Hillel Galitzer
ENTXAbout Hillel Galitzer
Hillel Galitzer, PhD, has served as Entera Bio’s Chief Operating Officer (COO) since February 2014; he previously served as Director of Scientific Development beginning July 2010. He holds a PhD and B.Med.Sc. from the Hebrew University Medical School and an MBA from Bar Ilan University; his academic work focused on parathyroid hormone and calcium regulation. Prior roles include analyst and COO at Hadasit Bio Holdings (TASE: HDST) and co‑founder/COO of Optivasive Inc. . As of 2023, his age was disclosed as 44; later proxies confirm his bio but do not update age figures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Entera Bio | Director of Scientific Development | Jul 2010 – Feb 2014 | Early R&D leadership supporting the company’s oral peptide delivery platform . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hadasit Bio Holdings (TASE: HDST) | Analyst and COO | Aug 2010 – Feb 2014 | Public biotech holding company operator; operational and analytical leadership prior to joining Entera . |
| Optivasive Inc. | Co‑founder and former COO | Not disclosed | Early‑stage operating experience in medtech/biotech; entrepreneurial background . |
Fixed Compensation
- Employment agreement history: Base salary of $230,725 for 2022 and 2023; increased to $246,000 in 2024 per Board approval. A 2023 proxy also noted an approved increase to $256,581 contingent upon a defined “Triggering Event” (board‑approved April 24, 2023) .
Summary Compensation (reported)
| Metric (USD, $000s) | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Salary | 319 | 287 | 245 | 259 |
| Bonus | – | 63 | – | – |
| Option Awards (ASC 718 expense) | 260 | 234 | 163 | 175 |
| RSU Awards (ASC 718 expense) | – | – | – | 54 |
| All Other Compensation | 61 | 37 | 51 | 43 |
| Total | 640 | 621 | 459 | 531 |
Notes:
- 2024 RSUs were granted in place of an annual cash bonus; amounts reflect accounting expense recognized over vesting schedules per ASC 718 .
Performance Compensation
The company emphasizes equity over cash for non‑CEO executives. The compensation policy provides discretion to grant options/RSUs based on individual contribution, influence on future performance, skills, and dilution limits; explicit formulaic KPI weightings (e.g., revenue, EBITDA, TSR) are not disclosed for the COO .
Annual Incentive Design (recent)
| Component | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Not disclosed (policy allows discretionary assessment) | Not disclosed | Not disclosed | Not disclosed | 2024 bonus replaced with RSUs ($54k expense) | RSUs vest in two equal installments beginning Jan 19, 2025 |
| Stock options | Service‑based vesting | N/A | N/A | N/A | N/A | Various quarterly tranches; see Equity Awards table below |
Equity Awards and Vesting Detail (Outstanding at 12/31/2024)
| Award Type | Exercisable | Unexercisable | Expiration | Vesting Schedule |
|---|---|---|---|---|
| Stock options | 175,000 | – | 16/03/2030 | Fully vested |
| Stock options | 109,375 | 15,625 | 21/04/2031 | Unexercisable vests in two equal quarterly installments beginning Jan 16, 2025 |
| Stock options | 41,250 | 18,750 | 24/03/2032 | Unexercisable vests in five equal quarterly installments beginning Mar 31, 2025 |
| Stock options | 78,750 | 131,250 | 24/04/2033 | Unexercisable vests in ten equal quarterly installments beginning Jan 24, 2025 |
| Stock options | – | 130,000 | 19/04/2034 | 25% on Apr 19, 2025; remaining 75% in eight equal quarterly installments over two years |
| RSUs | 15,076 | 15,076 | N/A | Unexercisable vests in two equal installments beginning Jan 19, 2025 |
Design mechanics:
- Equity plan requires option exercise price at least fair market value on grant date; 10‑year max term; minimum one‑year vesting under prior policy (recent amendments allow flexibility); administrator discretion on vesting and treatment under change‑of‑control .
Equity Ownership & Alignment
- Beneficial ownership: 587,656 Ordinary Shares, representing 1.28% of outstanding shares as of May 8, 2025 (based on 45,452,167 shares outstanding; includes in‑the‑money options/warrants exercisable within 60 days) .
- Hedging/pledging: Officers and directors are prohibited from hedging or pledging company securities (including equity awards), unless otherwise approved; prohibition extends one year post‑termination .
- Outstanding awards and imminent vesting imply ongoing equity accretion and potential sale eligibility as tranches vest through 2025–2027, subject to company policies and trading windows .
Employment Terms
| Term | Disclosure |
|---|---|
| Start date and role | COO since Feb 2014; previously Director of Scientific Development from July 2010 . |
| Base salary (employment agreement) | $230,725 (2022–2023); raised to $246,000 effective 2024 per Board approval . 2023 proxy also approved $256,581 base to be effective upon a defined “Triggering Event” (approved Apr 24, 2023) . |
| Benefits/perquisites | Standard Israeli executive benefits including pension/provident contributions, education fund (7.5% employer, 2.5% employee), company car, health insurance, sick leave; comparable benefits for non‑Israeli officers . |
| Notice period | Up to 4 months’ advance notice, per agreement or law . |
| Severance | Greater of (i) legal minimum, (ii) prior agreement amount (if applicable), and (iii) cap of two times monthly salary per each year of service, except for disqualifying circumstances under Israeli law . |
| Retirement/termination awards | Discretionary, up to 3 months’ salary (<5 years service) or 6 months’ salary (≥5 years), including certain change‑of‑control cases and special contribution; requires approvals . |
| Change‑of‑control (equity) | Compensation Committee discretion: may continue, assume, accelerate vesting/exercisability, cancel for cash, or convert awards; structural changes trigger conversion into successor awards per exchange ratio . |
| Non‑compete and confidentiality | Customary non‑disclosure and non‑competition covenants per employment agreement; typical non‑compete period ≥12 months post‑termination . |
| Clawback | Company can recover compensation if paid on the basis of incorrect financials later restated . |
Compensation Structure Analysis
- Mix shift toward equity in 2024: introduction of RSU expense ($54k) in lieu of cash bonus, coupled with higher option expense, increased total at‑risk pay versus 2023; cash salary rose modestly (259 vs. 245) .
- No formulaic bonus KPIs disclosed for the COO; awards are granted using a discretionary framework linked to contribution, role, and desired equity mix, which increases board discretion and reduces direct pay‑for‑performance transparency .
- Multi‑year, quarterly vesting schedules across 2025–2027 create ongoing retention hooks while moderating near‑term selling pressure; several tranches begin vesting or continue vesting in early 2025 (Jan/Mar/Apr) .
Investment Implications
- Alignment: Meaningful beneficial ownership (1.28%) plus sizable unvested options/RSUs align incentives with shareholders; company prohibits hedging/pledging, limiting misalignment risks .
- Retention: Staggered quarterly vesting across multiple option grants and RSUs through at least 2027 supports retention; severance/notice terms are moderate and standard for Israel‑based executives .
- Execution risk and transparency: Absence of disclosed quantitative incentive metrics for the COO reduces pay‑for‑performance visibility; however, equity‑heavy design ties ultimate value to Entera’s long‑term stock performance .
- Trading dynamics: Multiple tranches vest beginning January–April 2025, potentially increasing available tradable shares for the executive, subject to trading windows and 10b5‑1 plans; monitor Form 4 filings around these dates for selling pressure signals .