Miriam Kidron
ORAMED PHARMACEUTICALSAbout Miriam Kidron
Dr. Miriam Kidron is Chief Scientific Officer and a director at Oramed Pharmaceuticals, appointed in March 2006; she is a pharmacologist and biochemist with a Ph.D., age 84 in 2025, and the mother of CEO/Chairman Nadav Kidron . Her background includes senior diabetes research at Hadassah University Hospital (1990–2007), a visiting professorship at the University of Toronto Medical School, and memberships in the American, European, and Israeli Diabetes Associations; she is a recipient of the Bern Schlanger Award . Company performance indicators disclosed for pay-versus-performance show a $100 TSR proxy value of $105 in Fiscal 2024 with net loss $(15,920) vs. $19 TSR and net income $5,088 in Fiscal 2023, indicating volatile outcomes during recent periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hadassah University Hospital (Diabetes Unit) | Senior Researcher | 1990–2007 | Foundational diabetes research underpinning Oramed’s oral delivery technology |
| University of Toronto Medical School | Visiting Professor | Not disclosed | Academic collaboration; external scientific credibility |
| American, European, Israeli Diabetes Associations | Member | Not disclosed | Professional networks in endocrinology/metabolic disease |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Academic/Professional Societies | Member (American, European, Israeli Diabetes Associations) | Not disclosed | Maintains scientific currency and peer networks |
| Bern Schlanger Award | Award Recipient | Not disclosed | Recognition for contributions in biochemistry/pharmacology |
Fixed Compensation
Multi-year NEO compensation for Dr. Kidron:
| Metric (USD) | Fiscal 2022 | Fiscal 2023 | Fiscal 2024 |
|---|---|---|---|
| Base Salary | $378,569 | $347,405 | $408,104 |
| Bonus (Actual) | $140,231 | $139,123 | $155,291 |
| RSUs/PSUs Awards (Grant-date FV) | $1,938,580 | $605,480 | $951,545 |
| Option Awards (Grant-date FV) | $588,947 | $0 | $0 |
| All Other Compensation | $23,879 | $17,423 | $19,607 |
| Total Compensation | $3,070,206 | $1,109,431 | $1,534,547 |
Key fixed pay developments:
- Consulting fee increased to NIS 117,040/month effective Jan 1, 2024 for Oramed Ltd services , and to NIS 67,275/month at the parent effective Apr 1, 2025 (plus a separate Oramed Ltd employment salary of NIS 51,750/month) .
- Company-wide 15% base pay increase for NEOs effective July 1, 2024 to align with market benchmarks (Aon) .
Performance Compensation
Disclosed performance-linked awards and vesting conditions (selected):
| Award Type | Grant | Metric/Target | Amount | Vesting/Payout | Status |
|---|---|---|---|---|---|
| PSUs | Jan 4, 2024 | Company stock price averages $4.00 over any 10-trading day period | 74,000 PSUs | Full vest upon target; Monte Carlo FV stated at grant | Open as of 2024 |
| PSUs (Execs, including NEOs) | Jan 2, 2025 | Earliest of: closing of JV transaction with HTIT (OraTech) OR Scilex principal investment repaid +10% | 328,500 PSUs (aggregate executives) | Full vest upon either event | Achieved first updated performance target by Mar 27, 2025 |
| RSUs (time-based) | Apr 17, 2023 | Time-based quarterly vesting | 213,000 RSUs | 17,750 quarterly across 7 quarters (first leg) then next 9 quarters from Feb 1, 2024 | Ongoing quarterly vesting through 2026 |
| RSUs (time-based) | Jan 3, 2022 | Time-based: 10,500 tranches annually | 42,000 RSUs | 10,500 on Jan 1, 2023/2024; remaining 10,500 on Jan 1, 2025 and 2026 | Ongoing |
| RSUs (time-based) | Jul 28, 2022 | Time-based: annual | 84,000 RSUs | 28,000 on Jan 1, 2024; 28,000 on Jan 1, 2025; 28,000 on Jan 1, 2026 | Ongoing |
Notes:
- Equity plan permits performance-based vesting across metrics including TSR, revenue, margins, ROE/ROA, clinical/regulatory milestones; chosen criteria set by Compensation Committee, with ability to adjust for extraordinary items .
- Executive compensation clawback policy adopted; recovery applies to excess incentive compensation following restatement (three fiscal years lookback) .
Equity Ownership & Alignment
Beneficial ownership snapshot and evolution:
| Metric | As of May 24, 2023 | As of Jun 12, 2024 | As of Jul 3, 2025 |
|---|---|---|---|
| Total Beneficial Shares | 515,049 | 790,540 | 1,252,832 |
| Ownership % of Common | 1.3% | 1.9% | 3.0% |
| Options Exercisable/Outstanding (included in beneficial) | 411,133 | 431,999 | 474,999 |
| RSUs to Vest (near-term) | 17,750 | 42,375 | 42,375 |
| Vested RSUs (issuable upon request) | 0 disclosed at 2023 cut | 230,000 | 432,000 |
Outstanding unvested equity (end of year reference points):
| Metric | Dec 31, 2022 | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|---|
| Unvested RSUs (#) | 301,334 | 408,584 | 570,085 |
| Market Value of Unvested RSUs | $3,625,048 | $943,829 | $1,379,606 |
Alignment policies:
- Insider trading policy prohibits hedging/derivatives (short sales, puts/calls), sets blackout schedules, and requires pre-clearance for directors/officers; promotes compliance with securities laws . No pledging disclosures identified.
Vesting schedules and potential selling pressure:
- Significant quarterly vesting cadence through 2026 from large RSU grants (e.g., 213,000 RSUs with quarterly tranches; 84,000 RSUs annual tranches), which can create supply overhang during vest windows .
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Relationship | Dual role; family tie | Executive officer and director; mother of CEO/Chairman Nadav Kidron |
| Consulting (Oramed Ltd historic) | KNRY agreement (2008; amended) | Terminable on 140 days’ notice; expenses reimbursed; 12-month post-term non-compete and non-solicit |
| Consulting (Parent Oramed Inc) | KNRY (effective Apr 1, 2025) | NIS 67,275/month; 140 days’ notice; expenses reimbursed; 12-month post-term non-compete and non-solicit |
| Employment (Oramed Ltd) | Effective Apr 1, 2025 | Gross monthly salary NIS 51,750; phone and company car provided |
| Prior consulting fee | KNRY fee updated | NIS 117,040/month effective Jan 1, 2024 (Oramed Ltd) |
| Indemnification | Director/officer indemnification | Maximum extent permitted by law |
| Change-in-control (double trigger) | Severance & vesting | 12 months severance for NEOs; severance = base + bonuses over period; COBRA equivalents for U.S.-based; full acceleration of unvested equity |
| Clawback | Executive incentive recoupment | Three-year lookback for excess incentive comp on restatement |
Board Governance
- Board service: Director since 2006; board size 7; annual election cycle .
- Committee roles: Not a member of Audit, Compensation, Nominating, or Investment Committees (Audit: Aghion, Mayer, Reznick; Compensation: Aghion, Reznick, Sank; Nominating: Mayer, Sank; Investment: Aghion, Reznick) .
- Independence: Not independent (executive); board identified independent directors exclude Dr. Kidron .
- Attendance: Directors generally ≥75% attendance in Fiscal 2024 (all except Benjamin Shapiro); directors ≥75% in Fiscal 2023 and Fiscal 2022 .
- Director pay: Executive officers do not receive additional compensation for service as directors .
Compensation Structure Analysis
- Mix shift: 2024 total comp increased vs 2023, driven by higher RSU grants and base pay adjustments; options awards not present in 2023–2024 after heavy option grants in 2022 (suggests shift toward RSUs/PSUs) .
- Benchmarks: Compensation peer groups reviewed by Aon (2023/2024) and Deloitte (2022) to calibrate pay levels and equity vehicles .
- Policy improvements: Adoption of clawback policy (RECOV) and explicit anti-hedging restrictions improve alignment .
- Award modifications: 294,000 outstanding PSUs were modified in 2025 (vesting criteria/performance targets), which can be a governance red flag if standards were eased; however, targets tied to strategic transactions/investment recovery and were achieved by Mar 27, 2025 .
Say-on-Pay & Shareholder Feedback
- Advisory vote: Over 90% of votes cast approved NEO compensation at the Aug 1, 2024 annual meeting .
- Frequency: Advisory votes held per schedule; prior high support noted by the company .
Equity Ownership & Option Detail (Selected)
- Options: Multiple grants across 2017–2022 with exercise prices from $3.16 to $13.89 and expirations 2027–2032; time-based vesting generally in annual tranches .
- RSUs/PSUs: Significant multi-year grants with time- and performance-based tranches; performance thresholds include stock price and business objectives (e.g., JV closing) .
Investment Implications
- Alignment: High continuing equity exposure (rising beneficial holdings, substantial unvested RSUs/PSUs) supports long-term alignment; anti-hedging and clawback strengthen governance .
- Selling pressure: Quarterly vesting schedules through 2026 imply recurring supply windows; monitor Form 4 filings around vest dates and blackout periods for potential technical pressure .
- Governance risk: Dual role as executive and director plus familial relationship to CEO/Chairman raises independence concerns; compensation decisions are overseen by independent Compensation Committee, mitigating but not eliminating risk .
- Event-driven PSUs: 2025 PSUs tied to JV closing/Scilex repayment achieved, potentially increasing realized equity and near-term liquidity events; monitor subsequent trading behavior and retention dynamics .
- Pay vs performance: Recent variability (2023 net income but low TSR vs 2024 net loss and improved TSR) suggests macro/idiosyncratic drivers; equity-heavy pay maintains at-risk orientation even as base pay increased in 2024 .