Richard Isaacs

About Richard Isaacs

Independent Class II director at Brand Engagement Network Inc. (BNAI), age 62, serving since 2024. Dean, Senior Vice President of Medical Affairs, and Chief Academic Officer at California Northstate University College of Medicine; prior CEO roles across The Permanente medical organizations and senior leadership at Kaiser Permanente. Education: B.S. (University of Michigan) and M.D. (Wayne State University School of Medicine). Currently Audit Committee Chair; member of the Nominating & Corporate Governance Committee and Special Litigation Committee; designated “financially literate” (not the audit committee financial expert designation) .

Past Roles

External Roles

Board Governance

• Board class/tenure: Class II; term cycle up for election at 2026 annual meeting; current Board has vacant seats and staggered terms .
• Independence: Board determined Isaacs is independent under NASDAQ rules and Exchange Act Rule 10A-3 .
• Committee assignments and roles:
  • Audit Committee: Chair; committee currently composed of Isaacs and Jon Leibowitz; adding a third independent director to meet NASDAQ/SEC requirements; Leibowitz designated audit committee financial expert .
  • Nominating & Corporate Governance Committee: Member; Leibowitz serves as Chair .
  • Special Litigation Committee: Member; SLC formed August 15, 2025 with full delegated authority; Leibowitz serves as Chair .
• Attendance: In 2024, all incumbent directors attended >75% of aggregate Board and committee meetings; Board met 8 times; Audit 4; Compensation 1; NCGC 0 .
• Board leadership: Independent Chair (Bernard Puckett); Vice Chairman (Jon Leibowitz) .

Fixed Compensation

• Structure and 2024 awards:
  • Initial grant upon Business Combination: 10,000 shares of Common Stock to each director .
  • 12/30/2024 RSU grant: $35,000 aggregate value per non-employee director; shares determined by 20-day average price .
  • Ongoing quarterly restricted stock: $45,000 annual value, granted in four equal installments on first trading days of Sep/Dec/Mar/Jun; shares based on 20-day average price .
  • Chair/committee equity premiums: Non-Executive Board Chair $50,000; Audit Chair $20,000; Compensation Chair $15,000; NCGC Chair $10,000; SLC members $20,000 (paid as restricted stock, quarterly) .

Performance Compensation

• Director equity awards are service-based (time-based vesting); no performance metrics (TSR, EBITDA, ESG) disclosed for director grants. Annual RSU awards vest in full on the earlier of one year after grant or next annual meeting, contingent on continued service .
• While BEN’s 2023 LTIP permits performance awards and goals (e.g., revenue, EPS, stock price, total shareholder return), no director-specific performance targets are reported for Isaacs’ compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• 34+ years in medical field; executive leadership across large physician groups; hospital medical staff leadership; academic governance .
• Financial literacy for Audit Committee service; audit committee financial expert designation held by Jon Leibowitz (not Isaacs) .
• Education: B.S. (University of Michigan); M.D. (Wayne State University School of Medicine) .

Equity Ownership

• Policies: No hedging or pledging allowed; pre-clearance required; blackout windows; Audit Committee oversight .
• Stock ownership guidelines: Non-employee directors expected to hold 3x annual cash retainer within five years; retain at least 50% of net shares until target met; all non-employee directors on track as of Oct 1, 2025 .

Governance Assessment

• Strengths

  • Independent director with substantial leadership experience; serves as Audit Committee Chair and member of NCGC and SLC, reinforcing oversight across financial reporting, governance, and litigation risk .
  • No other public board seats (reduced interlock/conflict risk) .
  • Solid attendance in 2024; proactive policies on insider trading (no hedging/pledging) and compensation recovery (clawback) .
  • Stock ownership guidelines drive alignment; directors on track for compliance .

• Watch items / RED FLAGS

  • Audit Committee currently below NASDAQ/SEC compositional requirements (two members), though Board is adding a third independent director; temporary non-compliance raises oversight risk until remediated .
  • Board vacancies and ongoing litigation with AFG necessitated creation of SLC; while SLC independence is positive, litigation exposure remains a material governance risk .
  • Isaacs is not designated the audit committee financial expert (role held by Leibowitz), which may matter in complex financial oversight contexts .

• Compensation alignment

  • Director pay is predominantly equity-based, with chair/member premiums in stock, enhancing alignment; no performance-conditioned director awards disclosed (lower pay-for-performance linkage for the Board itself, common but noteworthy for investors focused on metric-based governance pay) .

• Compliance/controls

  • Clawback policy in place for restatements/misconduct; Section 16 compliance shows no late filing noted for Isaacs in prior year exceptions list .

Overall, Isaacs’ independence, committee roles (including Audit Chair), and adherence to ownership and trading policies support board effectiveness; short-term Audit Committee compositional non-compliance and BEN’s litigation posture are key governance risks to monitor .