Leonard Sank
ORAMED PHARMACEUTICALSAbout Leonard Sank
Leonard Sank has served as a director of Oramed Pharmaceuticals Inc. since October 2007. He is a South African entrepreneur with 30+ years of leadership experience in developing businesses; Oramed cites his qualifications as years of experience in development-stage businesses and service as a director of many entities . Biographies in Oramed filings consistently describe Sank’s entrepreneurial background and current service on boards of national businesses and local non-profit organizations in Cape Town, South Africa . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastvaal Motors Pty Ltd. | Director | Since Dec 2011 (as disclosed in 2014 filing) | Oversight of diversified retail motor business |
| Bradbury Finance Pty Ltd. | Director | Since 2010 (as disclosed in 2014 filing) | Finance oversight |
| Vecto Finance Pty Ltd. | Director | 2000–2007 | Credit lending business leadership |
| Macsteel Service Centres SA Pty Ltd. | Director | “Past fifteen years” as of 2014 filing | Board role at South Africa’s largest private company |
| Various small businesses and local non-profits in Cape Town | Director/Board member | Ongoing | Community engagement and governance roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Eastvaal Motors Pty Ltd. | Director | Continuing as of latest detailed biography | Disclosed in Oramed filings |
| Bradbury Finance Pty Ltd. | Director | Continuing as of latest detailed biography | Disclosed in Oramed filings |
| Vecto Finance Pty Ltd. | Director | Historical | Disclosed in Oramed filings |
| Macsteel Service Centres SA Pty Ltd. | Director | Historical/long-tenured | Disclosed in Oramed filings |
Board Governance
- Independence: The Board determined that Leonard Sank is independent under Nasdaq rules in the most recent annual report and proxies .
- Committee assignments (recent years):
- Compensation Committee member in Fiscal 2023; the committee met four times and acted by written consent four times .
- Audit Committee member in Fiscal 2022–2023; the committee met six times (FY22) and three times (Transition Period), and he served alongside Dr. Arie Mayer and Yadin Rozov (Rozov was the audit committee financial expert) .
- Historical: Compensation Committee member in Fiscal 2020, with all members independent .
- Attendance: Oramed disclosed that all directors attended at least 75% of Board and committee meetings in FY2019, FY2020, FY2021, and FY2022 (except named exceptions unrelated to Sank), indicating Sank met the minimum attendance threshold during these periods .
- Governance processes: The Board conducts annual board and committee evaluations, with improvements addressed post-review . The Compensation Committee has authority to administer equity plans and exercise rights under the Company’s Clawback Policy .
Fixed Compensation
Director pay structure and recent compensation:
- Current policy (effective Jan 1, 2024; affirmed in 2025 proxy): Base retainer $30,000 and annual grant of 5,070 RSUs; committee retainers: Audit $6,000 + 2,230 RSUs; Compensation $4,500 + 1,520 RSUs; Nominating $4,000 + 505 RSUs; RSUs vest quarterly (Apr 1, Jul 1, Oct 1, Jan 1) subject to annual Compensation Committee approval .
- Meeting fees introduced (approved Jan 2, 2025): $500 per meeting for attendance beyond six meetings per year; additional $2,000 per meeting if over three hours, regardless of the number of meetings .
| Metric (USD) | FY 2013 | FY 2015 | FY 2017 | FY 2020 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|
| Cash fees | $10,000 | $11,667 | $20,000 | $20,000 | $39,188 | $43,875 | $41,117 |
| Stock awards (RSUs) | — | $119,886 | — | — | $184,980 | $68,400 | $93,987 |
| Option awards | $11,106 | — | $86,076 | $55,505 | $81,798 | — | — |
| Total | $21,106 | $131,553 | $106,076 | $75,505 | $305,966 | $112,275 | $135,104 |
Notes:
- As of FY2020, Sank held 69,867 options; committee fees were specified for Audit ($5,625), Compensation ($4,500), and Nominating ($3,750), with base director retainer $30,000 effective Dec 1, 2021 (Aon study) .
- FY2024 committee-membership RSU/cash structure supersedes the 2021 cash-only committee fees, signaling a shift to equity-aligned director pay .
Performance Compensation
- No performance-based metrics disclosed for director compensation. Annual equity grants (RSUs) vest on scheduled dates; there are no references to PSU/TSR or operational KPIs tied to director pay in the director compensation sections and policy description .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| Eastvaal Motors Pty Ltd. | Private | Director | No public-company interlock disclosed with Oramed suppliers/customers |
| Bradbury Finance Pty Ltd. | Private | Director | Finance entity; no public-company interlock disclosed |
| Vecto Finance Pty Ltd. | Private | Director (historical) | No interlock with Oramed disclosed |
| Macsteel Service Centres SA Pty Ltd. | Private | Director (historical/long) | No interlock with Oramed disclosed |
Oramed notes Oravax Medical Inc. board service for certain independent directors (Dr. Arie Mayer, Yehuda Reznick), but Sank is not listed as serving on Oravax’s board in recent filings .
Expertise & Qualifications
- Entrepreneurial operator with decades of experience building and leading businesses; viewed by Oramed as valuable for development-stage company oversight and governance .
- Not identified as the Audit Committee financial expert in recent filings; that designation was given to Yadin Rozov (FY2022–2023) and to Yehuda Reznick (FY2023–2024) .
Equity Ownership
Beneficial ownership evolution and components:
| Metric | 2015 DEF 14A (Jun 29, 2015) | 2020 DEF 14A (Jun 15, 2020) | 2023 DEF 14A (May 24, 2023) | 2023 10-K (Mar 6, 2024) | 2024 DEF 14A (Jun 12, 2024) | 2024 10-K (Mar 27, 2025) | 2025 DEF 14A (Jul 3, 2025) |
|---|---|---|---|---|---|---|---|
| Shares beneficially owned | 571,435 (4.9%) | 641,880 (3.3%) | 67,063 (<1%) | 87,395 (<1%) | 79,131 (<1%) | 109,294 (<1%) | 107,377 (<1%) |
| Options outstanding (incl. in ownership calc) | 58,094 (component) | — | 52,367 | 54,867 | — | 44,273 | 77,367 |
| RSUs issuable upon vesting | 2,718 | — | — | 4,832 | — | 2,500 | 2,500 |
| Vested RSUs not yet exercised | — | — | — | — | — | — | 1,628 |
Disclosed ownership structure historically included shares and warrants held by Sank, his spouse, and a trust where he is trustee, with explicit disclaimers of beneficial ownership for certain spouse/trust holdings; the detailed breakdown was provided in the 2015 proxy .
Insider Trades
Recent Form 4 transactions for Leonard Sank (director):
Note: Transaction codes per SEC/skill: A=Award/Grant (RSUs or stock), M=Option exercise/conversion, F=Tax withholding-in kind; post-transaction ownership is as reported in the Form 4 records.
Governance Assessment
- Strengths
- Long-tenured independent director with deep entrepreneurial experience and prior finance/company leadership roles, valuable for oversight in development-stage biopharma .
- Active committee engagement across Audit and Compensation in recent years; committees meet regularly and operate under written charters, with clear responsibilities and independence affirmed .
- Attendance disclosures indicate directors met minimum attendance thresholds across multiple fiscal years, supporting engagement .
- Introduction of RSU components to director compensation and quarterly vesting aligns director pay with shareholder value creation and continuity, while the Board maintains a Clawback Policy oversight function .
- Watch items / potential investor signals
- Shift in director compensation mix toward RSUs and added meeting fees in 2025 increases guaranteed/equity-linked pay; investors should monitor whether meeting fee structure leads to higher cash outlays and whether RSU grants remain time-based versus performance-conditioned .
- Sank is not designated an “audit committee financial expert” in recent filings; Audit Committee financial expertise resides with other members (Rozov in 2023; Reznick in 2024), which may shape committee leadership dynamics .
- Historical beneficial ownership structures included spouse and trust holdings with disclaimers; no related‑party transactions involving Sank were identified in the reviewed filings, but ownership complexity merits ongoing monitoring for pledging or related‑party exposure in future proxies .
Board Meeting and Committee Activity Snapshot
| Period | Board Meetings Held | Attendance (threshold disclosure) | Audit Committee Meetings | Compensation Committee Meetings |
|---|---|---|---|---|
| FY2019 | 5 | All directors ≥75% | 4; 2 written consents | — |
| FY2020 | 6 | All directors ≥75% (except Mr. Gao) | — | Compensation Committee active; Sank member |
| FY2021 | 8 | All directors ≥75% | — | — |
| FY2022 | 6 | All directors ≥75% | 6; 4 written consents | — |
| FY2023 | — | — | 5; 4 written consents | 4; 4 written consents |
RED FLAGS
- None disclosed specific to Sank in recent filings. Historical attendance thresholds were met, and no related‑party transactions involving Sank were identified in the reviewed proxies/10‑Ks; continue monitoring for pledging, hedging, or new related‑party engagements in future filings .
Notes on Compensation Structure and Alignment
- 2025 policy formalizes RSU grants for base and committee service, quarterly vesting cadence, and meeting fees—clarity is positive, but investors should monitor cumulative pay outcomes vs. workload and performance, and whether RSUs are time-based without performance gates .
- Historical mix shows variability: larger RSU/option awards in FY2022 contrasted with more moderate equity awards in FY2023–FY2024, indicating normalization after transition/restructuring period .