Gerald Lieberman

About Gerald Lieberman

Gerald Lieberman, age 78, has served on Entera Bio’s Board since April 2014 and has been Chairman since July 2019. He is an independent director under Nasdaq rules. He holds a B.S. in business (Beta Gamma Sigma honors) from the University of Connecticut and has deep financial and operational leadership experience across asset management, brokerage, banking, and pharmaceuticals .

Past Roles

External Roles

Board Governance

• Board leadership: Chairman of the Board (separate from CEO); Board explicitly separates Chair and CEO roles to reinforce independent oversight .
• Independence: Board determined Lieberman is independent under Nasdaq standards; all board committees are composed entirely of independent directors .
• Committee assignments: Lieberman is not listed as a member of the Audit, Compensation, Nominating & Corporate Governance, or Scientific Advisory Committees. Current committee chairs are: Audit—Gerald M. Ostrov; Compensation—Yonatan Malca; Nominating—Haya Taitel .
• Attendance and engagement: In 2024, the Board held seven meetings; each director attended at least 75% of aggregate Board and committee meetings. Independent directors meet in regular executive sessions without management present .
• Term/class: Class III director; Class III terms expire at the 2026 annual meeting .

Fixed Compensation (Non‑Employee Director FY2024)

Entera shifted to grant fully vested Ordinary Shares quarterly in lieu of cash director fees, effective retroactively to January 1, 2024, with share value equivalent to cash compensation based on average daily closing prices for the quarter .

Notes:

• Equity awards reflect fully vested Ordinary Shares granted in lieu of cash fees during 2024, based on grant-date market value .
• Option award values reflect grant-date fair value expense under ASC 718 .

Performance Compensation

• No performance-based cash bonuses, PSUs, or disclosed measurable performance metrics apply to non‑employee director compensation. Director packages consist of board/committee fee equivalents and equity-based awards, with chair roles eligible for additional annual payments per policy .
• Clawbacks: Company adopted an Executive Officer Clawback Policy in 2023; Appendix A further requires Office Holders (including directors per Companies Law definition) to return incentive compensation upon restatement, and prohibits hedging/pledging of company securities by officers and directors .

Other Directorships & Interlocks

• Related‑party controls: Israeli Companies Law requires Audit Committee/Board/shareholder approval for Extraordinary Transactions; the proxy outlines procedures and thresholds. No specific related‑party transactions involving Lieberman are disclosed in the proxy’s related‑party section .

Expertise & Qualifications

• Financial and operational leadership across asset management, banking, and brokerage; prior CFO and COO roles indicate deep finance, controls, and governance competence .
• Education: B.S. in business, Beta Gamma Sigma honors (University of Connecticut) .
• Board financial expert designation: The proxy identifies Ellis, Ostrov, and Malca as having accounting/financial expertise under Israeli regulations; Lieberman is not designated as such .

Equity Ownership

Beneficial ownership as of May 8, 2025 (percentages based on 45,452,167 shares outstanding) :

Options outstanding (non‑employee directors) as of December 31, 2024:

Policy alignment:

• Hedging & pledging of director and officer securities is prohibited; exceptions require Compensation Committee and Board approval .
• Section 16(a) compliance: All reporting persons timely filed required ownership reports for 2024 per company review .

Governance Assessment

• Board effectiveness: Separation of Chair and CEO roles enhances independent oversight; Lieberman’s long tenure and cross‑industry leadership support board stewardship in financing and strategic matters .
• Independence and committee structure: Board/committee independence affirmed; however, Lieberman is not on key committees (Audit, Compensation, Nominating), which may limit direct committee‑level influence, balanced by his Chair role .
• Attendance/engagement: ≥75% attendance and regular executive sessions indicate baseline engagement; as Chair, he signs proxy materials and leads Board processes .
• Pay‑for‑performance alignment (directors): Shift from cash to fully vested share grants increases equity linkage and conserves cash, aligning director incentives with shareholders without introducing performance gaming; option values are modest at micro‑cap scale .
• Conflicts risk: Concurrent Teva directorship and advisory roles present potential for information interlocks; Israeli Companies Law and Entera’s processes provide robust related‑party controls. No Lieberman‑specific related‑party transactions are disclosed, reducing immediate red‑flag risk .
• RED FLAGS: None disclosed regarding hedging/pledging (prohibited), option repricing, related‑party transactions involving Lieberman, or attendance shortfalls. Monitor ongoing external roles for emergent conflicts, and any equity award structural changes .

Say‑on‑Pay & Shareholder Feedback (Context)

High advisory support signals investor acceptance of compensation practices and policy framework, indirectly supporting board governance credibility .

Committee Landscape (Reference)

• Audit Committee: Chair Gerald M. Ostrov; members Yonatan Malca, Sean Ellis; Ostrov designated “audit committee financial expert” .
• Compensation Committee: Chair Yonatan Malca; members Gerald M. Ostrov, Haya Taitel; retained independent consultant (Deloitte affiliate) for benchmarking in 2023 and 2025 .
• Nominating & Corporate Governance Committee: Chair Haya Taitel; member Sean Ellis .
• Scientific Advisory Committee: Chair Miranda Toledano; members Yonatan Malca, Haya Taitel .

Key Policies and Protections

• Israeli Companies Law governance framework (duties, related‑party approvals, Extraordinary Transactions) explicitly described and applied, with Audit Committee oversight of related‑party matters .
• Clawback policy (Rule 10D‑1) and Companies Law clawback in Appendix A; hedging/pledging prohibitions for directors/officers .

Summary Implications for Investors

• Alignment: Equity in lieu of cash for directors and anti‑hedging/pledging strengthen alignment; Lieberman’s significant option/stock ownership provides “skin‑in‑the‑game” .
• Oversight: Independent Chair structure and high meeting attendance support governance quality; committee independence is robust even though Lieberman is not on committees .
• Conflict Monitoring: External roles at Teva and Reverence warrant ongoing monitoring; current proxy shows no related‑party transactions involving Lieberman .