Yonatan Malca

About Yonatan Malca

Independent director at Entera Bio (Class I; board since 2011), age 58. Education: B.A. in Economics & Statistics and M.A. in Economics & Finance, both from Bar‑Ilan University. The board has determined he has accounting and financial expertise under Israeli Companies Law and meets Nasdaq independence standards. Current committee roles include Chair of the Compensation Committee and member of the Audit and Scientific Advisory Committees .

Past Roles

External Roles

Board Governance

• Independence: Board has affirmatively determined Malca is independent under SEC and Nasdaq rules .
• Financial/accounting expertise: Board determined Malca has accounting and financial expertise per Israeli Companies Law .
• Board structure: Class I director (term expires at 2027 AGM); board is staggered; chair is Gerald Lieberman .
• Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings; Board held 7 meetings .
• Executive sessions: Independent directors meet regularly without management .

Fixed Compensation (Director)

• Entera shifted director cash fees to quarterly grants of fully vested ordinary shares retroactive to January 1, 2024 to conserve cash and align interests; value based on average daily closing price per quarter .

Performance Compensation (Director)

• Options outstanding (as of Dec 31, 2024): 374,421 options to purchase ordinary shares .
• Plan terms: Options/RSUs under 2018 Plan; exercise price ≥ fair market value at grant; typical 10‑year term; change‑in‑control may accelerate vesting per committee discretion .
• Hedging/pledging: Officers and directors prohibited from hedging or pledging company securities unless specifically approved; restriction extends one year post‑service .
• Clawback: Executive Officer Clawback Policy adopted Nov 30, 2023 (Rule 10D‑1; Nasdaq); 3‑year look‑back for accounting restatements .

Other Directorships & Interlocks

Potential interlock note: Malca’s past leadership at DNA Biomedical Solutions coincides with DNA’s current 8.21% beneficial ownership of ENTX; the proxy discloses approval processes for related‑party transactions but does not describe any specific transactions involving Malca in 2023–2025 .

Expertise & Qualifications

• Economics and finance background (BA/MA) .
• Board‑designated financial/accounting expertise per Israeli Companies Law .
• Multi‑company board experience in life sciences/technology; current CEO experience at NanoGhost .

Equity Ownership

Shares outstanding reference: 45,452,167 ordinary shares (May 8, 2025) .
Section 16(a): All reporting persons timely filed in 2024 per company review .

Governance Assessment

• Positives

  • Independent director with designated financial expertise; sits on Audit and chairs Compensation—enhances oversight of financial reporting and pay governance .
  • Strong engagement: directors (including Malca) met ≥75% attendance threshold; Board held 7 meetings; Audit 4; Compensation acted via meeting/consent .
  • Shareholder support: Say‑on‑pay passed with wide margins (2025: 19,508,920 for vs 443,752 against; 2024: 14,512,467 for vs 388,040 against) .
  • Alignment signals: Equity in lieu of cash fees for directors in 2024; prohibition on hedging/pledging; formal clawback policy .
  • Use of independent compensation consultant (Deloitte network) and documented benchmarking in 2023/2025 .

• Watch items / RED FLAGS

  • Multiple simultaneous board/executive roles (NanoGhost, JNGO, UNCT, BeamMed) could pose time‑commitment risk; attendance meets minimum but continued monitoring is prudent .
  • Historical affiliation with DNA Biomedical Solutions while DNA is an 8.21% ENTX holder—no specific related‑party transactions disclosed, but monitor for conflicts; Israeli Companies Law processes in place (Audit Committee review) .
  • No disclosed director stock ownership guidelines; Compensation Committee may recommend adoption, but not currently in effect .

Say‑On‑Pay & Shareholder Feedback (Context)

Related‑Party Transactions & Policies

• Approval framework under Israeli Companies Law for transactions involving office holders or controlling shareholders; Audit Committee determines whether “Extraordinary Transactions,” with Board/shareholder approvals as required; conflicted directors generally recused .
• D&O insurance, indemnification and release agreements standard for directors .

Compensation Committee Analysis (Structure & Process)

• Composition: All independent; Malca (Chair), Ostrov, Taitel .
• Authority: Can retain independent advisors; assesses policy every three years; conducted benchmarking in 2023 and 2025 with Deloitte affiliate .
• Policy emphasis: Performance‑based and equity components; amended thresholds proposed in 2025 to align with market and retention needs .

Notes on Director Compensation Elements (Design)

No separate meeting fees; VAT added per law where applicable; travel reimbursement permitted .

Final Implications for Investors

• Malca’s chairmanship of the Compensation Committee and Audit membership, coupled with independence and financial expertise, are positives for board effectiveness and pay oversight.
• The equity‑heavy director pay structure and prohibitions on hedging/pledging support alignment, though the absence of formal director ownership guidelines is a gap to watch.
• Monitor for potential interlocks/conflicts given past DNA affiliation and Malca’s multiple external roles; the Company discloses robust Israeli Companies Law processes for related‑party approvals, and no specific transactions involving Malca are disclosed in 2023–2025 .