Entera Bio (ENTX) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on July 16, 2025, with seven key proposals for shareholder vote, including director election, executive compensation approvals, compensation policy amendments, auditor appointment, and an advisory say-on-pay vote.

• Shareholders of record as of May 20, 2025, are eligible to vote, with detailed instructions for proxy voting provided via mail, internet, or in person.

• The Board recommends voting in favor of all proposals, which are designed to align compensation and governance with market standards and regulatory requirements.

Voting matters and shareholder proposals

• Proposals include electing Haya Taitel as Class II director, ratifying compensation for the CEO, CFO, and Chief of R&D, approving an amended compensation policy, an advisory say-on-pay vote, and auditor appointment.

• Shareholders may submit proposals for the 2026 meeting by February 5, 2026, and director nominations require at least 1% ownership and timely notice.

• Special majority requirements apply for certain compensation-related votes under Israeli law.

Board of directors and corporate governance

• The Board consists of six directors divided into three classes with staggered terms; all directors except executive officers are independent under Nasdaq and SEC rules.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Scientific Advisory, all composed of independent directors.

• The Board separates the roles of Chairperson and CEO, emphasizing independent oversight and regular executive sessions.

• Shareholders holding at least 1% of voting rights can propose director nominees.