Avraham Gabay
ORAMED PHARMACEUTICALSAbout Avraham Gabay
Chief Financial Officer, Treasurer, and Secretary of Oramed Pharmaceuticals since June 18, 2024; age 40; previously interim CFO at BiomX, CFO at Oravax (a 63% subsidiary of Oramed), and Oramed’s CFO (2019–2021). He holds a bachelor’s degree in law and accounting (magna cum laude) from Tel-Aviv University, is a CPA in Israel and a member of the Israeli Bar Association . Company performance context during his tenure: FY 2024 net loss of $15,920 and total shareholder return (TSR) value of an initial $100 investment at $105; FY 2023 net income $5,088 and TSR $19 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR) | $84 | $19 | $105 |
| Net Income (Loss) ($000s) | $(37,764) | $5,088 | $(15,920) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BiomX Inc. (NYSE American: PHGE) | Interim CFO | 2023–2024 | Senior finance leadership at a public biotech |
| Oravax Inc. (63% owned by Oramed) | CFO | 2021–2023 | Finance lead at partially owned subsidiary |
| Oramed Pharmaceuticals Inc. | CFO | 2019–2021 | Corporate finance leadership |
| Orcam Technologies Ltd. | VP Finance | 2015–2019 | Managed finance at a tech company |
| KPMG Israel | Advisory (economic services) | 2014–2015 | Advisory experience at a Big 4 firm |
| Gornitzky & Co. (Law firm) | Tax department | 2013–2014 | Legal-tax experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Sade Ltd. (TASE: SADE) | Director | Current (as of 2025) |
| Iintoo Ltd. (TASE: INTO) | Director | Since 2021 (disclosed in 2024) |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | NIS 68,000 gross monthly, effective June 2024 |
| Perquisites | Company cellular phone and company car |
Performance Compensation
| Award Type | Grant details | Performance Metric | Vesting | Notes |
|---|---|---|---|---|
| RSUs (individual) | 230,000 RSUs granted to Mr. Gabay since Dec 31, 2024 (weighted avg exercise price $0) | Time-based | Not individually disclosed; see executive schedule below | Part of broader executive awards |
| RSUs (executives) | 1,023,000 RSUs granted to executive officers on Jan 2, 2025 | Time-based | Equal quarterly installments of ~85,249 over 3 years starting Jan 1, 2025 | Applies to executive officers, including CFO |
| PSUs (executives) | 328,500 PSUs granted on Jan 2, 2025 | Earliest of: (1) closing of OraTech JV with HTIT; or (2) repayment to Oramed of Scilex principal investment plus 10% | Vests upon achieving trigger; first updated target achieved by Mar 27, 2025 | Performance-conditioned supply; allocation to Gabay not specified |
The Compensation Committee uses peer benchmarking (Aon) to inform cash and equity levels; peers include ALX Oncology, AN2 Therapeutics, Anavex, Atossa, aTyr, Chimerix, Compugen, Fulcrum, Immunic, Marinus, MediciNova, Pluri, Rani, Relmada, Rezolute, Vistagen, vTv, Zevra, among others .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 153,006 shares; less than 1% of shares outstanding |
| Breakdown | Includes 15,666 shares underlying vested RSUs (vested but not yet exercised) |
| Shares outstanding (context) | 40,845,087 shares as of July 3, 2025 |
| Hedging/derivatives policy | Prohibits short sales, options/derivatives, and speculative transactions; blackout schedules and pre-clearance for directors/executives |
| Anti-hedging (2024 disclosure) | Explicit ban on hedging and margin purchases |
| Pledging | No pledging disclosed in proxy statements |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | CFO, Treasurer & Secretary effective June 18, 2024 |
| Contract & compensation | Employment agreement via Oramed Ltd.; NIS 68,000 gross monthly; phone and car provided |
| Severance (Change-in-Control) | “Double trigger”: CEO gets 18 months; all other NEOs (incl. CFO) get 12 months of base salary plus bonuses; COBRA-equivalent for U.S.-based; full acceleration of all unvested equity incentives; applies if termination occurs within 3 months before to 12 months after a change-in-control |
| Clawback policy | Executive clawback for excess incentive compensation following an accounting restatement for material noncompliance; covers 3 prior fiscal years |
| Indemnification | Standard indemnification agreements for directors and officers |
Performance & Track Record
- Transaction execution: As CFO, Gabay is signatory on key capital actions, including Scilex warrant repurchase option agreements (July 23, 2025) and agreements with HTIT (October 2025) related to joint venture/share repurchase arrangements .
- Investment activity: Oramed invested ~$36.9M in Alpha Tau Medical in April 2025; obtained board nomination rights and entered an IR/PR services agreement with warrants consideration .
- Capital outcomes: Company highlighted growing total cash and assets to ~ $210M (unaudited) as of Sept 30, 2025 while advancing R&D and buybacks (management letter) .
Compensation Committee & Say-on-Pay
- Compensation Committee members: Daniel Aghion, Yehuda Reznick, Leonard Sank; independent per Nasdaq and SEC rules .
- Say-on-Pay: Over 90% approval at August 1, 2024 annual meeting .
Compensation Structure Analysis
- Shift toward RSU-dominant awards vs options: Since Dec 31, 2024, executives received RSUs (including 230,000 to Gabay) and no options, reflecting lower-volatility equity incentives .
- Performance PSUs tied to transaction/value recovery triggers (HTIT JV, Scilex repayment +10%), aligning payouts with defined milestones; first updated target met by Mar 27, 2025 .
- Change-in-control “double trigger” with full acceleration increases M&A-related retention risk for unvested awards .
Vesting Schedules and Insider Selling Pressure
- Executive RSUs vest in equal quarterly installments over three years beginning Jan 1, 2025 (aggregate ~85,249 per quarter across executives), creating predictable supply windows; Gabay’s individual quarterly vest quantities are not separately disclosed .
- PSUs vest upon specific events (HTIT JV closing or Scilex repayment +10%)—the first updated performance target was achieved by Mar 27, 2025, adding potential supply at vest .
Investment Implications
- Alignment: Gabay’s RSU-heavy package and PSUs tied to transactional milestones align incentives to close value-creating deals and recovery outcomes; insider trading and anti-hedging policies reduce misalignment risk .
- Retention and M&A risk: Double-trigger CIC terms with full acceleration could reduce lock-in during strategic transactions; monitor any upcoming deal timelines and Form 4s around quarterly vest dates .
- Ownership: Small disclosed stake (<1%) limits direct financial alignment vs CEO/CSO, but sizable RSU grants since late 2024 provide meaningful at-risk equity exposure .
- Execution signals: CFO signature on Scilex and HTIT agreements indicates hands-on role in capital deployment; continued tracking of cash/asset growth and investment returns (e.g., Alpha Tau) is warranted for assessing compensation-for-performance .