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Arie Mayer

Director at ORAMED PHARMACEUTICALSORAMED PHARMACEUTICALS
Board

About Arie Mayer

Independent director since December 2019 (age 69). Managing Director and Chairman of Sigma-Aldrich Israel Ltd. since January 2010, with prior roles at the company since 1995; instrumental in developing cell culture and molecular biology businesses. Education: B.S. in chemistry (Hebrew University) and Ph.D. in biochemistry (Israel Institute of Technology). The Board has determined he is independent under Nasdaq rules; he also serves on the board of Oravax Medical Inc., a 63%-owned affiliate of Oramed.

Past Roles

OrganizationRoleTenureCommittees/Impact
Sigma-Aldrich Israel Ltd.Managing Director & ChairmanJan 2010–present; various roles since 1995Introduced/developed Cell Culture & Molecular Biology businesses in Israel
Oravax Medical Inc. (affiliate)DirectorDate not specifiedBoard service noted; options granted for service at Oravax (see compensation/holdings)

External Roles

OrganizationRolePublic/PrivateNotes
Sigma-Aldrich Israel Ltd.Managing Director & ChairmanPrivateExecutive leadership since 2010
Oravax Medical Inc.DirectorPrivate/affiliate63% owned by Oramed; board interlock

Board Governance

  • Committee memberships: Audit Committee member; Nominating Committee member. Audit Committee met 4 times in FY2024; Nominating Committee met once. Audit Committee financial expert is Yehuda Reznick (not Mayer).
  • Independence status: Board determined Mayer is independent under Nasdaq rules; note service on Oravax board (affiliate).
  • Attendance: Board held 6 meetings in FY2024; all directors except Benjamin Shapiro attended ≥75% of Board/committee meetings—Mayer met the ≥75% threshold.
  • Board evaluation: Annual board and committee evaluations conducted; results reviewed and actions taken to improve effectiveness.
  • Director meeting fees: Effective Jan 2, 2025, $500 cash per meeting beyond six per year and $2,000 per meeting over three hours.
  • Insider trading policy and governance controls: Hedging/speculative transactions prohibited; regular blackout schedules and pre-clearance for directors/officers. Clawback policy adopted for executive incentive compensation.

Fixed Compensation

Component (FY2024)Amount ($)Notes
Annual cash fees earned41,963Director retainer plus committee cash fees
Committee cash fee policy (effective Jan 1, 2024)Audit: $6,000; Compensation: $4,500; Nominating: $4,000Applied per membership; Mayer is on Audit and Nominating
Annual retainer policy (cash)$30,000Independent directors; Chairman add’l $25,500 if not an executive

Performance Compensation

Equity Component (FY2024)Value ($)RSU Policy DetailVesting
Stock awards (RSUs) granted value93,987Annual: 5,070 RSUs; Audit Committee: 2,230 RSUs; Nominating Committee: 505 RSUs (per member) RSUs vest quarterly on Apr 1, Jul 1, Oct 1, Jan 1, subject to annual committee approval

Performance-based metrics framework (from 2019 Plan; used for certain awards company-wide): share price, EPS, TSR, operating margin, gross margin, ROE, ROA, ROI, operating income, net operating income, pre-tax profit, cash flow, revenue, expenses, EBITDA, economic value added, market share, clinical/scientific milestones, regulatory approvals.

Other Directorships & Interlocks

CompanyRoleInterlock/Conflict Considerations
Oravax Medical Inc.DirectorAffiliate (63% owned by Oramed); Mayer receives Oravax option awards for service there; monitor for related-party oversight.

Expertise & Qualifications

  • Industry/technical: Executive experience in biotechnology and biochemistry; management of large organizations; chemistry/biochemistry academic background.
  • Governance: Audit and Nominating Committee service; not designated as audit committee financial expert.
  • Education: B.S. chemistry; Ph.D. biochemistry.

Equity Ownership

HolderTotal Beneficial Ownership (shares)% OutstandingBreakdown
Arie Mayer96,621<1%Includes 27,500 options exercisable; 2,500 RSUs to vest; 1,744 vested RSUs not yet exercised

As of Dec 31, 2024: Aggregate RSUs and options held as director—55,831 shares underlying stock awards; 45,398 shares underlying option awards; includes 15,398 option awards granted by Oravax for Oravax board service.

Policy notes:

  • No pledging disclosed for Mayer; hedging/speculative transactions prohibited by Insider Trading Policy.
  • Ownership guidelines for directors not disclosed.

Governance Assessment

  • Strengths:
    • Independent director with STEM and biotech operating expertise; active on Audit and Nominating committees.
    • Attendance ≥75% and participation in committee work; quarterly vesting RSUs align director incentives over time.
    • Firm-wide governance controls (clawback; insider trading policy; board evaluations) bolster investor confidence.
  • Watch items / potential conflicts (noted, not evidence of misconduct):
    • Oravax board interlock at a majority-owned affiliate; options received for Oravax service—monitor any transactions or decisions implicating Oravax.
  • Director pay structure:
    • Mix of cash (retainer + committee fees) and equity RSUs; 2025 addition of meeting-based cash fees may increase fixed pay sensitivity to meeting cadence.
  • Attendance/engagement:
    • Board met 6 times; committees active; Mayer met engagement threshold; continued monitoring of individual committee attendance advisable.

RED FLAGS

  • Related-party/affiliate oversight: Oravax interlock—requires vigilance if Oravax-related matters come before the ORMP Board or committees.
  • No disclosed director-specific ownership guidelines: alignment relies on RSU grants rather than formal ownership minimums.

Signals

  • Pay-for-performance alignment for directors is primarily through time-based RSUs; company plan allows performance-based equity but director grants are structured as annual RSUs tied to service/committees.
  • Shareholder support for executive pay was strong (>90% “for” in 2024 say-on-pay), indicating general investor acceptance of compensation governance.