Benjamin Shapiro
ORAMED PHARMACEUTICALSAbout Benjamin Shapiro
Benjamin Shapiro (age 41) is an independent director at Oramed Pharmaceuticals (ORMP) since May 2023. He co-founded The Daily Wire (June 2015–present), hosts “The Ben Shapiro Show” (since May 2015), and holds a B.A. in Political Science from UCLA (2004, summa cum laude) and a J.D. from Harvard Law School (2007, cum laude) . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Daily Wire | Co-founder | Jun 2015–present | Co-founded leading international media outlet |
| The Ben Shapiro Show | Host | May 2015–present | Hosts popular podcast |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships or committee roles disclosed in the proxy |
Board Governance
- Independence: The Board deemed Shapiro independent; he has no disclosed related roles with Oramed affiliates (contrast: two other independents serve on Oravax’s board) .
- Committee assignments: Not listed as a member of the Audit, Compensation, Nominating, or Investment Committees .
- Attendance: He was the only director below 75% attendance of Board and committee meetings in FY2024 (Board met 6 times; 9 written consents) — a governance red flag for engagement .
- Board leadership/structure context: CEO also serves as Chair; Board cites flexibility but currently has combined roles; Audit has an identified financial expert (Reznick) .
Fixed Compensation
| Component | Amount | Period/Terms | Source |
|---|---|---|---|
| Cash retainer | $30,000 | Standard independent director annual cash fee effective Jan 1, 2024 (paid quarterly) | |
| Committee cash fees | $0 | Not on Audit/Comp/Nominating; committee retainers are $6,000 (Audit), $4,500 (Comp), $4,000 (Nominating) if applicable | |
| Meeting fees | Policy change: $500 per meeting beyond 6 per year; +$2,000 if meeting >3 hours (approved Jan 2, 2025) | Applies beginning 2025 |
2024 director compensation earned: Fees earned/paid in cash $30,000; Stock awards $83,817; Total $113,817 .
Performance Compensation
| Component | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| 2024 Stock awards (RSUs) | $83,817 | Director RSUs vest quarterly on Apr 1, Jul 1, Oct 1, Jan 1, subject to annual approval | No option awards in 2024 |
| Standard equity program (effective 2024) | 5,070 RSUs per director per annum; plus committee RSUs (Audit 2,230; Comp 1,520; Nominating 505) | RSUs vest quarterly (Apr/Jul/Oct/Jan) | Applies to all independent directors |
| Post-2024 grants | 34,650 RSUs granted to Shapiro since Dec 31, 2024 | Aggregate of grants under 2019 Plan (through proxy record date) |
- Performance metrics: Director equity appears time-based; no performance-conditioned metrics disclosed for directors (performance metrics framework applies to employee RSUs/PSUs under the 2019 Plan, not director grants) .
Other Directorships & Interlocks
| Company | Exchange | Role | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | — | No public company directorships or disclosed interlocks with ORMP competitors/suppliers/customers |
Expertise & Qualifications
- Entrepreneur/operator with significant media-industry leadership experience (co-founder of The Daily Wire), plus legal training (Harvard J.D.) .
- Not designated an audit committee financial expert; the Board identifies Yehuda Reznick as the financial expert on the Audit Committee .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 1,934,061 | As of July 3, 2025 record date |
| Ownership (% of outstanding) | 4.7% | Based on 40,845,087 shares outstanding |
| RSUs included (vesting within 60 days) | 1,667 | Counted under beneficial ownership rules |
| Vested RSUs not yet settled | 1,163 | Vested but not yet exercised/settled |
| Options | 0 | No option awards outstanding for Shapiro |
| Stock awards held (as of 12/31/24) | 39,600 | Aggregate RSUs outstanding at year-end 2024 |
- Hedging/derivatives: Company policy prohibits short sales, buying puts/selling calls, and other hedging/derivative transactions in company securities .
- Pledging: No director share pledges disclosed; no related-party transactions involving Shapiro reported for FY2023–FY2024 .
Governance Assessment
- Positive alignment: Material personal ownership (4.7%) suggests meaningful skin-in-the-game; 2024 director pay tilts toward equity, reinforcing alignment .
- Red flags: Below-75% meeting attendance in FY2024 signals engagement risk; absence from all standing committees limits oversight contribution; combined CEO/Chair structure persists, though mitigated by identified audit financial expert and committee independence .
- Compensation/governance context: Director pay structure standardized (cash + time-based RSUs), quarterly vesting, and added meeting-fee policy to compensate for heavier workloads (effective 2025). Company maintains clawback policy for executives and prohibits speculative trading; 2024 Say-on-Pay received >90% support, indicating broad investor tolerance for compensation decisions .
- Conflicts/related-party exposure: None disclosed for Shapiro; no transactions >$120,000 involving him reported .
Overall: Shapiro’s independence and sizable equity stake are constructive for alignment, but sub-75% attendance and lack of committee roles are notable governance concerns for board effectiveness and investor confidence .