Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Laura Hamill as Director On October 6, 2026, the Board of Directors (the “Board”) of Entera Bio Ltd., a company organized under the laws of the State of Israel (the “Company”), appointed Laura Hamill as a Class I director of the…
Filed Oct 6, 2026Accepted Oct 6, 2026, 8:00 AM EDTCIK 1638097Accession 0001178913-26-004720
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Laura Hamill as Director
On October 6, 2026, the Board of Directors (the
“Board”) of Entera Bio Ltd., a company organized under the laws of the State of Israel (the “Company”),
appointed Laura Hamill as a Class I director of the Company, effective December 1, 2026. Ms. Hamill will serve as a director until the
Company’s 2027 Annual Meeting of Shareholders and until her successor shall have been elected and qualified, or until her earlier
death, resignation, retirement, disqualification or removal. Ms. Hamill has also been appointed to serve as a member of both the audit
committee and corporate governance and nomination committee of the Board, in each case, effective December 1, 2026.
Ms. Hamill, age 62, is a seasoned biopharmaceutical
executive with more than 35 years of commercial leadership experience. She most recently served as Executive Vice President, Worldwide
Commercial Operations at Gilead Sciences, Inc. Prior to Gilead, Ms. Hamill spent nearly two decades at Amgen Inc. in roles of increasing
scope, including Senior Vice President of U.S. Commercial Business Operations and Senior Vice President of the Intercontinental Region.
Earlier at Amgen, she held leadership roles including Vice President of International Marketing and Business Operations in Switzerland,
Vice President of U.S. Corporate Accounts and Reimbursement, and served as executive leader of Amgen’s Senior Women’s Advisory
Council. Ms. Hamill currently serves on the Board of Directors of Jazz Pharmaceuticals plc (Nasdaq: JAZZ), BB Biotech AG, and Fate Therapeutics,
Inc. (Nasdaq: FATE). She previously served on the boards of Acceleron Pharma Inc. (acquired by Merck & Co.), Pardes Biosciences and
Y-mAbs Therapeutics, Inc. Ms. Hamill holds a Bachelor of Business Administration with an emphasis in marketing from the University of
Arizona.
There are no arrangements or understandings between
Ms. Hamill and any other person pursuant to which Ms. Hamill was appointed as a director of the Company. The Board has determined that
Ms. Hamill is independent under the applicable rules of the Securities and Exchange Commission and the Nasdaq Stock Market.
Since the beginning of Company’s last fiscal
year, the Company has not engaged in any transaction, or any currently proposed transaction, in which Ms. Hamill had or will have a direct
or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Ms. Hamill will participate in the Company’s
standard non-employee director compensation arrangements, which were most recently approved by the Company’s shareholders in July
2026, including the right to annual cash payments with respect to Board and applicable committee service and annual equity grants under
the Company’s 2018 Equity Incentive Plan.
Departure of Director
On October 6, 2026, Yonatan Malca notified the
Board that he would step down as a director, effective December 1, 2026. Mr. Malca’s departure from the Board was not the result
of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On October 6, 2026, the Company issued a press
release announcing the appointment of Ms. Hamill to the Board. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated
by reference herein.
The information disclosed under this Item 7.01,
including in Exhibit 99.1 attached hereto, is “furnished” and not “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such
information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended,
except to the extent such other filing specifically incorporates such information by reference.