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# Entera Bio Asks Shareholders To Approve Pay Rewrite After Review Found Compensation Below Market
- URL: https://www.bullished.co/entera-bio-asks-shareholders-to-approve-pay-rewrite-after-review-found-compensation-below-37b7a3cd/
- Published: 2026-10-15T10:31:35.000Z
- Updated: 2026-10-28T21:26:11.000Z
- Description: Five of eight proposals on the November 24 ballot trace to the July private placement of about $275 million, the proxy says.
- Author: Matteo Parrino
- Tags: SEC Filings, ENTX, Industry: Healthcare, Topic: Leadership & Governance

[Entera Bio](https://www.bullished.co/tag/entx/)'s board is asking shareholders to approve an [Amended Compensation Policy](https://www.sec.gov/Archives/edgar/data/0001638097/000117891326004771/zk2636187.htm?ref=bullished.co), after its pay committee found the company's compensation "generally below market benchmarks," according to a proxy filing dated Wednesday. Five of the eight proposals on the special-meeting ballot come from agreements tied to the July private placement of about $275 million in gross proceeds.

## What the proxy asks shareholders to approve

The Compensation Committee's most recent review of outside pay surveys led it and the board to conclude that adjustments were advisable to match competitive levels, the proxy says. The amended policy would apply for the next three years, or longer where the Israeli Companies Law permits.

The board unanimously recommends voting for all eight proposals. CEO Miranda Toledano's letter says the five placement-linked items, which she calls the "Supported Proposals," are:

- A larger number of ordinary shares issuable under the 2018 Equity Incentive Plan.
- A one-time equity grant to Toledano.
- One-time equity grants to the chief financial officer, chief operating officer and chief of research and development.

The other three proposals cover the updated compensation policy, changes to pay for non-executive directors, and a longer post-termination exercise period for options held by officers and directors.

## What the current policy allows

The existing policy caps the annual value of equity awards to an officer at 25 times monthly base salary, measured at the grant date. Options can run no more than 10 years.

Officer perks include a company car and cell phone and health insurance. Officers in Israel can also receive an [education-fund contribution](https://www.sec.gov/Archives/edgar/data/0001638097/000117891326004771/zk2636187.htm?ref=bullished.co) of 7.5% of monthly salary.

Toledano's letter says the July placement was led by BVF Partners L.P. She says the money should fully fund the late-stage registrational program for EB613, an oral osteoporosis tablet, and extend the cash runway into 2030\. The letter adds that the company plans to keep expanding its core team, and that the board believes the proposals provide "market benchmarked compensation."

## The vote

Shareholders vote at the special meeting on Tuesday, November 24, at 8:00 a.m. Eastern Time at the company's offices in Jerusalem. Entera's market value was about $435 million at the time of the original report, according to market data.

The November 24 vote settles all eight proposals together, including the grant to the CEO.

Learn

- [A Checklist For Reading A Proxy Statement's Executive Pay Table →](https://www.bullished.co/learn/how-to-read-proxy-statement-executive-compensation/)  
Read a proxy statement's executive pay in six steps: summary table, pay ratio, perks, related-party deals, activist settlements and votes, with real examples.

### Sources

- [Entera Bio — DEF 14A (2026-10-14)](https://www.sec.gov/Archives/edgar/data/0001638097/000117891326004771/zk2636187.htm?ref=bullished.co) — SEC EDGAR

### More on Entera Bio

- [Entera Bio Adds Organon's Research Chief To Its Board As Director Haya Taitel Steps Down](https://www.bullished.co/entera-bio-adds-organons-research-chief-to-its-board-as-director-haya-taitel-steps-down-765c0b39/)
- [Entera Bio Adds Ex-Gilead Commercial Head Laura Hamill To Board As 16-Year Director Malca Steps Down](https://www.bullished.co/entera-bio-adds-ex-gilead-commercial-head-laura-hamill-to-board-as-16-year-director-malca-0763df24/)

[All Entera Bio (ENTX) coverage →](https://www.bullished.co/tag/entx/)