Hila Karah

About Hila Karah

Hila Karah, age 56, is an independent director of Indaptus Therapeutics and has served on the board since July 2021 (previously on Intec Israel’s board from December 2009 until the merger). She is a Managing Partner at Pitango HealthTech VC with a background in life sciences investing and prior roles at Eurotrust (CIO, 2006–2013), Perceptive Life Sciences (senior analyst), and Oracle Partners (research analyst). She holds a BA in Molecular and Cell Biology from UC Berkeley and studied at the UCSB–UCSF Joint Medical Program .

Past Roles

External Roles

Board Governance

• Committee assignments (2024–2025): Audit Committee member; Nominating Committee Chair; not on Compensation Committee; not on Science & Technology Committee .
• Independence: The board determined all directors except the CEO (Meckler) and CSO (Newman) are independent under Nasdaq rules; this includes Ms. Karah .
• Attendance: In 2024, the board met 4 times and each director attended at least 75% of combined board and committee meetings during their service period .
• Committee activity (2024): Audit met 4x; Compensation met 2x; Nominating met 0x; Science & Technology met 2x .
• Governance policies: Insider Trading Policy includes an Anti-Hedging Policy prohibiting short sales and hedging/monetization (e.g., options, collars) unless pre-approved by the CFO . Board is classified into three staggered classes; directors removable only for cause .

Fixed Compensation

Director compensation policy (structure):

• Annual cash retainers: Director $50,000; Board Chair $150,000 .
• Committee retainers (annual): Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; Compensation member $6,000; Nominating Chair $8,000; Nominating member $5,000; Science & Tech Chair $8,000; Science & Tech member $4,000 .
• Fees are paid quarterly in advance and prorated for partial service; reasonable board-related expenses reimbursed .

Performance Compensation

• Equity grant framework for non-employee directors (amended March 2023): Initial grant of 25,000 stock options upon joining; annual grant of 12,500 stock options to each non-chair director; Board Chair receives 30,000 options annually. Initial grants vest over 3 years in equal quarterly installments; annual grants vest in full on the 1st anniversary. All director options vest in full upon death, disability, or change of control .
• 2024 grant mix: Non-employee directors received options only; no RSU/PSU stock awards were granted to directors in 2024 .

No performance-metric-based director equity (e.g., PSUs/TSR metrics) disclosed for non-employee directors in 2024; compensation is cash retainers plus time-vested options .

Other Directorships & Interlocks

• Related-person transactions: The Audit Committee reviews and must approve related-person transactions; other than compensation arrangements and the financing transactions described in the proxy, none involving directors/officers were disclosed since January 1, 2022 .
• Audit Committee explicitly oversees related-person transaction policies and reviews .

Expertise & Qualifications

• Life sciences investing and governance expertise (hedge funds, family office CIO, VC managing partner) .
• Audit committee experience (financial literacy requirement met at committee level; Ms. Karah serves on Audit; the committee’s designated financial expert is William Hayes) .
• Nominating committee leadership (Chair), overseeing board composition, succession planning, and board evaluations .
• Education: BA in Molecular & Cell Biology (UC Berkeley); graduate study at UCSB–UCSF Joint Medical Program .

Equity Ownership

Capital base reference: 16,034,444 shares outstanding as of April 17, 2025 (used by the company for beneficial ownership calculations; Ms. Karah’s percentage was “less than one percent”) .

Governance Assessment

• Committee effectiveness and independence: Ms. Karah is independent under Nasdaq standards and serves on the Audit Committee (which met 4x in 2024) and chairs the Nominating Committee, aligning her background in governance and investing with oversight responsibilities .
• Engagement: Board met 4x in 2024 with each director attending at least 75% of board/committee meetings. Notably, the Nominating Committee reported zero meetings in 2024, which may indicate limited formal activity in director recruitment/refresh during the year; however, responsibilities include succession planning and board evaluations .
• Compensation and alignment: 2024 director pay for Ms. Karah was modest for a small-cap biotech ($65,500 cash; $27,500 option grant FV; total $93,000) with equity entirely in options (time-vested, not performance-linked). Policy provides clear retainers by committee roles and standardized option grants (initial and annual) .
• Ownership “skin in the game”: As of April 17, 2025, her beneficial ownership consists solely of options (52,500), less than 1% of shares outstanding; 12,500 options were set to vest within 60 days. No common shares were disclosed in her beneficial ownership line .
• Conflicts/related-party exposure: The company has robust related-person transaction oversight (Audit Committee). The proxy states no related-person transactions since January 1, 2022 beyond disclosed financings; none indicate a material interest for Ms. Karah. Anti-hedging policy applies to directors .

RED FLAGS / Watch items:

• Nominating Committee activity: 0 meetings in 2024 despite its remit for succession and board evaluations .
• Classified board structure (staggered terms) and removal for cause only—shareholder rights consideration, though company-wide rather than director-specific .
• Beneficial ownership comprised entirely of options as of the disclosed date (no common stock reported), which may provide less immediate downside alignment than outright share ownership .