Entera Bio (ENTX) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held on July 31, 2024, with shareholders voting on key proposals including director elections, executive and director compensation, amendments to the equity incentive plan, and auditor appointment.

• Shareholders of record as of June 4, 2024, are entitled to vote, with detailed instructions provided for voting by mail, internet, or in person.

• The Board recommends voting in favor of all proposals, which are designed to align management and shareholder interests, ensure compliance with Israeli and U.S. regulations, and provide financial flexibility.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, approving a one-time compensation grant to the CEO, revising non-executive director compensation, amending the 2018 Equity Incentive Plan, approving an amended compensation policy, advisory votes on executive compensation and its frequency, and ratifying the appointment of PwC as auditors.

• Shareholders may submit proposals for future meetings if they hold at least 1% of voting rights and follow specified procedures.

• All proposals require a simple majority, with some requiring a special majority under Israeli law for related party transactions.

Board of directors and corporate governance

• The Board is divided into three classes with staggered three-year terms; two Class I directors are up for election for terms expiring in 2027.

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

• The Board separates the roles of Chairperson and CEO to reinforce independence and oversight.

• Board diversity is considered, with two female directors and a commitment to broader diversity.