The options will vest in three installments, with the first tranche maturing in November 2027, and subsequent tranches vesting annually thereafter, contingent on certain conditions. The exercise prices for the options are set at NIS 7.11 and NIS 7.82 per share, based on a 30-day trading average, with the current share price hovering around NIS 7. Bezeq justified the allocation to Ra'abad by citing an increase in his role from 85% to 100% of his time without a change in his terms or monthly salary. The board believes this represents a "very unusual deviation" of NIS 1 million but deems it reasonable and justified given Ra'abad's crucial role in leading strategic initiatives.

Regarding David, the company noted his proven ability to drive business success, enhance competitive standing, and lead key technological and business advancements, such as expanding the fiber optic network. Bezeq asserts that these grants will benefit the company and provide appropriate incentives. The proposal needs approval from a majority of shareholders who are not personally interested in the outcome, with dissenting votes not exceeding 2% of total voting rights.