Roger Kornberg
Cocrystal PharmaAbout Roger Kornberg
Roger D. Kornberg (age 78) is Chairman of the Board and an independent director of Cocrystal Pharma, Inc. (COCP). He has served as a director since April 15, 2020 and was selected as Chairman in May 2021. He is the Winzer Professor of Medicine and a professor of structural biology at Stanford Medical School (since 1988), a member of the U.S. National Academy of Sciences, and the 2006 Nobel Laureate in Chemistry for his work on the molecular basis of eukaryotic transcription. He has served on the board of Xenetic Biosciences, Inc. (Nasdaq: XBIO) since February 2016.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University School of Medicine | Professor of Structural Biology; Winzer Professor of Medicine | 1988–present | Led landmark research in eukaryotic transcription; Nobel Prize 2006 |
| U.S. National Academy of Sciences | Member | N/A | Recognition for scientific contributions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xenetic Biosciences, Inc. (XBIO) | Director | Since Feb 2016 | Public company board experience in biotech |
Board Governance
- Board role: Chairman of the Board (separate from Co-CEOs) .
- Independence: The Board determined all directors, including Dr. Kornberg, are independent under Nasdaq Rule 5605(a)(2) and applicable SEC rules .
- Committee memberships: None listed for Dr. Kornberg; current committee chairs are Steven Rubin (Audit and Compensation) and Richard C. Pfenniger, Jr. (Corporate Governance & Nominating) .
- Attendance: “All of the directors, then serving as directors, attended over 75% of the applicable Board and Committee meetings held in 2024.” The Board held no meetings in 2024 but acted by unanimous consent on two occasions; Audit met 4 times, Compensation 1 time, Corporate Governance 0 times .
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Cash fees (Board/committee service) | $60,500 |
| Director RSU grant (grant-date fair value under ASC 718) | $49,472 |
| Additional cash: Scientific Advisory Board (SAB) Chair | $100,000 |
| Total reported director compensation | $209,972 |
- Cash fee column represents fees “paid, accrued or earned” for service as director and in Board committee roles .
- SAB Chair payment is separate from director compensation and indicates added engagement beyond board responsibilities .
Performance Compensation
| Equity/Plan Feature | Detail |
|---|---|
| Unvested RSUs outstanding (12/31/2024) | 28,109 units |
| Unexercised stock options outstanding (12/31/2024) | 69,835 options |
| Equity plan allows performance-based awards | 2025 Equity Incentive Plan permits performance awards (PSUs/units, cash) with objective goals; awards may be paid in stock/cash |
| Permissible performance metrics under 2025 Plan | Net sales; pretax income; budget; cash flow; EPS; net income; return on equity; return on assets; strategic/operational initiatives; stock price appreciation/maintenance; market share; gross profits; EBIT; EBITDA; economic value added; index comparisons; cost reductions |
Note: COCP’s proxy does not disclose specific performance metrics or targets for director equity grants; director RSUs are typically time-based. The listed metrics are permissible plan measures, not necessarily applied to director awards .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlocks |
|---|---|---|
| Xenetic Biosciences, Inc. (XBIO) | Director | External public biotech directorship |
The COCP board includes several directors with OPKO Health affiliations (e.g., Phillip Frost and Steven Rubin), but no OPKO interlock is disclosed for Dr. Kornberg. Related-party items noted in the proxy involve Dr. Frost and entities he controls, not Dr. Kornberg .
Expertise & Qualifications
- Nobel Prize in Chemistry (2006) for studies of eukaryotic transcription; major U.S. and international scientific awards (Welch Prize 2001; Leopold Mayer Prize 2002) .
- Long-standing academic leadership in structural biology and molecular transcription; NAS membership; Winzer Professor of Medicine .
- Public company board experience in biotech (XBIO) .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Total beneficial ownership | 111,584 shares; 1.09% of outstanding |
| Direct/indirect holdings | 39,769 shares held by a trust for which Dr. Kornberg is trustee |
| Vested equity included in beneficial ownership | 57,761 vested stock options; 14,054 vested RSUs |
| Unvested RSUs outstanding (12/31/2024) | 28,109 units |
| Unexercised options outstanding (12/31/2024) | 69,835 options |
| Anti-hedging policy | Officers/directors prohibited from hedging transactions |
| Clawback policy | Implemented per Nasdaq rules for recoupment of excess incentive comp upon restatement |
No pledging, ownership guideline requirements, or compliance status are disclosed in the proxy. Hedging is prohibited and clawbacks apply, supporting alignment and risk governance .
Governance Assessment
- Board leadership and independence: Dr. Kornberg serves as independent Chairman separate from Co-CEOs, a positive oversight structure; Board explicitly asserts independence for all directors .
- Committee engagement: He is not listed on any standing committees (Audit, Compensation, Corporate Governance & Nominating), which may limit direct committee-level oversight impact .
- Attendance and board activity: All directors met >75% attendance of applicable meetings; however, the Board held no meetings in 2024, relying on two unanimous consents—this cadence may constrain real-time debate and oversight depth, despite committee activity (Audit met 4x) .
RED FLAGS
- Additional paid role: $100,000 compensation for chairing the Scientific Advisory Board creates dual-role compensation that can complicate independence optics, even though the Board deems him independent under Nasdaq rules .
- Board meeting frequency: Zero Board meetings in 2024 with actions via written consent may signal limited live deliberation and governance engagement at the full Board level .
- Alignment and safeguards: Material equity ownership (1.09%), anti-hedging and clawback policies are positives for investor alignment and risk control .
- Related-party oversight: Corporate Governance & Nominating Committee is charged with monitoring/enforcing related-party policies; disclosed related-party transactions involve other directors (e.g., Frost), not Dr. Kornberg .
- Compensation structure: Mix of cash fees and RSUs aligns director interests with shareholders; performance-conditioned director equity is not disclosed; the 2025 plan allows performance awards and prohibits repricing without shareholder approval .
Overall, Dr. Kornberg’s scientific stature and independent chair role support board credibility, but the additional SAB compensation and absence from committees, combined with reduced full Board meeting activity in 2024, warrant monitoring for governance effectiveness and independence optics.