Ron Bentsur
About Ron Bentsur
Ron Bentsur (age 59) is Co‑founder, Chairman, President, and Chief Executive Officer of Nuvectis Pharma (director since 2020; Class III term to 2026). He previously served as CEO of UroGen Pharma (2015–2019) and Keryx Biopharmaceuticals (2009–2015), CEO of XTL Biopharmaceuticals (2006–2009), Investor Relations and CFO of Keryx (2000–2006), and as an investment banker (1994–2000). He holds a BA in Economics & Business Administration (Hebrew University) and an MBA (magna cum laude) from NYU Stern .
Nuvectis is a clinical‑stage biotech with no reported revenues or EBITDA in FY2021–FY2024 per SPGI data (typical for pre‑revenue biopharma). Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UroGen Pharma (URGN) | Chief Executive Officer | 2015–2019 | Led clinical, regulatory and U.S. launch of Jelmyto; executed global partnership on earlier‑stage program . |
| Keryx Biopharmaceuticals (acq. by Akebia) | Chief Executive Officer | 2009–2015 | Led clinical/dev., regulatory approval and U.S. launch of Auryxia; established ex‑U.S. partnership . |
| XTL Biopharmaceuticals (XTLB) | Chief Executive Officer | 2006–2009 | CEO of NASDAQ‑listed biotech . |
| Keryx Biopharmaceuticals | Investor Relations and CFO | 2000–2006 | Finance, IR leadership during development of Auryxia . |
| Investment Banking (NYC, Tel Aviv) | Banker | 1994–2000 | Life sciences/capital markets experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Stemline Therapeutics (acq. by Menarini) | Director | 2009–2020 | Served through Elzonris approval/launch and sale to Menarini . |
| Beyond Air (XAIR) | Director | Noted as serving on board | Board service referenced in NVCT 2023/2024 proxy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 420,360 | 615,250 (of which $589,615 unpaid) | 634,323 (unpaid) |
| Annual Bonus ($) | 431,250 (IPO‑related; unpaid) | 508,875 (corporate goals; unpaid) | 523,316 (corporate goals; unpaid) |
| Stock Awards ($ grant‑date FV) | 842,400 | 1,566,600 | — (no 2024 equity award to CEO) |
Narrative highlights
- Employment agreement executed Feb 4, 2022; salary escalates annually by CPI or Committee determination, whichever is greater .
- Bonuses for 2023–2024 tied to achievement of Company goals; specific weightings/metrics not disclosed .
Performance Compensation
Equity awards and vesting
- 2021 grant: 96,759 restricted shares; vest July 15, 2025 .
- 2022 grant: 120,000 restricted shares (IPO‑related); vest July 15, 2025 (per 2025 proxy) .
- 2023 grant: 210,000 restricted shares; vest 2/3 on July 15, 2025 and 1/3 on January 12, 2026 .
- 2025 grant: 250,000 restricted shares; vest 1/3 each year on grant anniversaries (3‑year schedule) .
Outstanding equity as of Dec 31, 2024
| Grant | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 2021 RS | 96,759 | 523,466 (at $5.41 on 12/31/2024) |
| 2022 RS | 120,000 | 649,200 |
| 2023 RS | 210,000 | 1,136,100 |
Annual director compensation policy (for non‑employee directors) shown for context; CEO receives no additional director fees .
Incentive plan mechanics and metrics
- Awards are time‑based RS; no options to NEOs reported in 2023–2024; performance weightings not disclosed for bonuses; the Global Equity Incentive Plan provides change‑of‑control acceleration (see Employment Terms) .
Equity Ownership & Alignment
| Date | Beneficial Ownership (Shares) | % of Outstanding |
|---|---|---|
| Apr 15, 2024 | 3,242,484 | 17.65% |
| Apr 14, 2025 | 3,520,924 | 14.92% |
Additional alignment/governance items
- Hedging and short selling of Company securities prohibited for officers/directors under Insider Trading Policy (pledging not explicitly permitted; policy prohibits speculative trading) .
- Ownership guidelines not disclosed in proxy. Related‑party transactions: none reportable under Item 404 thresholds since inception .
Employment Terms
Severance and Change‑in‑Control (CIC)
- Qualifying termination (without Cause, for Good Reason, Death/Disability, or upon CIC “Transaction” as defined): all unvested RS/option awards accelerate and fully vest/exercisable .
- Cash severance: 2x base salary plus (i) prior year’s earned bonus if unpaid, (ii) pro‑rata target bonus for current year, (iii) benefits/expense reimbursements, (iv) payout of accrued vacation, (v) D&O insurance tail coverage through longest limitations period; paid within 60 days of termination .
- For Cause termination: only accrued base salary through termination date and unused vacation within 30 days .
- Single‑trigger “Transaction” benefit: if a Transaction occurs during employment, severance benefits above are paid as if terminated on the Transaction effective date (without requiring termination). Thereafter, if still employed, he remains eligible only for accrued benefits and 18 months of COBRA‑equivalent premium payments upon any subsequent termination .
- Clawback, non‑compete/non‑solicit: not expressly detailed in DEF 14A; not disclosed.
Interpretation: The single‑trigger payout on a Transaction is shareholder‑unfriendly relative to double‑trigger market practice; it increases takeout‑related payout certainty and can influence negotiating posture .
Board Governance
- Roles: Chairman, President & CEO; Board size four (three independent: Hoberman, Kaplan, Oliviero) .
- Committees: Audit (Chair: Oliviero); Compensation (Chair: Hoberman). CEO is not a member of either committee .
- Meetings/attendance (2024): Board held six meetings; each director attended at least 75% of Board/committee meetings; all directors attended 2024 Annual Meeting .
- Nominating/Governance: no standing nominating committee; independent directors recommend nominees by Board resolution .
- Dual‑role implication: CEO also serves as Chairman; Board states this structure is currently in stockholders’ best interests (oversight mitigated by fully independent Audit and Compensation Committees) .
Director Compensation (for completeness)
- Non‑employee director cash retainers: $40,000 board; $5,000 per committee membership; $15,000 per committee chair; equity grants per re‑election; CEO receives no additional fees for board service .
- 2024 director totals (non‑employee): Hoberman $559,073; Kaplan $549,073; Oliviero $559,073 .
- CEO director fee: $0 .
Performance & Track Record
- He led the clinical development, regulatory approvals and commercial launches of Jelmyto (UroGen) and Auryxia (Keryx); executed a worldwide partnership at UroGen and an ex‑U.S. partnership for Auryxia at Keryx .
- Served on Stemline’s board through Elzonris approval and subsequent acquisition by Menarini; also noted as serving on the Beyond Air board in 2023/2024 proxy .
Compliance/Risk indicators
- Section 16(a) filings: Two late Form 4s for Mr. Bentsur (FY2022 disclosures) and two late filings noted for FY2023; improved compliance noted in FY2024 where another officer (not CEO) had late filings .
- Related‑party transactions: none reportable .
Compensation Structure Analysis
- Cash vs equity mix: 2023 compensation was heavily equity‑weighted (stock awards ~$1.57M vs cash salary/bonus ~$1.12M), aligning incentives with share price appreciation .
- Shift in instruments: CEO awards have been restricted stock (time‑based); no options reported for NEOs in 2023–2024, reducing risk but also leverage .
- Guaranteed vs at‑risk: Salary increases per CPI/Committee; bonus paid for “achievement of Company goals” with no disclosed metrics/weightings; risk of discretionary latitude .
- Repricing/modification: none disclosed. Equity grant‑timing policy prohibits coordination with MNPI; option/SAR grants limited outside blackout windows .
Vesting Schedules and Potential Selling Pressure
- Large vesting event on July 15, 2025: 96,759 (2021), 120,000 (2022), and two‑thirds of the 210,000 (2023) restricted shares vest for the CEO; potential supply overhang from insider liquidity around that date .
- Additional CEO grant of 250,000 RS on Jan 2, 2025 vests over three years (1/3 each anniversary), creating ongoing annual vesting events .
Equity Ownership & Company Financials Context
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | N/A* | N/A* | N/A* | N/A* |
| EBITDA ($) | N/A* | N/A* | N/A* | N/A* |
Values retrieved from S&P Global.*
Compensation Committee Analysis
- Committee: fully independent (Hoberman [Chair], Kaplan, Oliviero) .
- Consultant: Committee did not engage a comp consultant in 2023 or 2024; Board may consider engaging one (disclosed intent for 2025) .
Board Service History and Independence Notes
- Director since inception (2020); currently Class III; next personal election cycle: 2026; Board independent members determined via Nasdaq criteria .
- CEO + Chairman structure: explicit acknowledgement by Board with rationale; oversight via independent committees .
Employment Contract Snapshot
- Agreement date: Feb 4, 2022 .
- Salary escalator: ≥ CPI or Compensation Committee determination, whichever higher .
- Severance multiple: 2x salary plus bonus terms; single‑trigger payout at “Transaction” .
- Equity: full acceleration on qualifying termination/CIC .
Investment Implications
- Strong alignment: CEO owns ~14.9% (as of April 2025), aligning incentives with long‑term value creation .
- Near‑term trading signal: Substantial RS vesting on July 15, 2025 may create insider selling pressure/overhang; monitor Form 4 activity into/after that date .
- Takeout optionality: Single‑trigger CIC severance and full equity acceleration can raise payout certainty for the CEO in an M&A event, potentially easing deal acceptance but may draw governance scrutiny from investors preferring double‑trigger constructs .
- Retention/cash posture: Multiple unpaid salary/bonus items (2023–2024) suggest cash conservation; retention risk is largely mitigated by sizable unvested equity and severance protections, but watch morale/turnover signals .
- Governance: Dual role (CEO + Chairman) with fully independent Audit/Comp committees; no say‑on‑pay on ballot; metrics for bonuses undisclosed—expect investor engagement focus on pay‑for‑performance clarity .
References:
- 2025 DEF 14A: roles/ages/board/committees/compensation/ownership/severance .
- 2024 DEF 14A: background/comp tables/ownership/committee independence .
- 2023 DEF 14A: background, equity plan/CIC mechanics, director comp, historical Section 16(a) note .