Yehuda Reznick
ORAMED PHARMACEUTICALSAbout Yehuda Reznick
Independent director (age 76) serving on Oramed’s Board since April 2024; former audit partner at Kesselman & Kesselman (PwC Israel) and tax/audit partner at Shachak, Peer Reznick CPA. Recognized by the Board as an Audit Committee Financial Expert; currently sits on boards of Oravax Medical Inc. (affiliate), Hiron-Trade Investments & Industrial Buildings Ltd (TASE: HRON), and previously Bonus Biogroup Ltd (2017–2023). Independence affirmed under Nasdaq rules; tenure began April 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kesselman & Kesselman (PwC Israel) | Audit Partner | 1999–2014 | Senior audit leadership; basis for Audit Committee financial expertise designation |
| Shachak, Peer Reznick CPA | Tax and Audit Partner | 16 years (pre-PwC) | Tax and audit oversight; private practice partner experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oravax Medical Inc. | Director | Current | Affiliate; Oramed owns ~63%; Board still deems him independent |
| Hiron-Trade Investments & Industrial Buildings Ltd (TASE: HRON) | Director | Since 2019 | Public company directorship (Israel) |
| Bonus Biogroup Ltd (OTC: BBIXF) | Director | 2017–2023 | Prior public company directorship |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Investment Committee member (formed 2025) .
- Audit Committee Financial Expert designation: Board determined Reznick meets Item 407(d)(5) of Regulation S-K; all Audit members independent .
- Independence: Board determined Reznick is independent under Nasdaq rules; note he serves on Oravax’s board (affiliate, 63% owned), similar to Dr. Mayer, with independence still affirmed .
- Attendance: In Fiscal 2024, all directors except Benjamin Shapiro attended at least 75% of Board and committee meetings during their service; Board held 6 meetings and 9 written consents .
- Committee activity: Audit met 4 times (+4 written consents); Compensation met 2 times (+4 written consents); Nominating met once (+1 written consent) .
- Insider trading policy: Prohibits short sales, buying puts/selling calls, and hedging; requires blackout periods and pre-clearance for directors and officers .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| FY2024 Fees Earned (Cash) | $29,537 | Actual cash paid to Reznick for 2024 |
| Annual cash retainer | $30,000 | Independent director remuneration effective Jan 1, 2024 |
| Audit Committee cash fee | $6,000 | Per Audit Committee membership |
| Compensation Committee cash fee | $4,500 | Per Compensation Committee membership |
| Additional meeting fees (approved Jan 2, 2025) | $500 per meeting beyond six/year; $2,000 per meeting >3 hours | Paid per attendance thresholds |
Performance Compensation
| Equity Component | Quantity/Value | Vesting/Terms |
|---|---|---|
| FY2024 Stock Awards (grant-date fair value) | $71,091 | ASC 718 fair value; aggregate RSUs/options detailed below |
| Aggregate stock awards held (12/31/2024) | 25,314 RSUs | Director equity holdings at year-end |
| Aggregate option awards held (12/31/2024) | 15,398 options | Includes Oravax options counted for some directors; Reznick shown with options |
| RSUs granted since 12/31/2024 | 38,370 RSUs | Granted under 2019 Plan; weighted avg exercise price $0 (RSUs) |
| Standard director RSU vesting cadence | RSUs vest on Apr 1, Jul 1, Oct 1, Jan 1 | Subject to Compensation Committee approval annually |
Performance metrics table (Plan-level; director awards are generally time-based unless specified):
| Category | Examples permitted under 2019 Plan |
|---|---|
| Financial metrics | Share price increase; EPS; TSR; operating margin; gross margin; ROE; ROA; ROI; operating income; net operating income; pre-tax profit; cash flow; revenue; expenses; EBITDA; EVA; market share |
| Clinical/regulatory | Completion of clinical trials; scientific benchmarks; receipt of regulatory approvals |
Note: The proxy does not disclose specific performance conditions tied to Reznick’s director equity; the 2019 Plan permits performance-based RSUs but director grants appear primarily time-based .
Other Directorships & Interlocks
| Company | Relationship to ORMP | Potential Interlock/Conflict |
|---|---|---|
| Oravax Medical Inc. | 63% owned affiliate | Dual board service; Board still deems independence; monitor related-party sensitivities |
| Hiron-Trade (TASE: HRON) | Unrelated public company | Additional outside board; standard network effects |
| Bonus Biogroup (OTC: BBIXF) | Prior directorship | Historical experience; no current interlock |
Expertise & Qualifications
- CPA/audit pedigree: Former PwC Israel audit partner; extensive tax and audit experience; designated Audit Committee Financial Expert .
- Board roles: Active on Audit, Compensation, and Investment Committees; experience aligned with financial oversight and investment risk monitoring .
- Industry exposure: Service on healthcare/biotech-oriented boards (Oravax; Bonus Biogroup) and investment/property company (Hiron-Trade) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 19,744 shares | Includes 2,093 shares underlying vested RSUs not yet exercised; <1% outstanding |
| % of shares outstanding | <1% | As disclosed; 40,845,087 shares outstanding at 7/3/2025 |
| Vested vs. unvested (available detail) | 2,093 vested RSUs not exercised | Proxy provides limited director-level vesting breakdown |
| Pledged or hedged shares | None disclosed; hedging prohibited by policy | Insider Trading Policy prohibits hedging/short sales |
Governance Assessment
-
Positives
- Financial oversight: Audit Committee Financial Expert; deep audit/tax background enhances committee effectiveness .
- Independence and attendance: Board attests independence under Nasdaq; met at least 75% attendance threshold; active committee workload .
- Alignment via equity: Ongoing RSU grants and modest cash retainer; quarterly vesting cadence supports sustained engagement .
- Risk controls: Board-level clawback policy; insider trading prohibitions; structured auditor pre-approvals and independence reviews .
-
Watch items / RED FLAGS
- Potential familiarity threat: Reznick previously an audit partner at Kesselman & Kesselman (PwC Israel), which currently serves as Oramed’s independent auditor; while Audit Committee reviewed and affirmed auditor independence and no other relationships disclosed, investors may view historical ties as a governance sensitivity requiring continued robust independence oversight .
- Affiliate interlock: Dual service on Oravax board (63% owned subsidiary/affiliate); independence affirmed, but related-party considerations merit monitoring, especially on transactions or capital allocation between entities .
- Cash fee escalators: New per-meeting cash fees (beyond six meetings; for meetings over three hours) increase fixed pay components; monitor mix to ensure equity-linked incentives remain primary for director alignment .
-
Contextual signals
- Say-on-pay passed strongly (>90% approval in 2024), suggesting broader shareholder support for compensation philosophy; nonetheless, director pay structures should continue emphasizing equity over cash .
- Committee processes: Use of independent consultant (Aon) to benchmark compensation; standardized director compensation schedule implemented in 2024 .
Overall: Reznick brings strong audit and financial expertise beneficial to Board oversight. The historical association with the current audit firm and affiliate interlock are governance sensitivities best addressed by continued rigorous independence, recusal practices on related matters, and transparent disclosure of any related-party transactions.