Jimmie Harvey, Jr., M.D.

About Jimmie Harvey, Jr., M.D.

Independent director of Fortress Biotech, Inc. (FBIO) since December 2008; age 73 as of the 2025 proxy; medical oncologist and founder of Alabama Oncology, L.L.C. (formerly Birmingham Hematology and Oncology Associates) with clinical trial principal investigator experience. Education: B.A. in chemistry (Emory), M.D. (Emory), medical oncology training at Georgetown’s Vincent T. Lombardi Cancer Center; the Board cites his oncology background as a core qualification for FBIO’s business and structure .

Past Roles

External Roles

• No other public company directorships disclosed in the past five years in the FBIO proxy biography section for Dr. Harvey .

Board Governance

• Independence: The Board determined on March 27, 2025 that Dr. Harvey is independent under Nasdaq criteria .
• Board size and tenure: Seven-member Board; Harvey director since December 2008 .
• Committee memberships (2024/2025):
  • Audit Committee: Member; chair is Dov Klein; the committee held four meetings in 2024 .
  • Compensation Committee: Member; chair is J. Jay Lobell; one meeting plus one unanimous written consent in 2024 .
  • Nominating & Corporate Governance Committee: Not listed as a member (members are Lobell, Hoenlein, Klein) .
• Attendance: In 2024, each incumbent director standing for election attended at least 88% of Board and applicable committee meetings; all then-incumbent directors attended the 2024 Annual Meeting .
• Related-party oversight: Audit Committee (including Dr. Harvey) conducts quarterly review of related-party transactions and controls; signed the 2024 Audit Committee report recommending inclusion of audited financials in the 10-K .

Fixed Compensation

Director Compensation Policy (structure for non-employee directors):

• Annual Board fee: $30,000; Audit Committee member fee: $7,500; Audit Committee chair fee: $55,000; Compensation/Nominating/Strategic Transaction Committee member fee: $5,000; chair fee: $10,000; all payable quarterly .
• Equity: On Jan 1, 2024, all non-employee directors received $10,000 in restricted stock; Strategic Transaction Committee members received an additional $10,000 in restricted stock; each vests in three equal installments on Jan 1 of 2025, 2026, and 2027 .
• Beginning Jan 1, 2025, annual equity grant: shares equal to $100,000 divided by prior year-end closing price; vest in three equal tranches on each of the first three anniversaries .

Observations:

• Dr. Harvey’s $47,500 in cash exceeds the sum of base ($30,000) + Audit ($7,500) + Compensation ($5,000), indicating additional fee(s) (e.g., other committee work) consistent with the policy schedule, though the proxy does not list him on the Nominating Committee; Strategic Transaction Committee membership is not explicitly disclosed in the committee composition section .

Performance Compensation

• Deferred Compensation Plan for Directors: Participants may defer board/committee cash fees and equity grants; deferred cash converted to stock units at closing price on pay date; distribution in stock units (with cash for fractionals) on the tenth business day of January following separation from the Board; acceleration upon death or corporate transaction; Dr. Harvey deferred 100% of his 2024 stock awards .
• Unvested equity outstanding at 12/31/2024: Dr. Harvey held 13,332 restricted stock awards (“RSAs”) unvested .
• Performance metrics tied to director compensation: None disclosed for directors; director equity is time-vested per policy .

Other Directorships & Interlocks

• No public company boards for Dr. Harvey disclosed in the past five years; thus, no disclosed public-company interlocks with FBIO’s partners/customers/suppliers .
• Company-level related parties: Significant ownership and roles by Chairman/CEO Dr. Rosenwald (20.2% beneficial ownership) and Executive Vice Chairman Weiss (6.6%); examples include Avenue private placement and family employment; Audit Committee reviews related-party transactions .

Expertise & Qualifications

• Medical oncology expertise; clinical trial operations and principal investigator experience (biopharma development relevance) .
• Long FBIO tenure since 2008 provides institutional knowledge .
• Independent under Nasdaq; serves on Audit and Compensation Committees .

Equity Ownership

• Insider trading policy: Prohibits hedging and short sales for directors, officers, employees; no pledge policy disclosure in proxy .
• Section 16 compliance: No untimely filings reported for fiscal year 2024 .
• Vested vs. unvested breakdown: Proxy discloses 13,332 RSAs unvested as of 12/31/2024; option/warrant/RSU breakdown for the 61,660 “underlying” units is not itemized .
• Shares pledged: Not disclosed.

Governance Assessment

• Strengths

  • Independence and relevant industry expertise (oncology/clinical trial execution) support board effectiveness in a development-stage biotech .
  • Active committee roles on Audit and Compensation; Audit oversight includes quarterly related-party review and signed 2024 Audit Committee report; Compensation Committee processes align with governance norms (independence; charter; say-on-pay review) .
  • Attendance at least 88% of Board and committee meetings in 2024; annual meeting attendance upheld, signaling engagement .
  • Equity deferrals and time-vested RS grants indicate alignment with long-term equity value; beginning 2025, larger annual equity grants further emphasize equity-based alignment .

• Watch items / potential risks

  • Company-level related-party environment: High insider ownership and cross-company roles (e.g., Rosenwald and Weiss across FBIO subsidiaries/partners) create inherent conflicts at the enterprise level; Audit Committee oversight is present, but investors should monitor transaction terms and frequency .
  • Ownership guidelines: No explicit director stock ownership guidelines disclosed; hedging prohibited, but pledging policy not stated, leaving partial visibility on alignment controls .
  • Committee workload/meeting cadence: Compensation Committee held only one meeting (plus one written consent) in 2024, which may be light for a complex multi-entity structure; ensure charter processes are being robustly executed despite fewer formal meetings .

• Signals affecting investor confidence

  • Positive: Independence confirmation; audit and compensation committee membership; strong attendance; equity deferral suggests long-horizon orientation .
  • Neutral-to-caution: Complex related-party ecosystem around FBIO and its partner companies; continued reliance on committee oversight to mitigate conflicts; absence of disclosed director ownership guidelines/pledging policy .