Entera Bio (ENTX) Proxy filing summary

Executive summary

• Special Meeting scheduled for November 24, 2026, to vote on eight proposals, many linked to a $275 million private placement completed in July 2026, which fully funds the Phase 3 program for EB613 and extends the cash runway into 2030.

• Five proposals are directly related to agreements from the private placement, including equity plan amendments and executive equity grants.

• Board unanimously recommends voting FOR all proposals, citing alignment with market benchmarks and the need to attract and retain top talent.

Voting matters and shareholder proposals

• Proposal 1: Increase shares issuable under the 2018 Equity Incentive Plan by 13,937,915 shares.

• Proposals 2-5: One-time equity grants to CEO, CFO, COO, and Chief of R&D to restore pre-placement ownership percentages.

• Proposal 6: Approve amended compensation policy for directors and officers, reflecting market benchmarks.

• Proposal 7: Amend non-executive director compensation to align with peer group norms.

• Proposal 8: Extend post-termination option exercise period for officers and directors from 3 months to 5 years.

Board of directors and corporate governance

• Board and Compensation Committee conduct regular reviews of compensation policy using external consultants and market surveys.

• Majority of directors are independent, and the company is exempt from Israeli external director requirements due to Nasdaq listing and governance structure.

• Board recommends all proposals and emphasizes the importance of competitive compensation for governance and oversight.