Isaac T. Kohlberg
About Isaac T. Kohlberg
Independent director of Acacia Research Corporation since May 2019 (age 73), with a career centered on technology commercialization, IP licensing, and startup formation. He has served as Senior Associate Provost and Chief Technology Development Officer at Harvard University since 2005, leading industry liaison, IP management, research alliances, and venture creation. He holds an MBA from INSEAD, an LLB from Tel Aviv University, and a diploma from the University of Strasbourg .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard University | Senior Associate Provost & Chief Technology Development Officer | 2005–present | Leads IP management, industry partnerships, commercialization, and startup formation |
| Tel Aviv University (Ramot/TAU Economic Corp.) | CEO of TAU Economic Corp. and head of Ramot (tech transfer) | Pre-2005 | Negotiated corporate deals and licensing |
| New York University | Vice Provost; VP for Industrial Liaison; Head, Office of Science & Technology Administration (NYU School of Medicine) | 1989–pre-2005 | Facilitated the Remicade licensing, producing one of the largest university royalty streams |
| YEDA (Weizmann Institute commercial arm) | CEO | Pre-1989 | Concluded major royalty-bearing licenses (e.g., Teva’s Copaxone; NDS Group) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arix Bioscience PLC (LON: ARIX) | Director | May 2021–Jan 2024 | Biotech investment company |
| Anchiano Therapeutics Ltd (TLV/NASDAQ: ANCN) | Director | Feb 2017–Mar 2021 | Pivotal-stage biopharma |
| Clal Biotechnology Industries Ltd (TLV: CBI) | Director | Feb 2015–May 2020 | Life sciences investment company |
| Elicio Therapeutics | Director | Feb 2014–Apr 2021 | Clinical-stage biotech |
Board Governance
- Independence: The Board determined Kohlberg is “independent” under Nasdaq rules; all standing committees are composed entirely of independent directors .
- Committee assignments (2024): Audit Committee member (Audit met 4 times), Compensation Committee Chair (Compensation met 3 times), Nominating, Governance & Sustainability Committee member (NG&S met 3 times) .
- Attendance: In FY 2024, no incumbent director attended fewer than 75% of Board plus committee meetings on which they served .
- Governance context: Starboard Value is the controlling shareholder; the Recapitalization Agreement requires at least two directors independent of Starboard during the applicable period—initially satisfied by Maureen O’Connell and Isaac T. Kohlberg. A “fair price” provision protects non-Starboard holders in business combinations and requires majority approval of non-Starboard voting stock unless certain conditions are met .
- Audit Committee oversight: Independent Audit Committee approved and oversees a Services Agreement with Starboard; fees are reimbursed only, no separate service fee; indemnification provisions apply. Company reimbursed $476,000 to Starboard under the agreement in 2024 .
Fixed Compensation
- Structure: Non‑employee directors receive annual cash retainers and annual RSU grants; directors may elect to receive cash fees in equivalent company stock .
- Standard annual retainers (2024): Board member $80,000; Committee chair add-ons—Audit $25,000; Compensation $20,000; Nominating $15,000; Lead Independent Director $25,000; Chair of the Board $40,000. Strategic Committee was disbanded in Feb 2024 .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 100,000 | 119,998 | 219,998 |
| 2023 | 192,000 | 119,999 | 311,999 |
| RSU Grants | Units | Vesting |
|---|---|---|
| Annual grant (2024) | 23,121 | Vests at the 2025 Annual Meeting; unvested at FY2024-end |
| Annual grant (2023) | 30,534 | Vested at the 2024 Annual Meeting |
Performance Compensation
- Directors do not receive performance-based equity; annual director RSU grants are time-vested to the next annual meeting (no PSUs/options for directors) .
- Compensation Committee practice: For executives, PSUs are tied to 3-year CAGR of adjusted book value per share; the committee considers advice from a compensation advisory firm, peer group evaluation, and management input. For directors, equity is time-vested RSUs only .
Other Directorships & Interlocks
- Current public-company directorships: None disclosed for Kohlberg as of 2025 proxy. Recent board roles were in biotech investment and therapeutics; no disclosed overlaps with ACTG’s customers/suppliers .
- Related party transactions: None disclosed for Kohlberg. Company’s related party transactions (e.g., with Starboard) are reviewed and pre-approved by the independent Audit Committee per policy .
Expertise & Qualifications
- Deep expertise in IP commercialization, licensing, and industry partnerships from Harvard, NYU, TAU, and YEDA; experience in structuring royalty-bearing agreements and forming ventures .
- Board qualifications: Brings innovation/commercialization perspective and experience serving on multiple public company boards, supporting governance and compensation oversight .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Common Stock, Restricted Stock, RSUs (shares) | 61,153 | 69,274 |
| Shares Issuable Upon Exercise of Options | — | — |
| Direct Beneficial Ownership (shares) | 61,153 | 46,153 |
| Percent of Class | <1% | <1% |
- Ownership policies: Directors must own equity valued at 3x the annual cash retainer; insider trading policy prohibits hedging and pledging without prior approval .
Governance Assessment
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Strengths
- Independent director serving as Compensation Committee Chair and member of Audit and NG&S committees; committees entirely independent, supporting robust oversight .
- Consistent attendance (≥75%) and signed Audit Committee Report, evidencing engagement in financial oversight .
- Director compensation balanced between cash and time-vested equity (~$120k RSU annually), aligning interests with shareholders; ownership guidelines reinforce alignment .
-
Watch Items / Potential Conflicts
- Controlling shareholder (Starboard) owns ~63.6% as of the 2025 record date, concentrating governance influence. Protections exist (independent directors requirement; fair price provision), but investor perception risk persists in any potential business combination or related‑party context .
- NOL protective charter imposes 4.899% transfer restrictions, potentially limiting investor accumulation and could be viewed as anti‑takeover; Board retains waiver authority in best interests of shareholders .
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Overall Signal
- Kohlberg’s independent status, chair role on Compensation, and IP commercialization expertise are positive for board effectiveness and strategic oversight. The Starboard relationship is actively governed via independent committee review (e.g., Services Agreement approved by independent Audit Committee), mitigating—but not eliminating—conflict risks .