Haya Taitel - Director | ENTX (ENTX) Executive Profile & Compensation

About Haya Taitel

Independent Class II director of Entera Bio (ENTX), age 62, serving since June 2023; re‑elected July 16, 2025 for a term through the 2028 annual meeting. Senior biopharma commercial executive: Head of Sanofi’s Global Transplant Franchise; previously Chief Commercial Officer at Kadmon (led Rezurock launch; Kadmon acquired by Sanofi for $1.9B in 2021). Education: M.S. Pharmacology (PharmD equivalence), Temple University; B.S. Pharmacy and Biology, Hebrew University School of Pharmacy. Board deems her independent and qualified based on extensive biopharma commercialization and women’s health domain expertise .

Past Roles

Organization	Role	Tenure	Committees/Impact
Kadmon Pharmaceuticals, LLC	Chief Commercial Officer	2013–Nov 2021	Contributed to Rezurock launch; led Kadmon Board’s Executive Commercial Committee; company acquired by Sanofi for $1.9B .
Johnson & Johnson	Commercial leadership roles (oncology, immunology, neurology, women’s health)	1997–2012	Progressive commercial leadership across therapeutic areas .

External Roles

Organization	Role	Tenure	Notes
Sanofi	Head, Global Transplant Franchise	2021–present	Responsible for franchise growth and profitability .

Board Governance

Board class and tenure: Class II; elected for term ending 2028 AGM .
Independence: Board determined Taitel is independent under SEC and Nasdaq rules .
Committee assignments (2025):
- Chair, Nominating & Corporate Governance Committee (members: Haya Taitel, Sean Ellis) .
- Member, Compensation Committee (members: Yonatan Malca—Chair, Gerald M. Ostrov, Haya Taitel) .
- Member, Scientific Advisory Committee (members: Miranda Toledano—Chair, Yonatan Malca, Haya Taitel) .
Attendance and engagement: In 2024, Board held 7 meetings; each director attended at least 75% of Board and committee meetings. Compensation Committee held 1 meeting; Audit Committee held 4; Nominating & Corporate Governance conducted business by unanimous written consent (no in‑person meetings) .

Fixed Compensation

2024 structure shift: Shareholders approved revised non‑executive director compensation—quarterly grants of fully vested Ordinary Shares in lieu of cash fees (valued at average daily closing price for the quarter), enhancing cash preservation and alignment .
2024 director compensation for Haya Taitel: | Component | Amount (USD) | |---|---| | Option Awards (ASC 718 expense) | $57,162 | | Fully vested Ordinary Shares (in lieu of cash fees) | $39,841 | | Total | $97,003 |
Indemnification and D&O insurance: Standard indemnification agreements for directors; D&O insurance maintained per policy .

Performance Compensation

No performance metric‑based pay disclosed for non‑executive directors; equity is time‑vesting or immediate vest (for 2024 fee-replacement shares) .
One-time director equity grant at appointment (2023): | Award Type | Grant Date | Quantity | Exercise Price | Vesting | Expiration | |---|---|---:|---|---|---| | Stock Options | June 6, 2023 | 33,368 | $0.809 | 12 equal quarterly installments over 3 years, subject to service | June 6, 2033 |

Other Directorships & Interlocks

No other public company directorships disclosed for Ms. Taitel. Current operating role at Sanofi; no related‑party transactions with Entera disclosed .

Expertise & Qualifications

30+ years in biopharma commercialization and strategy; leadership across transplant and specialty franchises; deep launch experience (Rezurock). Board cites domain expertise in women’s health and broad therapeutic area exposure .
Independent status, with committee leadership in nominations/governance and participation in compensation oversight .

Equity Ownership

Metric	As of July 24, 2023	As of May 8, 2025
Ordinary Shares owned (direct)	0 (not listed separately in 2023 table)	64,650
Options underlying shares	65,379	145,013
Total beneficial ownership	83,379 (<1%)	209,663 (<1%)
Options outstanding (director total, 12/31/2024)	141,971	—

Hedging/pledging: Directors are prohibited from hedging or pledging company securities under compensation/insider trading policies (unless approved); prohibition extends one year post‑service .

Say‑on‑Pay & Shareholder Feedback

Proposal (2025 AGM)	For	Against	Abstentions	Broker Non‑Votes
Elect Haya Taitel (Class II, term to 2028)	17,288,920	3,069,140	137,907	6,197,026
Amended & Restated Compensation Policy (directors & officers)	19,520,049	432,623	543,295	6,197,026
Advisory vote on NEO compensation	19,508,920	443,752	543,295	6,197,026

All proposals passed; strong support for Taitel’s election and compensation policy .

Governance Assessment

Committee leadership and independence: Chairing Nominating & Corporate Governance and serving on Compensation Committee suggests high engagement in board composition, governance, and pay oversight—positive for board effectiveness .
Attendance: Board and committee attendance thresholds met; committee activity documented (Compensation, Audit). Nominating committee acted via unanimous consent in 2024 (no in‑person meetings), consistent with a small board’s cadence .
Ownership alignment: 2024 shift from cash to fully vested equity for directors increases alignment, though equity grants are not performance‑conditioned; beneficial ownership remains <1%, typical for small‑cap boards .
Compensation oversight quality: Use of independent consultant (Deloitte network) in 2023 and 2025 to benchmark compensation; proactive policy updates aligned to market standards and retention needs—signals responsiveness to talent and shareholder considerations .
Related‑party/Conflicts: No Item 404 related‑party transactions involving Taitel; explicit prohibition on hedging/pledging mitigates alignment risks. Minor compliance note: late Form 3 in 2023 reported for Ms. Taitel; subsequent year shows timely Section 16 filings .
RED FLAGS: None material disclosed (no related‑party transactions, no hedging/pledging, acceptable attendance). Note: Nominating Committee’s lack of in‑person meetings in 2024 and low committee meeting frequency may warrant continued monitoring of governance process rigor given chair role .