Miranda Toledano
ENTXAbout Miranda Toledano
Miranda Toledano is Chief Executive Officer of Entera Bio (since July 15, 2022) and a director (board member since 2018). She previously served as Chief Business Officer, CFO and Head of Corporate Strategy in May–June 2022. She holds a B.A. in Economics from Tufts University and an MBA in Finance and Entrepreneurship from NYU Stern; age 48 as disclosed in the 2025 proxy . Prior roles include COO/CFO/Director at TRIGR Therapeutics (Aug 2018–Jun 2021), Head of Healthcare Investment Banking at MLV & Co., and Vice President in Royalty Pharma’s investment group (2004–2010) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TRIGR Therapeutics | COO, CFO, Director | Aug 2018–Jun 2021 | Led clinical development of TR009 (CTX-009) and executed $117M China license and acquisition by Compass Therapeutics |
| MLV & Co. (acquired by B. Riley FBR) | Head of Healthcare Investment Banking | Not disclosed | Completed biotech equity financings totaling over $4B (IPOs, ATMs, follow-ons) |
| Royalty Pharma | Vice President, Investment Group | 2004–2010 | Principal investment experience in biopharma royalties |
| Entera Bio | Chief Business Officer, CFO, Head of Corporate Strategy | May–Jun 2022 | Transitioned into CEO role; initial option grant and bonus structure established |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Journey Medical (Nasdaq: DERM) | Director | Not disclosed | Current public company board per 2025 proxy |
| NEXGEL (Nasdaq: NXGL) | Director | As of July 2022 | Disclosed in 2022 8-K (current status not updated in 2025 proxy) |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (Approved Terms) |
|---|---|---|---|
| Base Salary ($) | 338,000 | 419,000 | 600,000 (effective Apr 1, 2025) |
| Target Bonus (% of Base) | 60% (A&R Employment Agreement) | 60% | 60% (policy unchanged; see A&R) |
| Actual Bonus Paid | Not disclosed | RSUs granted in lieu of cash bonus recorded as RSU expense | One-time RSU grant in lieu of cash bonus (see Performance Comp) |
| All Other Compensation ($) | 80,000 | 36,000 | Not disclosed |
Summary Compensation (smaller reporting company disclosure):
- 2023 total: $950,000 (Salary $338k; Option expense $532k; All other $80k)
- 2024 total: $1,149,000 (Salary $419k; Option expense $538k; RSU expense $156k; All other $36k)
Performance Compensation
Equity Awards — Options
| Grant | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| 2025 Options (one-time) | 500,000 | $2.28 | 1/3 at 12 months from Apr 28, 2025; remaining 2/3 vest quarterly over next 2 years; 100% accelerate on Change in Control if serving at consummation | Apr 28, 2035 |
| 2023 Options (one-time) | 350,000 | $0.795 | 25% at 12 months from Apr 24, 2023; remaining 75% in 12 equal quarterly installments | April 24, 2033 (per outstanding awards schedule) |
| 2022 Options (Original Employment) | 500,000 | $2.02 | 25% on May 16, 2023; remaining 75% in quarterly increments over 3 years | May 16, 2032 (per outstanding awards) |
| 2022 Options (A&R Employment) | 600,000 | $1.40 | 25% on July 15, 2023; remaining 75% in quarterly increments over 3 years | July 15, 2032 (per outstanding awards) |
| Additional Options (subject to milestones) | 200,000 | Closing price at grant | 25% at 12 months from grant; remaining 75% quarterly over 3 years | Not disclosed |
Change-in-control economics (2025 awards): unvested 2025 Options fully accelerate at Change in Control if she continues to provide services on the consummation date .
Equity Awards — RSUs
| Grant | Units | Purpose | Vesting | Change-in-Control |
|---|---|---|---|---|
| 2025 RSUs (in lieu of cash bonus) | 136,842 | Replace cash bonus | 100% vests in four equal quarterly installments over 12 months from Apr 28, 2025; fully vested by Apr 28, 2026 | 100% accelerate if serving at consummation of Change in Control |
| 2025 Salary RSUs (cash preservation) | 43,860 | Replace $100,000 of salary | 100% vests in four equal quarterly installments over 12 months from Apr 1, 2025; fully vested by Apr 1, 2026 | 100% accelerate if serving at consummation of Change in Control |
Bonus Metrics
- Annual bonus eligibility: up to 60% of base salary, subject to KPIs set by Compensation Committee and Board; calculation and payout at their discretion, subject to applicable shareholder approvals where required .
Equity Ownership & Alignment
Beneficial Ownership (as of May 8, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding (45,452,167 shares) |
|---|---|---|
| Miranda Toledano | 1,565,039 | 3.34% |
- Company insider trading policy and Clawback Policy are filed (Insider Trading Policy; Executive Officer Clawback Policy effective Nov 30, 2023) .
- Section 16 compliance: late filings in 2022 during transition; timely filings reported for 2024 .
Outstanding Equity Awards (Dec 31, 2024)
| Award Lot | Exercisable | Unexercisable | Expiration | Vesting Notes |
|---|---|---|---|---|
| Option | 33,638 | – | Jan 17, 2029 | Not disclosed |
| Option | 35,852 | – | Jan 1, 2031 | Not disclosed |
| Option | 98,594 | 8,963 | Jan 1, 2031 | Not disclosed |
| Option (2018 Plan, May 2022 grant) | 312,500 | 187,500 | May 16, 2032 | 6 equal quarterly installments from Feb 16, 2025 |
| Option (A&R July 2022 grant) | 337,500 | 262,500 | Jul 15, 2032 | 7 equal quarterly installments from Jan 15, 2025 |
| Option (2023 grant) | 131,250 | 218,750 | Apr 24, 2033 | 10 equal quarterly installments from Jan 24, 2025 |
| Option (2024 grant) | – | 500,000 | Apr 19, 2034 | 25% on Apr 19, 2025; remainder in 8 quarterly installments over 2 years |
| RSU (2024 in lieu of bonus) | 62,016 | 62,061 | Apr 19, 2034 (units; vest schedule only) | 2 equal quarterly installments beginning Jan 19, 2025 |
Pledging: No disclosure of pledged shares for Ms. Toledano in the proxy ownership section .
Employment Terms
| Term | Details |
|---|---|
| Employment Start (Entera) | Original employment agreement May 16, 2022; A&R Employment Agreement effective July 15, 2022; CEO effective July 15, 2022 |
| Base Compensation (A&R) | Annual employer cost $380,000 (inclusive of base, pension, severance, disability) |
| Target Bonus | Up to 60% of base salary (KPIs set by Compensation Committee/Board) |
| 2023 Revision | Annual employer cost increase to $480,000; one-time 350,000 options at $0.795; effective Jan 1, 2024 per amendment |
| 2025 Revision | Salary to $600,000 (effective Apr 1, 2025); one-time 136,842 RSUs in lieu of cash bonus; 43,860 RSUs in lieu of $100,000 salary; 500,000 options at $2.28 |
| Severance | One-time ex-gratia payment equal to 12 months of then-effective annual salary upon termination by the Company other than for Cause; option exercise window extended up to 2 years (not beyond 10 years from grant), subject to release |
| Change-in-Control | 2025 awards (Options and RSUs) fully accelerate if serving at date of consummation of Change in Control |
| Non-compete/Confidentiality | Non-disclosure and non-competition covenants in Original Employment Agreement; confidentiality and non-solicitation undertaking appended to A&R |
| Clawback | Executive Officer Clawback Policy adopted Nov 30, 2023; recovery of excess incentive-based compensation upon restatement over preceding 3 years |
| Governing Law | Israel (A&R Employment Agreement) |
Board Governance
- Board service: Director since 2018; previously Chair of the Audit Committee; currently Chair of the Scientific Advisory Committee; also a member of the Scientific Advisory Committee .
- Committees and independence: The company elected exemption from Israel’s external director requirement in May 2021; maintains a majority independent board and Audit and Compensation Committees comprised solely of independent directors under Nasdaq rules. Current committee chairs include Audit (Gerald M. Ostrov), Compensation (Yonatan Malca), and Nominating & Corporate Governance (Haya Taitel) .
- Dual-role implications: As CEO and director, Ms. Toledano is not independent; governance mitigants include independent committee composition and shareholder approval requirements under Israeli Companies Law for executive compensation outside the policy framework (special majority) .
Director Compensation (non-employee directors)
- 2024 revised structure: fully vested Ordinary Shares granted quarterly in lieu of cash fees, valued at the average daily closing price for the quarter; aggregate option holdings disclosed per director .
- Policy elements: annual board and committee fees, chair fees, equity grants, reimbursement of expenses; D&O insurance, indemnification, and release; clawback adopted Nov 30, 2023 .
Compensation Structure Analysis
- Mix shift and retention: Board concluded CEO compensation (notably $419k salary) was materially below peers; 2025 revisions increased salary to $600k and added equity grants to improve retention; compensation terms were outside the policy range and required shareholder ratification (special majority) .
- Cash preservation and alignment: RSUs granted in lieu of bonus and $100k of salary to preserve cash while increasing equity-at-risk exposure; quarterly vesting through April 2026 aligns pay with share performance but may introduce periodic supply from vesting events .
- Change-in-control provisions: Single-trigger acceleration on 2025 awards if serving at consummation enhances deal certainty for the executive but can dilute retention post-transaction; contrast with standard double-trigger practices in some markets .
- Clawback and governance: Adoption of SEC/Nasdaq-compliant clawback strengthens pay-for-performance accountability .
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Not disclosed | KPIs set by Compensation Committee/Board | Not disclosed | RSUs substituted in 2024/2025 contexts (see RSU awards) | N/A |
| Options (see table above) | N/A | N/A | N/A | Equity value subject to TSR/share price | Time-based quarterly post 1-year cliff; 2025 awards accelerate at Change in Control |
| RSUs (see table above) | N/A | N/A | N/A | In lieu of cash compensation | Quarterly vest over 12 months |
Investment Implications
- Retention and alignment: The 2025 salary increase and sizable option/RSU package strengthen retention and align incentives with shareholders via equity-heavy mix; Board explicitly targeted below-market pay concerns and used benchmarking to justify revisions .
- Near-term supply risk: Multiple grants vest quarterly starting in Q1/Q2 2025–2026 (2024 options and RSUs; 2025 RSUs and options), potentially adding periodic selling pressure if shares are sold upon vesting/exercise .
- M&A optionality: Single-trigger acceleration of 2025 awards upon Change in Control if serving at consummation may reduce post-deal retention leverage; however, it can facilitate executive support for strategic transactions .
- Ownership scale: 3.34% beneficial ownership (1,565,039 shares) indicates meaningful skin-in-the-game, supporting alignment; no pledging disclosed, reducing collateral-driven forced selling risk .
- Governance quality: Independent committees, shareholder approvals under Israeli Companies Law, and a clawback policy mitigate dual-role concerns from CEO/director status and support investor confidence in pay discipline .