Nadav Kidron
ORAMED PHARMACEUTICALSAbout Nadav Kidron
Nadav Kidron, age 51, is President, Chief Executive Officer, Director, and since June 30, 2022, Chairman of Oramed Pharmaceuticals Inc.; he has served as CEO and director since March 2006 and holds an LL.B. and an International MBA from Bar Ilan University . Recent shareholder performance disclosures show Total Shareholder Return (TSR) values of $84, $19, and $105 for fiscal years 2022, 2023, and 2024 respectively, with net income (loss) of $(37,764), $5,088, and $(15,920) over the same periods . The company’s compensation “pay versus performance” adjustments indicate significant equity-based components influencing compensation actually paid in 2022 and 2024, highlighting the linkage between realized pay and equity valuation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oramed Pharmaceuticals Inc. | President, CEO, Director; Chairman since 6/30/2022 | 2006–present | Founder-leadership, capital markets experience, corporate management |
| Institute of Advanced Jewish Studies at Bar Ilan University | Managing Director | 2003–2006 | Executive management experience |
| Wine, Mishaiker & Ernstoff Law Offices | Legal intern | 2001–2003 | Legal training; governance and contracts exposure |
| Merage Foundation (U.S.–Israel Trade Programs) | Fellow (Life Sciences) | 2009 | Executive program fellowship; cross-border industry perspective |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alpha Tau Medical Ltd. | Director | Since May 2025 | Appointed via Oramed Ltd.’s investment rights; compensated per Alpha Tau board policy |
| MDG Real Estate Global, Ltd. | Chairman of the board | Ongoing | Board leadership role |
| Israel Advanced Technology Industries (IATI) | Director | Ongoing | Industry organization governance |
| Entera Bio Ltd. | Director | Until 2016 | Prior public company board experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 462,988 | 540,145 |
| Bonus ($) | 242,576 | 270,767 |
| All Other Compensation ($) | 48,738 | 62,017 |
| All Other Compensation — Detail: Auto ($) | 21,191 | 30,505 |
| All Other Compensation — Detail: Manager’s Insurance ($) | 21,711 | 25,158 |
| All Other Compensation — Detail: Education Fund ($) | 5,836 | 6,354 |
Notes:
- Effective Jan 1, 2024, CEO consulting fee set at NIS 96,825 per month; effective Jul 1, 2024 increased to NIS 111,349 per month .
- Oramed Ltd. employment salary for CEO: gross monthly NIS 51,591 effective Jan 1, 2024; NIS 59,330 effective Jul 1, 2024 .
Performance Compensation
| Award Type | Grant Date | Metric | Target/Condition | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| RSUs | 2/3/2021 | Price / Business objectives | 100,000 vest on stock price target; 100,000 on business objectives | Not specifically disclosed for each tranche; 100,000 vested 8/31/2021 | As above; 100,000 vested 8/31/2021; remaining performance tranches contingent |
| RSUs | 1/3/2022 | Time-based | 63,000 total | 15,750 vested 1/1/2023; 15,750 vested 1/1/2024 | Remaining 15,750 vest 1/1/2025; 15,750 vest 1/1/2026 |
| RSUs | 7/28/2022 | Time-based | 126,000 total | 42,000 vested 1/1/2024 | 42,000 vest 1/1/2025; 42,000 vest 1/1/2026 |
| RSUs | 4/17/2023 | Time-based | 279,000 total | 162,750 vested in seven equal quarterly installments of 23,250 starting 5/1/2023 | Remaining 116,250 vest in five equal quarterly installments of 23,250 starting 2/1/2025 |
| RSUs | 1/4/2024 | Time-based | 329,000 total | 109,668 to vest in twelve equal quarterly installments of 27,417 starting 1/8/2024 | Quarterly vesting through 2026 per schedule |
| PSUs | 1/4/2024 | Stock Price | Vest when 10-day average closing price ≥ $4.00 | Not disclosed as achieved; grant fair value $691 (Monte Carlo) at stock price $2.39 | Cliff vest upon price condition |
| RSUs (Exec group) | 1/2/2025 | Time-based | 1,023,000 total to exec officers | Vest in equal quarterly installments ≈85,249 over three years starting 1/1/2025 (group-level) | Quarterly over 3 years (group-level) |
| PSUs (Exec group) | 1/2/2025 | Transaction/Recovery | Vest at earliest of: closing of OraTech JV with HTIT; or repayment of Scilex principal +10% | As of 3/27/2025, PSUs achieved first updated performance target (group-level) | Cliff vest upon condition (group-level) |
Additional details:
- Long-term incentives emphasize both time-based and performance-based awards; performance criteria under the plan can include TSR, revenue, regulatory milestones, clinical completion, margins, and other measures selected by the Compensation Committee within 90 days of award .
- Discretionary annual bonuses are based on scientific/business goals, capital raising, licensing, collaborations, and pipeline development; no fixed weighting or target percentages disclosed .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total Beneficial Ownership | 3,044,745 shares (includes derivatives/rights as described) |
| Ownership as % of Outstanding Shares | 7.4% of 40,845,087 shares outstanding |
| Options held (exercisable) | 762,750 shares issuable upon exercise |
| RSUs — Unvested | 50,667 shares issuable upon vesting |
| RSUs — Vested but not yet issued | 36,125 shares issuable upon request |
| Shares held via proxy | 218,603 shares held by former director Xiaopeng Li over which Kidron holds a proxy |
Outstanding equity awards detail (selected options):
- Option tranches include strike prices of $7.77 (exp. 6/30/2027), $8.14 (exp. 1/31/2028), $3.16 (exp. 2/26/2029; re-granted 9/11/2019 under the 2019 Plan), $4.80 (exp. 1/8/2030), $10.40 (exp. 2/3/2031), and $13.89 (exp. 1/3/2032) with specific vesting schedules, plus 116,127 options in Oravax Medical at $3.91 (exp. 9/17/2032) .
Expected vesting cadence and potential selling pressure (2025-focused):
- 2025 quarterly vesting for 2023 RSUs: 23,250 shares each on 2/1, 5/1, 8/1, 11/1/2025, and 2/1/2026 .
- 2025 quarterly vesting for 2024 RSUs: 27,417 shares per quarter through 2026 .
- 2025 single-date vesting for 2022 RSUs: 42,000 on 1/1/2025 and 15,750 on 1/1/2025 from separate grants .
- Executive officers also have group-level RSUs vesting ≈85,249 shares per quarter starting 1/1/2025; individual allocations not disclosed .
Trading policy: Prohibits short sales, put/call transactions and other hedging; requires pre-clearance for directors/executive officers and imposes regular blackout periods .
Employment Terms
| Term | Provision |
|---|---|
| CEO Consulting Agreement (Shnida Ltd.) | Effective 11/1/2022; terminable by either party with 140 days’ notice; reimbursed expenses; monthly fee NIS 96,825 from 1/1/2024 and NIS 111,349 from 7/1/2024; 12-month non-compete and non-solicit post-term |
| CEO Employment (Oramed Ltd.) | Effective 11/1/2022; gross monthly salary NIS 51,591 from 1/1/2024 and NIS 59,330 from 7/1/2024; phone and company car |
| Change-in-Control (double trigger) | If termination occurs within 3 months prior to and 12 months after a change-in-control: CEO severance of 18 months; other NEOs 12 months; severance defined as base salary plus bonuses; COBRA-equivalent for U.S.-based; full acceleration of unvested equity |
| Clawback | Executive compensation clawback for restatements due to material noncompliance; recoupment of excess incentive compensation over prior 3 fiscal years |
| Indemnification | Company indemnification agreements with directors and officers to maximum extent permitted by law |
Board Governance
- Kidron serves as combined CEO and Chairman since June 30, 2022; the Board determined to combine roles upon former Chairman’s departure but views separation as fostering more effective governance and retains flexibility to appoint an independent Chairman in future .
- Independence: Board determined that Aghion, Mayer, Reznick, Sank, and Shapiro are independent under Nasdaq rules; Miriam Kidron is Kidron’s mother, highlighting a familial relationship on the board .
- Committees:
- Audit Committee: Aghion, Mayer, Reznick; Reznick designated audit committee financial expert; met 4 times in FY 2024 .
- Compensation Committee: Aghion, Reznick, Sank; met 2 times; independent members .
- Nominating Committee: Mayer, Sank; met once .
- Investment Committee (formed 2025): Aghion, Reznick; oversees investment strategy and 1940 Act considerations .
- Board Attendance: six meetings in FY 2024; all directors attended at least 75% except Benjamin Shapiro .
- Say-on-Pay: Over 90% approval at Aug 1, 2024 annual meeting .
Director Compensation (Context for Dual Role)
- Standard annual independent director compensation effective 1/1/2024: cash $30,000 plus 5,070 RSUs; Audit member $6,000 plus 2,230 RSUs; Compensation member $4,500 plus 1,520 RSUs; Nominating member $4,000 plus 505 RSUs; additional $25,500 for Chairman if not an executive officer; executive officers receive no additional compensation for director service .
- Effective 1/2/2025: additional meeting fees—$500 per meeting beyond six per year; $2,000 per meeting over three hours attended .
Compensation Structure Analysis
- Year-over-year cash vs equity mix: CEO salary increased 15% effective 7/1/2024 per market benchmarking; RSU and PSU awards are significant drivers of total compensation, with $1,224,760 in stock awards reported for 2024 vs $904,920 in 2023 .
- Shift toward RSUs and PSUs: Multiple large RSU tranches with quarterly vesting and performance PSUs tied to stock price and strategic transactions indicate emphasis on equity; options remain outstanding but recent grants primarily RSU/PSU .
- Equity plan capacity and potential dilution: Proposal to increase 2019 Plan by 2,000,000 shares to 9,500,000; as of 7/3/2025 there were 632,867 shares available and 4,291,485 options outstanding under the plan . Equity compensation outstanding totals 3,947,562 instruments with 2,148,993 shares remaining for issuance as of 12/31/2024 .
- Consultant involvement: Aon engaged to benchmark compensation and advise on equity vehicles; peer group includes ALXO, AN2, Anavex, Atossa, aTyr, Chimerix, Compugen, Fulcrum, Immunic, Marinus, MediciNova, Pluri, Rani, Relmada, Rezolute, Vistagen, vTv, Zevra .
Related Party Transactions
- Oramed Ltd. invested ~$36.9 million in Alpha Tau on 4/24/2025; obtained rights to nominate two directors and designated Kidron on 5/12/2025; Oramed Ltd. to provide investor/public relations services to Alpha Tau for $3,000,000 over three years plus warrants for up to 3,237,000 shares at $3.474–$3.90, subject to shareholder approval; term three years with limited termination rights .
- Company policy requires related transactions to be no less favorable than third-party terms; board approval required .
Performance & Track Record
| Fiscal Year | CEO SCT Total ($) | CEO Compensation Actually Paid ($) | Company TSR (Value of $100) | Net Income (Loss) |
|---|---|---|---|---|
| 2022 | 6,833,620 | 7,447,366 | 84 | (37,764) |
| 2023 | 1,659,222 | 265,813 | 19 | 5,088 |
| 2024 | 2,097,689 | 2,141,803 | 105 | (15,920) |
Note: Compensation actually paid reflects point-in-time fair values of stock awards per SEC methodology and may diverge from realized cash .
Employment & Contracts (Retention Risk)
| Item | Detail |
|---|---|
| Tenure in current role | CEO since March 2006; Chairman since June 30, 2022 |
| Term/Auto-renewal | Consulting/employment agreements terminable with 140 days’ notice; no explicit auto-renewal disclosed |
| Non-compete | 12 months post-termination (consulting agreements) |
| Severance (CIC) | Double trigger; CEO 18 months; others 12 months; bonuses included; full equity acceleration |
| Garden leave / post-termination consulting | Not disclosed |
| Indemnification | Yes, to maximum extent permitted by law |
Board Service History and Dual-Role Implications
- Board service since 2006; elevated to Chairman effective 6/30/2022 .
- Dual role CEO + Chairman raises independence concerns; Board states preference to separate roles for effective governance but combined temporarily after 2022 chairman departure, with potential future nomination of independent Chairman .
- Familial relationship on board (Miriam Kidron is CEO’s mother) further underscores independence considerations; Board identifies independent directors to mitigate .
- Committee roles: CEO is not listed as committee member; audit, compensation, and nominating committees comprised of independent directors .
Investment Implications
- Alignment and ownership: Kidron’s 7.4% beneficial ownership, substantial option overhang and predictable quarterly RSU vesting create ongoing supply that can pressure stock near vest dates; blackout/pre-clearance mitigates timing risks but vesting volume is material in 2025–2026 .
- Pay-for-performance: Heavy equity-linked compensation with PSUs tied to stock price and strategic transactions supports performance orientation; however, the modification of 294,000 PSUs to adjust vesting targets is a governance watch item akin to repricing/modifying awards, though framed as updated performance criteria .
- Retention risk: Double-trigger CIC severance and full acceleration protect retention but can create significant change-in-control payout leverage; consulting structure (Shnida Ltd.) and dual compensation streams (consulting + employment) add complexity .
- Governance risk: Combined CEO/Chairman and family ties warrant continued monitoring of board independence; committee independence and audit expertise partially offset .
- Dilution and incentive capacity: Proposed 2,000,000-share increase to the 2019 Plan expands equity capacity; investors should monitor annual grant sizes versus peer benchmarks and resulting dilution from RSU issuance and PSU vesting .
- Related party dynamics: Alpha Tau investment and Kidron’s board seat plus Oramed Ltd.’s services/warrants introduce interlocks; while Board affirms arms-length standards, this warrants monitoring for conflicts and capital allocation discipline .