Sol-Gel Technologies Ltd

Background

On September 1, 2024 our founder and current CEO, Dr. Alon Seri-Levy resigned from his position as Chief Executive Officer and Director of the Company effective as of December 31, 2024.

Mr. Moshe Arkin has served as the Chairman of the Board since 2014, and is the Company's controlling shareholder, holding through his wholly owned subsidiary, M. Arkin Dermatology Ltd. approximately 64.86% of the Company's outstanding shares. Following the resignation of Dr. Alon Seri-Levy, our departing CEO, the Board has determined that appointing Mr. Arkin as interim CEO will provide stability and continuity of leadership during this transition period.

Mr. Arkin has served as chairman of our Board of Directors since 2014. In May 2022 Mr. Arkin's title was changed to Executive Chairman to reflect Mr. Arkin’s expanded role at the Company. Mr. Arkin currently sits on the board of directors of several private pharmaceutical and medical device companies including SoniVie Ltd., a company developing systems for the treatment of pulmonary arterial hypertension, Digma Medical, a company developing systems to treat insulin resistance present in type 2 diabetes and other metabolic syndrome diseases, and Valcare Medical, a company developing heart valve devices. From 2005 to 2008, Mr. Moshe Arkin served as the head of generics at Perrigo Company and from 2005 until 2011 as the vice chairman of its board of directors. Prior to joining us, Mr. Arkin served as a director of cCAM Biotherapeutics Ltd., a company focused on the discovery and development of novel immunotherapies to treat cancer from 2012 until its acquisition in 2015 by Merck & Co., Inc. Mr. Arkin served as chairman of Agis Industries Ltd. from its inception in 1972 until its acquisition by Perrigo Company in 2005. Mr. Arkin holds a B.A. in psychology from the Tel Aviv University, Israel.

Under the Companies Law, companies incorporated under the laws of the State of Israel that are “public companies,” including companies with shares listed on The Nasdaq Global Market, the appointment of a Chief Executive Officer who is also the Chairman of the Board of Directors requires shareholder approval. The Companies Law further provides that the term of such appointment be limited for a period of three years.

The proposed appointment of Mr. Arkin as interim CEO is temporary and limited to a maximum term of 12 months commencing on January 1, 2025. This fixed duration ensures a clear timeline for leadership transition and. The Board retains the right to terminate this interim appointment earlier if a suitable permanent CEO is identified and appointed before this 12-month period expires. Any extension beyond the 12-month period, if deemed necessary, would require separate shareholder approval.

Mr. Arkin does not receive and will not receive any form of compensation for his roles as Executive Chairman of the Board and interim CEO and will only be reimbursed for reasonable out-of-pocket expenses directly related to his duties as Executive Chairman and interim CEO, in accordance with the Company's standard expense reimbursement policies.

The Company corporate governance practices include an Audit Committee that fully complies with both the independence requirements under the Israeli Companies Law and the NASDAQ listing rules. This committee will continue to review and approve all interested party transactions as required by law, oversee financial reporting and internal controls, and engage with external auditors. In addition Mr. Ran Gottfried acts as the Company’s Lead Independent Director. During the interim period during which Mr. Arkin will serve as interim CEO, Mr. Gottfried will continue to serve as a liaison between the independent directors and the Executive Chairman/interim CEO and will continue to have the authority to call meetings of the independent directors. The Company will also continue its existing practice of holding regular executive sessions of independent directors without management present, and additional sessions may be called as needed by the Lead Independent Director. These sessions will provide a forum for open discussion on Company performance, strategy, and governance matters.