Joshua Hexter
ORAMED PHARMACEUTICALSAbout Joshua Hexter
Joshua Hexter, age 54, serves as Chief Operating & Business Officer of Oramed Pharmaceuticals (ORMP), a role he assumed on September 19, 2019 after joining under an employment agreement dated August 18, 2019 . He holds a bachelor’s degree from the University of Wisconsin and a master’s degree in management from Boston University, with prior senior roles at BrainsWay (Chief Business Officer), BioLineRx (Director/Executive Director), and earlier tenure at Oramed as COO and VP Business Development . Company pay-versus-performance disclosures indicate total shareholder return (TSR) values, reflected as $100 initial investment outcomes of $105 (2024), $19 (2023), and $84 (2022), alongside net income of $(15,920)k (2024), $5,088k (2023), and $(37,764)k (2022), framing the capital markets context during his tenure . Executive compensation objectives emphasize attracting and retaining talent through a cash-and-equity mix, with long-term incentives and performance-based vesting aligned to stock price targets and business milestones .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BrainsWay Ltd. (Nasdaq/TASE: BWAY) | Chief Business Officer | 2018–2019 | Commercial-stage medical device growth focus in neuromodulation |
| Oramed Pharmaceuticals | Chief Operating Officer; VP Business Development | 2013–2018 | Operational leadership and BD for pipeline execution |
| BioLineRx Ltd. (Nasdaq/TASE: BLRX) | Director/Executive Director | 2007–2013 | Sourcing, in-licensing, and developing therapeutics |
| Biosensor Systems Design, Inc. | CEO, Board Member | Prior to BLRX (year not specified) | Led biosensor development initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or committee roles disclosed for Hexter |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 272,139 | 259,038 |
| Bonus ($) | 84,583 | 93,992 |
| All Other Compensation ($) | 64,998 | 69,875 |
| Total ($) | 728,440 | 1,031,450 |
| Notes | Bonuses granted at Compensation Committee discretion | Bonuses granted at Compensation Committee discretion |
- Current gross monthly salary under Hexter’s employment agreement: NIS 81,466, effective July 1, 2024; includes company car allowance .
Performance Compensation
| Incentive Type | Grant Date | Size | Terms/Metric | Vesting Schedule | Expiration/Fair Value |
|---|---|---|---|---|---|
| Options | Nov 9, 2019 | 100,000 | Time-based; separate 100,000 contingent on business objectives | 16 quarterly installments of 6,250 starting Nov 1, 2019; additional 4 quarterly installments upon objectives | $3.69 strike; exp 9/11/2029 |
| Options | Feb 3, 2021 | 50,000 | Time-based | 12,500 on each of Dec 31, 2021–2024 | $10.40 strike; exp 2/3/2031 |
| Options | Jan 3, 2022 | 36,000 | Time-based | 9,000 on Jan 1, 2023; 9,000 Jan 1, 2024; 9,000 Jan 1, 2025; 9,000 Jan 1, 2026 | $13.89 strike; exp 1/3/2032 |
| RSUs | Feb 3, 2021 | 100,000 | 33,333 time-based; 33,333 stock price trigger; 33,334 business objectives | 33,333 vested Aug 31, 2021; remainder per triggers | — |
| RSUs | Jan 3, 2022 | 21,000 | Time-based | 5,250 on Jan 1, 2023; 5,250 Jan 1, 2024; 5,250 Jan 1, 2025; 5,250 Jan 1, 2026 | — |
| RSUs | Jul 28, 2022 | 42,000 | Time-based | 14,000 vested Jan 1, 2024; 14,000 Jan 1, 2025; 14,000 Jan 1, 2026 | — |
| RSUs | Apr 17, 2023 | 108,000 | Time-based | 9,000 quarterly x7 from May 1, 2023 (63,000); 9,000 quarterly x5 from Feb 1, 2025 (45,000) | — |
| PSUs | Jan 4, 2024 | 45,000 | Stock price target: average $4.00 over any 10 trading days | Vests in full upon condition met; grant-date fair value $106 using Monte-Carlo (share price $2.39) | — |
| RSUs | Jan 4, 2024 | 180,500 | Time-based | 15,042 quarterly x4 starting Jan 8, 2024 (60,167); 15,042 quarterly x8 starting Jan 1, 2025 (120,333) | — |
| PSUs (executive program) | Jan 2, 2025 | 328,500 (aggregate to execs) | Vest earliest of JV closing with HTIT or Scilex principal repayment +10% | Achieved first updated performance target by Mar 27, 2025 | Fair value aggregate $792 at $2.41 share price |
- Plan-level performance criteria (if used) can include TSR, revenue, operating income, margin metrics, clinical milestones, and regulatory approvals, selected by the Compensation Committee pre-period; Joshua’s disclosed PSUs explicitly tied to stock price and transaction milestones rather than financial ratios .
- 2024 bonuses for NEOs were discretionary and not tied to disclosed, pre-set metrics/weightings .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 781,587 |
| Ownership % of outstanding shares | 1.9% |
| Options exercisable (count; strikes) | 100,000 ($3.69); 50,000 ($10.40) |
| Options unexercisable (count; strikes) | 100,000 ($3.69 contingent); 18,000 ($13.89) |
| RSUs/PSUs unvested (#) | 315,500 shares not vested; market value $763,510 as of 12/31/2024 |
| RSUs scheduled to vest (2025–2026) | 5,250 on 1/1/2025 & 1/1/2026 (2022 grant); 14,000 on 1/1/2025 & 1/1/2026 (2022 grant); 9,000 quarterly x5 starting 2/1/2025 (2023 grant 45,000); 15,042 quarterly x8 starting 1/1/2025 (2024 grant 120,333) |
| Shares issuable upon exercise/vesting included in beneficial count | Includes 177,000 shares issuable upon option exercise and 40,249 shares upon RSU vesting (definition of beneficial ownership window) |
- Insider trading policy prohibits speculative transactions including short sales, buying puts/selling calls, and other hedging/derivative transactions; regular blackout periods and pre-clearance are required for directors and executive officers .
- No disclosure of pledging of shares as collateral or stock ownership guidelines for executives; no pension/SERP plans for executives .
Employment Terms
- Employment agreement: Oramed Ltd. entered into an employment agreement with Joshua Hexter on August 18, 2019; appointed Chief Operating & Business Officer effective September 19, 2019 .
- Current cash compensation: gross monthly salary NIS 81,466 effective July 1, 2024, plus car allowance .
- Change-of-control economics (double trigger, occurring within 3 months prior to and 12 months after CoC): 12 months severance for NEOs (CEO gets 18 months), defined as base salary plus bonuses over severance period; COBRA-equivalent healthcare for U.S.-based persons; full acceleration of unvested equity incentives .
- Clawback policy: recoupment of excess incentive compensation for covered executive officers upon accounting restatement due to material non-compliance, covering the three completed fiscal years prior to restatement requirement .
- No director role for Hexter; committee memberships pertain to directors only .
Compensation Structure Analysis
- Year-over-year shift: Total compensation increased from $728,440 (2023) to $1,031,450 (2024), driven by higher equity grant fair values ($306,720 → $608,545) and discretionary bonus ($84,583 → $93,992); base salary translated to USD decreased modestly reflecting FX translation and changes, while NIS base rose mid-2024 per peer benchmarking .
- Equity mix: Significant RSU cadence with quarterly vesting beginning 2025 (15,042/share tranches) plus PSUs tied to stock price ($4.00 average over 10 trading days) and strategic milestones (HTIT JV/Scilex repayment), increasing alignment with share price and transaction outcomes, but with near-term supply from time-based RSU tranches .
- Award modifications: Company modified 294,000 outstanding PSUs (across executives) on Jan 2, 2025, adjusting vesting criteria and performance targets, with target subsequently achieved; modifications to performance awards can be viewed as a cautionary signal on pay rigor .
- Peer benchmarking: Aon was engaged to benchmark cash/equity vs U.S./Israeli peers; Compensation Committee increased NEO salaries by 15% effective July 1, 2024 to align with market .
Say-on-Pay & Governance Signals
- Say-on-pay approval: Over 90% of votes cast supported NEO compensation at the August 1, 2024 annual meeting .
- Equity plan amendment: 2019 Plan proposed increase by 2,000,000 shares (to 9,500,000) at the Aug 19, 2025 meeting, with detailed plan features and performance criteria specified .
Risk Indicators & Red Flags
- Equity award modification (PSUs) in 2025 to adjust vesting criteria and targets (subsequently met) indicates potential softening of performance hurdles; monitor future grant structures for rigor .
- Concentrated quarterly RSU vesting schedules (2025–2026) and “issuable upon request” language may contribute to episodic insider selling pressure upon vest .
- No disclosure of pledging, hedging is prohibited by policy, mitigating alignment risks; no pension/SERP or tax gross-ups disclosed .
- Options with strikes $10.40 and $13.89 are likely out-of-the-money in weaker price periods, which can reduce realized pay but also diminish motivational value; monitor potential repricing proposals (none disclosed) .
Equity Ownership & Alignment (Detailed Awards at 12/31/2024)
| Category | Detail |
|---|---|
| Options (exercisable) | 100,000 @ $3.69 exp 9/11/2029; 50,000 @ $10.40 exp 2/3/2031 |
| Options (unexercisable) | 100,000 @ $3.69 contingent; 18,000 @ $13.89 exp 1/3/2032 |
| Unvested stock awards | 315,500 shares; market value $763,510 |
| Beneficial ownership | 781,587 shares; 1.9% of outstanding; includes 177,000 option-exercisable and 40,249 RSUs vesting within 60 days of 3/27/2025 |
Performance Compensation (Payout Framework Table)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary annual bonus | Not disclosed | Committee discretion (corporate milestones) | Not formulaic | Paid $84,583 (2023); $93,992 (2024) | Cash |
| PSUs (stock price) | Not disclosed | Average $4.00 over any 10 trading days | Not disclosed | 0 until trigger; then 100% | Single vest upon trigger |
| PSUs (transaction milestone) | Not disclosed | Earliest of HTIT JV close or Scilex principal repayment +10% | Achieved first updated target by 3/27/2025 | 100% at achievement | Single vest upon trigger |
| RSUs (time-based) | Not applicable | Service-based | On schedule | Shares delivered upon request | Quarterly/annual installments |
Employment Contracts & Restrictions
- Term/renewal: Employment agreement in effect since 2019; current compensation updated mid-2024; non-compete/non-solicit terms detailed for other executives; Hexter’s agreement excerpt focuses on compensation and car allowance without explicit non-compete disclosure in proxy .
- Indemnification: Standard director/officer indemnification agreements; clawback policy administered by Compensation Committee .
- Insider trading controls: Blackouts and pre-clearance; ban on hedging and derivative strategies including short sales and options trading by insiders .
Investment Implications
- Near-term vesting cadence implies regular issuance potential: approximately 120,333 RSUs across 2025–2026 from the 2024 grant (15,042 quarterly x8), plus 45,000 RSUs from 2023 grant beginning Feb 1, 2025, and smaller 2022 tranches—collectively a source of potential selling pressure upon share delivery, particularly given “issued upon request” language .
- Alignment levers are primarily equity-based with clear price/milestone triggers: PSUs tied to $4.00 stock price average and to HTIT/Scilex milestones create directional alignment; however, the 2025 PSU target modification and subsequent rapid achievement warrant monitoring for pay-for-performance rigor drift .
- Retention risk appears moderate: Double-trigger CoC protection (12 months base+bonus and full acceleration) and substantial unvested equity provide retention incentives; absence of disclosed pledging and prohibition on hedging supports alignment .
- TSR history is mixed: Company’s pay-versus-performance disclosure shows volatile TSR over 2022–2024 ($100 investment outcomes of $84, $19, $105), underscoring the importance of future milestone execution and equity award design to maintain investor confidence .