Gerald Ostrov
ENTXAbout Gerald M. Ostrov
Gerald M. Ostrov (age 75) has served as an independent director of Entera Bio Ltd. since January 2019; he is a Class III director and currently chairs the Audit Committee. He holds a B.S. from Cornell University and an M.B.A. from Harvard Business School, and is designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bausch & Lomb | Chairman & CEO | 2008–2010 | Led stabilization, streamlining and pipeline building post go‑private transaction |
| Johnson & Johnson | Company Group Chairman, Worldwide Vision Care | 1998–2006 | Senior leadership in global vision care businesses |
| Johnson & Johnson | Company Group Chairman, Consumer & Personal Care (North America) | 1991–1998 | Rapid rise to group chair; consumer business leadership |
| CIBA Consumer Pharmaceuticals | President | 1982–1991 | Business leadership in consumer pharmaceuticals |
| Johnson & Johnson (Health Care Division) | Various roles | 1976–1982 | Early career in healthcare division |
| Procter & Gamble | Early career roles | 1973–1976 | Foundational consumer products experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Synergio (private) | Director | Current | Private company directorship |
| Addon Optics (private) | Director | Current | Private company directorship |
| Nuvo Group Ltd. (private) | Director | Current | Private company directorship |
Board Governance
- Independence: The Board affirmed Ostrov’s independence under SEC and Nasdaq rules; all Board committees are composed entirely of independent directors.
- Board structure: Ostrov is a Class III director; Board separates Chair and CEO roles.
- Audit Committee: Chair (Ostrov); members Malca and Ellis. All members financially literate; Ostrov designated “audit committee financial expert.” The Audit Committee held 4 meetings in 2024.
- Compensation Committee: Member alongside Chair Yonatan Malca and Haya Taitel. Held 1 meeting in 2024.
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; independent directors meet in regular executive sessions.
Committee Assignments
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 4 | Financial expert designation; oversees auditors, internal control, compliance |
| Compensation | Member | 1 | Reviews director pay; uses consultants; sets executive/director compensation framework |
| Nominating & Corporate Governance | Not listed as member | — | Committee currently chaired by Haya Taitel; composition Taitel and Ellis |
Fixed Compensation
Director compensation structure emphasizes equity to preserve cash and align interests; quarterly grants of fully vested Ordinary Shares replaced cash payments effective retroactive to January 1, 2024. Option awards are expensed per ASC 718.
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees | $30,000 | $0 (fully replaced by equity grants) |
| Equity awards (fully vested shares) | — | $50,803 |
| Option awards (ASC 718 expense) | $90,966 | $57,162 |
| Total | $120,966 | $107,965 |
Notes:
- Equity awards value equals cash compensation for board and committee service, based on average daily closing price each quarter; pro‑rated for partial quarter service.
- Director fees and chair fees are embedded within the equity grant value; not separately itemized in the proxy.
Performance Compensation
Directors do not receive performance‑based bonuses; equity grants for directors were fully vested, and option awards generally vest based on time and plan terms.
| Performance‑Linked Elements in Director Pay | Disclosure |
|---|---|
| Annual cash bonus | None disclosed for directors |
| Performance stock units (PSUs) | None disclosed for directors; quarterly grants were fully vested Ordinary Shares |
| Option vesting performance conditions | Vesting conditions set by plan administrators; plan permits standard time‑based vesting and provides change‑in‑control discretion (e.g., acceleration, cash‑out) |
Other Directorships & Interlocks
| Type | Company | Role | Interlock/Conflict Noted |
|---|---|---|---|
| Public company board | — | — | None disclosed |
| Private board | Synergio | Director | None disclosed |
| Private board | Addon Optics | Director | None disclosed |
| Private board | Nuvo Group Ltd. | Director | None disclosed |
- Related‑party transactions: The proxy details Israeli law processes for related‑party approvals; no transactions involving Ostrov were disclosed.
Expertise & Qualifications
- Designated Audit Committee financial expert; Board determined Ostrov has accounting and financial expertise under Israeli Companies Law.
- Education: B.S. Cornell; M.B.A. Harvard.
- Domain experience: Senior leadership in global healthcare, medical devices, and consumer products; prior CEO experience at Bausch & Lomb.
Equity Ownership
Security ownership as of May 8, 2025:
| Holder | Ordinary Shares | % of Outstanding | Notes |
|---|---|---|---|
| Gerald M. Ostrov | 435,612 | <1% | Includes (i) 46,936 Ordinary Shares and (ii) 388,676 Ordinary Shares underlying options; outstanding shares total 45,452,167 |
Director equity derivative positions:
| Instrument | Quantity | Date/Context |
|---|---|---|
| Options outstanding (director aggregate) | 374,421 | As of Dec 31, 2024; non‑employee director options outstanding |
| Options counted in beneficial ownership | 388,676 | As of May 8, 2025; options currently exercisable or exercisable within 60 days per SEC rules |
Additional alignment and risk controls:
- Insider Trading Policy adopted; Section 16(a) reporting compliance was timely for 2024.
- Stock ownership guidelines: Not adopted; Compensation Committee may recommend adoption.
- Pledging/hedging: No pledging of shares or hedging policies for directors disclosed; insider trading policy governs transactions.
Governance Assessment
- Committee leadership and expertise: Ostrov chairs the Audit Committee and is designated as the financial expert, strengthening oversight of financial reporting, auditor independence, and compliance.
- Independence and engagement: The Board affirmed Ostrov’s independence; directors met in executive sessions and maintained at least 75% attendance across Board and committees in 2024.
- Pay structure alignment: Shift from cash fees to fully vested equity grants for directors in 2024 preserved cash and tied compensation to market value; Ostrov’s 2024 mix was $50,803 equity grants with $57,162 option expense and no cash fees.
- Ownership: Ostrov holds <1% with meaningful option exposure; no public company interlocks disclosed that could create conflicts.
- Policy and shareholder signals: 2025 shareholder votes approved the amended compensation policy and advisory say‑on‑pay, indicating broad support for the company’s pay framework.
Risk Indicators and RED FLAGS
- RED FLAG (attendance at annual meeting): Only one director attended the 2024 Annual Meeting of shareholders; while meeting attendance was ≥75%, low annual meeting attendance may be viewed negatively by some investors.
- No related‑party transactions disclosed involving Ostrov; standard indemnification agreements in place per Israeli law.
- Change‑in‑control flexibility in equity plan (potential acceleration/cash‑out) requires careful oversight to avoid windfalls; authority resides with Compensation Committee.
Shareholder Voting Context (2025)
| Proposal | For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Haya Taitel | 17,288,920 | 3,069,140 | 137,907 | 6,197,026 |
| CEO compensation terms | 19,524,783 | 428,993 | 542,191 | 6,197,026 |
| R&D head compensation terms | 16,518,134 | 3,435,638 | 542,195 | 6,197,026 |
| CFO compensation terms | 19,524,779 | 428,993 | 542,195 | 6,197,026 |
| Amended compensation policy | 19,520,049 | 432,623 | 543,295 | 6,197,026 |
| Advisory say‑on‑pay | 19,508,920 | 443,752 | 543,295 | 6,197,026 |
| Auditor ratification (PwC Israel) | 26,617,578 | 59,966 | 15,449 | 0 |
These outcomes underscore robust shareholder support for the compensation framework and governance proposals in 2025.