Dov Klein, CPA

About Dov Klein, CPA

Dov Klein, CPA is an independent director of Fortress Biotech, Inc. (FBIO), serving on the Board since July 2015. He is a retired audit partner of Marks Paneth LLP (partner 2016–2020; retired partner effective January 1, 2021) and previously an audit partner at RSSM CPA LLP (joined 2001), with a career focused on audits, litigation consulting, financial due diligence in M&A, and business planning. He has been a certified public accountant since 1978, is a member of the AICPA and NYSSCPA, and holds a BSc in Accounting from Brooklyn College (CUNY). As of the 2025 proxy, he is age 73.

Past Roles

External Roles

Board Governance

• Independence: The Board determined on March 27, 2025 that Klein is independent under Nasdaq criteria.
• Audit Committee Financial Expert: The Board designated Klein as the SEC-defined “audit committee financial expert.”
• Committee assignments (2024 activity and current composition per 2025 proxy):
  • Audit Committee: Chair; committee held four meetings in 2024.
  • Compensation Committee: Member; held one meeting and one unanimous written consent action in 2024.
  • Nominating & Corporate Governance Committee: Member; held no meetings and one unanimous written consent action in 2024.
• Board meetings: The Board held ten meetings in 2024; each incumbent director standing for election attended at least 88% of Board and applicable committee meetings during their service period.
• Audit Committee report: The committee, chaired by Klein, recommended inclusion of audited financial statements in the 2024 Form 10-K and performs quarterly review of related-party transactions using reports from internal legal counsel and the CFO.

Fixed Compensation

Director compensation policy (non-employee directors):

Actual director compensation for Dov Klein:

Notes:

• The cash figure reflects base director and committee fees earned in the year.
• Stock award fair value computed under FASB ASC 718 at grant date.
• Klein elected to defer 80% of the value of his stock award into his deferred compensation account in both 2023 and 2024.

Performance Compensation

Non-qualified deferred compensation (directors) permits deferral of cash and equity into stock units with payout in shares after service ends; Klein deferred 80% of his stock award value in 2024 (and 2023).

Other Directorships & Interlocks

• Other public company directorships (past five years): None disclosed in Klein’s biography.
• No FBIO disclosure identifies Klein with directorships at FBIO partner companies (e.g., Mustang MBIO, Checkpoint CKPT), which are associated with Michael S. Weiss, not Klein.

Expertise & Qualifications

• CPA since 1978; extensive audit and accounting background with senior partner roles.
• SEC-designated audit committee financial expert for FBIO.
• Experience includes audits, financial statement reviews/compilations, litigation consulting, M&A due diligence, and planning for growth businesses.
• Education: BSc in Accounting, Brooklyn College (CUNY). Memberships: AICPA, NYSSCPA.

Equity Ownership

As of April 17, 2025:

• Shares outstanding (FBIO) at April 17, 2025: 29,569,553.
• Section 16(a) compliance: The company reports no untimely Section 16 filings for FY 2024.
• Pledging/hedging: No disclosure indicating Klein has pledged shares; no hedging or pledging practices cited for directors.

Governance Assessment

• Strengths and signals of effectiveness:

  • Independent director with deep audit expertise; designated Audit Committee Financial Expert; chairs Audit Committee, which met four times in 2024 and conducts quarterly related-party oversight.
  • Strong engagement: Board held ten meetings in 2024; each incumbent director attended ≥88% of Board and applicable committee meetings.
  • Compensation alignment: Modest director pay level with consistent cash ($100k) and equity (~$20k) and significant deferral (80%) of equity awards, aligning incentives with long-term shareholder outcomes.
  • Ownership: Direct and derivative holdings total 75,425 shares (<1%), providing some skin-in-the-game while avoiding concentration risk.

• Potential risks/RED FLAGS to monitor:

  • Nominating & Governance Committee held no meetings in 2024 (one action by unanimous written consent), which may reduce cadence of governance refresh and evaluations; Klein is a member.
  • Board leadership structure concentrates roles (Executive Chairman also CEO/President), raising general governance scrutiny though not specific to Klein; reinforces the importance of robust independent committee oversight by Klein as Audit Chair.
  • Related-party environment: Significant insider ownership and disclosed related-party items at affiliates necessitate vigilant Audit Committee oversight (which the committee performs quarterly). No specific conflicts reported for Klein.

• Compensation structure analysis (year-over-year):

  • Cash vs equity mix for Klein unchanged (cash $100,000; equity ~$20,060) from 2023 to 2024; no shift toward guaranteed pay or away from equity; continued use of restricted stock rather than options; continued deferral of equity (80%).

• Say-on-Pay and shareholder feedback:

  • 2025 proxy includes proposals for say-on-pay and frequency, but voting outcomes were not yet available at the time of filing.

• Related-party transactions:

  • Company policy requires Audit Committee review/approval with “no less favorable than third-party” standard; quarterly review process in place. No related-party transactions involving Klein above $120,000 were disclosed for the period since January 1, 2024.

• Attendance at Annual Meeting:

  • All then-incumbent directors attended the 2024 Annual Meeting; directors are expected to attend the Annual Meeting annually.

Overall, Klein’s profile—independence, audit chair leadership, SEC financial expert designation, high attendance, and equity deferral—supports investor confidence in FBIO’s financial oversight. Monitoring committee activity cadence (particularly Nominating & Governance) and the broader related-party environment remains prudent.