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, and auditor appointment.

• Shareholders of record as of May 20, 2025, are eligible to vote, with proxy materials distributed primarily via internet to reduce costs and environmental impact.

• The Board recommends voting in favor of all proposals, which include compensation adjustments to align with market standards and retention needs.

Voting matters and shareholder proposals

• Proposals include electing Haya Taitel as Class II director, ratifying compensation for 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.

• 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 committees are composed of independent directors.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Scientific Advisory, each with defined charters and responsibilities.

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

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