Dana Yaacov-Garbeli
ENTXAbout Dana Yaacov-Garbeli
Dana Yaacov-Garbeli (age 41) is Chief Financial Officer of Entera Bio (ENTX). She became Israel-based CFO in June 2019 and the Company’s CFO in July 2022, after serving as a Senior Manager at PwC Israel; she holds a B.A. in accounting and business management, an MBA in financial management (The College of Management Academic Studies), and is a CPA in Israel . In 2024, ENTX’s TSR (value of initial $100) improved from $21 to $212, while net loss increased modestly to $9.5M, aligning executive “pay actually paid” increases with share performance in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Entera Bio Ltd. | Israel-based Chief Financial Officer (principal accounting officer) | Jun 2019–Jul 2022 | Led finance and accounting under US GAAP/IFRS/PCAOB standards . |
| PwC Israel | Senior Manager (audits of public/private multinationals) | Not disclosed | Oversaw audits; financial planning and operations experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| A2Z Finance Ltd. | Partner; provides outsourced CFO/consulting services (consulting counterparty to ENTX) | Not disclosed | Provides CFO services to ENTX under consulting agreement . |
Fixed Compensation
- Structure: CFO engaged via consulting agreement with A2Z (amended multiple times). Either party may terminate on 30 days’ notice; Company can terminate immediately for limited causes; includes customary non-disclosure and non-compete covenants .
- 2025 change (subject to shareholder approval): Annual cash consideration of $251,983 effective April 1, 2025 under the consulting agreement .
Multi-year compensation (reported):
| Year | Salary ($000s) | Bonus ($000s) | Option Awards ($000s) | RSU Awards ($000s) | All Other ($000s) | Total ($000s) |
|---|---|---|---|---|---|---|
| 2024 | 226 | - | 158 | 54 | - | 438 |
| 2023 | 193 | 118 | - | - | 311 |
Performance Compensation
Equity and bonus-in-kind awards (recent and proposed):
| Instrument | Grant/Effective Date | Amount | Price/Terms | Vesting | Notes |
|---|---|---|---|---|---|
| Options | Apr 19, 2024 | 130,000 | $1.99 strike | 3 years: 1/3 at 12 months from 4/19/24; remaining 2/3 quarterly over next 2 years; expires 4/19/2034 | 100% vest on Change in Control if continuing service at close . |
| RSUs (in lieu of 2023 cash bonus) | Apr 19, 2024 | 30,151 | — | 4 equal quarterly installments over 12 months from 4/19/24 | 100% vest on Change in Control if continuing service . |
| Options (proposed “2025 Options”) | Apr 28, 2025 | 130,000 | $2.28 strike | 3 years: 1/3 at 12 months from 4/28/25; remaining 2/3 quarterly over next 2 years; expires 4/28/2035 | 100% vest on Change in Control if continuing service at close . |
| RSUs (in lieu of 2024 cash bonus) | Apr 28, 2025 | 26,316 | — | 4 equal quarterly installments over 12 months from 4/28/25 | 100% vest on Change in Control if continuing service . |
Notes on performance metrics:
- ENTX’s compensation policy sets that annual bonuses are primarily based on measurable and quantifiable objectives and up to 20% qualitative assessment; however, specific CFO metric weightings/targets for 2023–2024 were not disclosed. RSUs were granted in lieu of cash bonuses to preserve cash .
Equity Ownership & Alignment
Beneficial ownership (as of May 8, 2025):
| Holder | Total Shares Beneficially Owned | % Outstanding | Composition |
|---|---|---|---|
| Dana Yaacov-Garbeli (CFO) | 408,500 | <1% | 86,729 Ordinary Shares + 321,771 options . |
Outstanding equity awards at 12/31/2024:
| Award Type | Exercisable | Unexercisable | Expiration | Vesting Details |
|---|---|---|---|---|
| Option | 35,000 | - | 06/25/2030 | Vested. |
| Option | 105,000 | 15,000 | 04/21/2031 | 2 equal quarterly installments from 01/16/2025 . |
| Option | 19,688 | 15,313 | 03/31/2032 | 5 equal quarterly installments from 03/31/2025 . |
| Option | 71,250 | 118,750 | 04/24/2033 | 10 equal quarterly installments from 01/24/2025 . |
| Option | - | 130,000 | 04/19/2034 | 25% 04/19/2025; remaining 75% in 8 quarterly installments . |
| RSU | 15,076 | 15,076 | — | 2 equal quarterly installments from 01/19/2025 . |
Alignment and restrictions:
- Hedging and pledging of ENTX securities are prohibited for officers/directors (extends one year post-termination) unless specifically approved; indicates strong alignment and risk control .
- Clawback policy adopted Nov 30, 2023, compliant with Rule 10D-1/Nasdaq; 3-year lookback for restatements .
Employment Terms
- Engagement: Consulting agreement with A2Z Finance Ltd. (June 2019; amended 2020, 2021, 2023). 30-day termination by either party; immediate termination for limited causes; includes non-disclosure and non-compete covenants .
- Cash Consideration: $193,200 (2022–2023); $225,000 (2024); proposed $251,983 effective April 1, 2025, under existing consulting arrangement .
- Equity/Bonus: 2024 options/RSUs detailed above; proposed 2025 options/RSUs subject to shareholder approval .
- Change of Control: 2024 and proposed 2025 awards provide for 100% vesting acceleration at consummation if still providing services (single-trigger CIC vesting) .
- Policies: Company-wide prohibitions on hedging/pledging; SEC/Nasdaq-compliant clawback policy in effect .
Compensation Structure Analysis
- Cash vs Equity Mix (trend): No annual cash bonuses in 2023–2024; RSUs granted in lieu of bonuses, conserving cash and increasing equity-at-risk exposure .
- 2025 Proposal: Increases cash consideration to $251,983 and adds new equity (130k options; 26,316 RSUs) to address below-market pay from comparative studies, aimed at retention; proposals require shareholder approval as they are outside current policy ranges prior to amendments .
- Risk/Alignment: Single-trigger CIC acceleration increases potential overhang; however hedging/pledging bans and clawback improve governance alignment .
Performance & Track Record
- Tenure outcomes linkage: Pay-versus-performance disclosure shows CAP rising alongside TSR recovery in 2024 (TSR $21→$212; PEO and Non-PEO CAP rose in 2024), indicating higher equity value alignment when stock appreciated; net loss increased modestly year-over-year .
- CFO Background: 17+ years finance/accounting experience; prior PwC Israel Senior Manager; broad GAAP/IFRS/PCAOB competencies relevant to a clinical-stage biotech .
Governance, Say-on-Pay, and Policy
- 2025 Proxy Proposals: Proposal Four submits CFO compensation terms for shareholder ratification; Proposal Five seeks approval of an Amended Compensation Policy; Proposal Six is the advisory say-on-pay vote .
- Compensation Committee uses independent consultant (Deloitte network) and conducts benchmarking (2023, 2025) .
- Insider trading policy and compliance processes disclosed; Section 16(a) filings timely in 2024 .
Investment Implications
- Near-term supply/technical: RSUs of 26,316 vest quarterly from April 28, 2025 through April 28, 2026; potential modest, programmatic selling to cover taxes/liquidity needs; options are long-dated and vest over three years, deferring selling pressure unless in-the-money .
- Retention risk mitigants: 2025 cash increase and fresh equity awards address below-market pay highlighted in benchmarking; CIC single-trigger acceleration enhances perceived value but could reduce stickiness in an M&A scenario .
- Alignment: Low direct ownership (<1%) but substantial option exposure and prohibition on hedging/pledging; clawback in place; RSU-in-lieu-of-bonus structure signals cash preservation and equity alignment in 2023–2025 .
- Governance watch items: Single-trigger CIC vesting on 2024/2025 awards; proposed policy threshold increases (equity caps) to align with market—monitor shareholder reception at the 2025 AGM and subsequent Form 8-K vote results .