J. Jay Lobell
Fortress BiotechAbout J. Jay Lobell
J. Jay Lobell, 62, has served as an independent director of Fortress Biotech, Inc. since June 2006; he is President and co-founder of GMF Capital (since January 2016) and previously was Vice Chairman and co-founder of Beech Street Capital (2009–2013), President & COO of Paramount Biosciences (2005–2009), and a partner at Covington & Burling LLP (1996–2005). He holds a B.A. from The City University of New York (summa cum laude, Phi Beta Kappa) and a J.D. from Yale Law School, where he was senior editor of The Yale Law Journal .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covington & Burling LLP | Partner, Securities Litigation & White Collar Defense | Oct 1996–Jan 2005 | Advised companies and individuals on litigation/defense matters |
| Paramount Biosciences, LLC | President & Chief Operating Officer | Jan 2005–Dec 2009 | Assembled/oversaw PBS-founded/ incubated companies, including Fortress |
| Beech Street Capital, LLC | Co‑founder; Vice Chairman | Dec 2009–Nov 2013 | Real estate lending; sold to Capital One Financial in Nov 2013 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GMF Capital, LLC | President; Co‑founder | Jan 2016–present | Co‑founded firm in Jan 2016 |
| Sava Senior Care | Director | Since Sep 2013 | Private company board |
| Tender Touch Rehabilitation Services | Director | Since Oct 2014 | Private company board |
| Pardes Biosciences | Director | Since Jan 2021 | Private company board per proxy |
Board Governance
- Independence: The Board determined Lobell is independent under Nasdaq criteria in its annual review (Mar 27, 2025) and in the prior year (Mar 28, 2024) .
- Committees and roles (2024 activity):
- Compensation Committee: Chair; held 1 meeting and 1 unanimous written consent in 2024; all members deemed independent .
- Nominating & Corporate Governance Committee: Chair; held 0 meetings and 1 unanimous written consent in 2024 .
- Audit Committee: Member; held 4 meetings in 2024; committee members deemed independent; Klein designated “financial expert” .
- Board activity and attendance: Board held 10 meetings in 2024; each incumbent director standing for election attended at least 88% of Board and applicable committee meetings; all incumbents attended the 2024 Annual Meeting .
- Tenure and board composition: Director since June 2006; Board size seven members; nominees include Lobell .
Fixed Compensation
| Component | Policy Amount ($) | 2024 Lobell Cash ($) | Notes |
|---|---|---|---|
| Annual Board fee (non‑employee directors) | 30,000 | 67,500 | Paid quarterly per policy |
| Audit Committee member | 7,500 | — | Paid quarterly |
| Audit Committee chair | 55,000 | — | Klein is chair |
| Compensation Committee member | 5,000 | — | Paid quarterly |
| Compensation Committee chair | 10,000 | — | Lobell is chair |
| Nominating & Governance Committee member | 5,000 | — | Paid quarterly |
| Nominating & Governance Committee chair | 10,000 | — | Lobell is chair |
| Strategic Transaction Committee member | 5,000 | — | If applicable |
| Strategic Transaction Committee chair | 10,000 | — | If applicable |
- Deferred compensation: Non‑employee directors may defer cash fees and equity awards into stock units under a Deferred Compensation Plan, with lump-sum distribution in shares after separation (or accelerated upon death/corporate transaction) .
Performance Compensation
| Equity Award | Grant/Measurement | Amount / Shares | Vesting |
|---|---|---|---|
| Annual restricted stock (2024) | Jan 1, 2024 | $10,000 to all non‑employee directors; Strategic Transaction Committee members received an additional $10,000 | Three equal installments on Jan 1, 2025, 2026, 2027 |
| Lobell stock awards (2024) | 2024 aggregate grant date fair value | $20,065 | Per RSAs above |
| Unvested RSAs at 12/31/24 (Lobell) | Year‑end status | 13,332 RSAs | Per grant schedules |
| Annual restricted stock (from 2025 onward) | Jan 1 each year | Shares equal to $100,000 divided by prior year’s final trading day closing price | Three equal tranches on first three anniversaries |
No director‑specific performance metrics (e.g., TSR, EBITDA targets) are disclosed for determining non‑employee director equity grants; awards are structured as time‑based RSAs per policy .
Other Directorships & Interlocks
| Company | Listing/Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Checkpoint Therapeutics (CKPT) | Nasdaq | Fortress executives (Rosenwald/Weiss) serve; Lobell not disclosed as director | Demonstrates broader Fortress affiliate ties; not a Lobell appointment |
| Mustang Bio (MBIO) | Nasdaq | Fortress executives serve; Lobell not disclosed as director | Affiliate overlap in ecosystem |
| Avenue Therapeutics (OTC: ATXI) | OTC | Fortress CFO serves; Lobell not disclosed as director | Affiliate overlap; MSAs govern relationships |
| Sava Senior Care; Tender Touch Rehabilitation; Pardes Biosciences | Private | Director (Lobell) | Private boards per proxy |
Expertise & Qualifications
- Legal and compliance expertise from partner role at Covington & Burling LLP in securities litigation and white‑collar defense .
- Biotech investment/development experience from Paramount Biosciences and long tenure at Fortress (director since 2006) .
- Capital formation and strategic transaction background via Beech Street Capital and GMF Capital leadership .
Equity Ownership
| Metric | FY 2023 (Record: Mar 31, 2023) | FY 2024 (Record: Mar 27, 2024) | FY 2025 (Record: Apr 17, 2025) |
|---|---|---|---|
| Shares Owned | 1,635,401 | 115,692 | 165,075 |
| Shares Under Exercisable Options/Warrants/Unvested RSUs | 55,000 | 1,666 | 1,666 |
| Total Beneficially Owned | 1,690,401 | 117,358 | 166,741 |
| Ownership % of Outstanding | 1.3% | <1% | <1% |
Beneficial ownership determination includes vested/vest‑within‑60‑days options, warrants, and RSUs; shares of restricted stock are deemed outstanding for this calculation .
Governance Assessment
- Strengths: Long‑tenured independent director; chairs Compensation and Nominating committees; member of Audit; independence affirmed in 2024 and 2025; attended ≥88% of meetings in 2024, supporting engagement .
- Alignment: Receives a mix of cash and time‑vested equity; had $20,065 in 2024 stock awards and 13,332 unvested RSAs at year‑end, with a 2025 policy increasing annual director equity to $100,000 subject to three‑year vesting, which can enhance long‑term alignment .
- Ownership: Personal beneficial ownership <1% of shares outstanding as of 2025, typical for non‑employee directors but offers limited “skin‑in‑the‑game” versus executives; note large structural changes in shares outstanding across years when assessing trends .
- Process and oversight: Compensation Committee met once; Nominating Committee met none (one written consent each); Audit met four times and performs quarterly related‑party transaction reviews—low meeting cadence in two chaired committees is notable for oversight intensity, while Audit’s structured review is a positive control .
- Conflicts & related‑party context (RED FLAG): Fortress maintains Management Services Agreements with affiliates and has contractually exempted the Company and its affiliates, including Board members, from fiduciary duties relating to corporate opportunities for partner companies, which can present perceived conflicts and requires robust committee oversight .
- Deferred compensation: Directors may defer fees and equity into stock units, potentially increasing equity exposure; no pledging/hedging disclosures specific to directors are provided in the proxy .
Overall signal: Independent status, committee leadership, and attendance support governance effectiveness; however, structural related‑party arrangements and modest committee meeting frequency warrant investor monitoring of compensation and nomination processes for robustness .