Sean Ellis
ENTXAbout Sean Ellis
Sean Ellis (age 50) has served as an independent director of Entera Bio Ltd. since June 2019. He brings asset management expertise and life sciences domain knowledge; he is described as a fund manager of Centillion Fund, a venture vehicle focused on Israeli biotech and healthcare. He holds a BA from New York University and an MBA from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entera Bio Ltd. | Director (Class III) | Since June 2019; nominated for term through 2026 | Audit Committee member; Nominating & Corporate Governance Committee member; Board-determined financial and accounting expertise |
External Roles
- No other public company directorships disclosed for Sean Ellis .
Board Governance
- Independence: The Board affirmatively determined Ellis is independent under Nasdaq and SEC rules .
- Committee assignments:
- Audit Committee member; chair is Gerald M. Ostrov; committee is fully independent and financially literate .
- Nominating & Corporate Governance Committee member; chairperson is Haya Taitel (2025) .
- Attendance and engagement:
- Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; Audit Committee met 4 times in 2024 .
- Board met 11 times in 2023; each director attended at least 75%; Audit Committee met 5 times in 2023 .
- Board structure: Chair and CEO roles are separated; independent directors hold regular executive sessions .
- Financial expertise: Board determined Ellis has accounting and financial expertise under Israeli regulations .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $0 | Cash fees replaced with quarterly grants of fully vested Ordinary Shares equivalent to prior cash compensation (effective retroactive to Jan 1, 2024) . |
| Equity Awards ($) | $44,877 | Fully vested Ordinary Shares in lieu of cash fees; value based on average daily closing share price per quarter . |
| Option Awards ($) | $57,162 | ASC 718 grant-date fair value expense recognition . |
| Total ($) | $102,039 | Sum of equity and option awards . |
- Program features:
- Non-employee directors may receive annual Board and Committee membership fees and equity; chairs may receive additional cash payments; no per-meeting fees .
- D&O insurance, indemnification, and release arrangements provided per policy .
Performance Compensation
- No measurable performance metrics tied to non-executive director compensation disclosed (equity intended for alignment; not TSR/EBITDA targets) .
| Performance Metric | Target | Measurement Period | Status |
|---|---|---|---|
| None disclosed for non-executive directors | — | — | — |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Centillion Fund Inc. | Ellis is described as a fund manager; Centillion is one of Entera Bio’s earliest investors and a large shareholder . As of May 8, 2025, Centillion beneficially owned 5.28% of Ordinary Shares; control acquired by Renat Yliagoyev in July 2024 per Schedule 13G/A . | Investor-affiliation with a significant shareholder; Board considered beneficial ownership and related transactions in independence determinations . |
Expertise & Qualifications
- Financial/accounting expertise designation under Israeli Companies Law .
- Asset management and healthcare investing experience; life sciences domain knowledge .
- Education: BA (NYU), MBA (Columbia University) .
Equity Ownership
| Metric | 2023 (as of Jul 24, 2023) | 2024 (as of May 23, 2024) | 2025 (as of May 8, 2025) |
|---|---|---|---|
| Beneficial Ownership (Ordinary Shares) | 229,889 | 404,428 | 523,403 |
| Ownership (%) | <1% | 1.1% | 1.14% |
| Breakdown (as of May 8, 2025) | Shares/Units | Notes |
|---|---|---|
| Ordinary Shares (direct) | 134,727 | Per footnote (9). |
| Options underlying Ordinary Shares | 388,676 | Included in beneficial ownership; exercisable within 60 days considered outstanding for calculation . |
| Options outstanding (as of Dec 31, 2024) | 374,421 | Non-employee director aggregate options table. |
- Pledging/Hedging: No pledging disclosure noted; Company maintains an insider trading policy filed with 2024 Annual Report .
- Ownership guidelines: No specific director stock ownership guidelines disclosed in proxy; policy emphasizes equity-based alignment .
Governance Assessment
- Strengths:
- Independent status affirmed despite significant shareholder affiliations; Board explicitly considered beneficial ownership and transactions .
- Active committee roles (Audit; Nominating & Corporate Governance) with consistent attendance thresholds met; regular executive sessions support oversight .
- Shift to equity in lieu of cash enhances alignment and conserves cash during 2024 .
- Corporate governance infrastructure: executive officer clawback policy adopted Nov 30, 2023; D&O insurance and indemnification in place .
- Potential risks/RED FLAGS:
- Investor-affiliation: Ellis’ association with Centillion Fund (a ≥5% holder) can present perceived conflicts; independence affirmed, but ongoing monitoring warranted .
- Section 16 compliance historical lapse during transition: Ellis filed one late Form 4 and a late Form 3 for 2022 grants due to EDGAR code issues (company-wide transition) .
- Shareholder signaling:
- Strong support for compensation policy and say-on-pay: 2025 say-on-pay 19,508,920 for vs. 443,752 against; amended and restated compensation policy 19,520,049 for vs. 432,623 against .
- 2024 say-on-pay: 14,512,467 for vs. 388,040 against; director compensation revisions approved: 14,155,236 for vs. 754,536 against .
Director Compensation Structure Analysis
- Year-over-year mix shift: In 2024, shareholders approved fully vested Ordinary Shares in lieu of quarterly cash director fees; signals increased equity alignment and liquidity preservation .
- No per-meeting fees; chairs eligible for additional annual cash payments; equity intended for long-term alignment .
- Independent compensation consultant used (Deloitte/Brightman Almagor Zohar) in 2023 and 2025 to benchmark compensation; independence factors assessed per Nasdaq rules .
Compensation Committee Analysis
- Composition: Independent directors; chair is Yonatan Malca; includes Ostrov and Taitel .
- Consultant independence and scope: Committee retains advisors after independence assessment; engaged Deloitte network firm for benchmarking in 2023 and 2025 .
- Compensation policy: Shareholder-approved framework (2018; amended 2021 and 2024), re-approval sought in 2025 per Israeli law; sets caps/limits and clawback provisions for executives; includes non-executive director compensation principles .
Employment & Contracts (Director)
- No termination benefits arrangements for non-employee directors; executive-specific agreements referenced separately .
Say-on-Pay & Shareholder Feedback
| Vote Item | 2024 Result (For/Against/Abstain) | 2025 Result (For/Against/Abstain) |
|---|---|---|
| Advisory Say-on-Pay | 14,512,467 / 388,040 / 19,089 | 19,508,920 / 443,752 / 543,295 |
| Compensation Policy (Directors & Officers) | 14,481,344 / 419,095 / 19,156 | 19,520,049 / 432,623 / 543,295 |
Related Party Transactions
- Independence review considered transactions described in “Certain Relationships and Related Party Transactions,” and beneficial ownership by non-employee directors, in concluding Ellis’ independence .
- Centillion Fund’s significant ownership and Ellis’ described affiliation noted above; control change to Renat Yliagoyev disclosed in 2024 Schedule 13G/A footnote .
Governance Quality Summary
- Ellis enhances board effectiveness through financial expertise and committee service; director compensation structure now emphasizes equity alignment.
- Monitor for conflicts given historical affiliation with a significant shareholder; independence determinations and strong shareholder support mitigate confidence concerns .