Carasso Motors External Director Faces Shareholder Test Over Pay Overrule
Carasso Motors faces a critical shareholder vote regarding external director Varda Triers, as institutional investors weigh accountability over controversial executive pay overrides.
In October 2024, Carasso Motors bypassed its shareholders' meeting to approve options worth 11.7 million NIS for CEO Itzik Weitz, despite an 80% opposition from minority shareholders. External directors Varda Triers and Yekutiel Gavish played a decisive role in the decision. While Gavish failed to secure re-election after losing the support of institutional investors, Triers now faces a similar test as the company prepares for a crucial shareholders' meeting.
The Institutional Crackdown on Overruling
The pushback by institutional investors against external directors who support overruling executive pay packages has proven largely successful. After peaking at 16 cases in 2022 and 22 in 2023, the practice dropped sharply to just 7 cases in 2024, alongside stricter guidelines introduced by the Israel Securities Authority and the Attorney General in December 2024.
"Institutional investors have made it clear that directors who enable the bypassing of minority shareholders will face consequences at the ballot box."
Evolving Corporate Governance Standards
While some institutional bodies have softened their stance in certain cases—allowing the reappointment of specific directors after direct dialogues—the underlying message has largely taken root. Major companies are increasingly negotiating compensation packages in advance to avoid triggering board-level confrontations.