Malcolm Hoenlein
Fortress BiotechAbout Malcolm Hoenlein
Independent director of Fortress Biotech (FBIO), age 81, serving since February 2014. Background includes decades of executive leadership and policy roles across major Jewish organizations, academia, and policy institutes; education includes B.A. in Political Science (Temple University) and M.A. in International Relations (University of Pennsylvania), with multiple honorary degrees. The Board determined he is independent under Nasdaq criteria as of March 27, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conference of Presidents of Major American Jewish Organizations | Executive Vice Chairman; Vice Chairman Emeritus | 1986–2021; Emeritus since 2021 | Coordinating body for 51 national orgs; senior governance leadership |
| Jewish Community Relations Council of Greater New York | Founding Executive Director | Not disclosed | Founding leadership; community relations strategy |
| New York Conference on Soviet Jewry | Founding Executive Director | Not disclosed | Founding leadership; advocacy and policy |
| University of Pennsylvania (Near East Center; Political Science Dept.) | National Defense Fellow; Taught International Relations | Not disclosed | Academic instruction; policy research |
| Foreign Policy Research Institute | Middle East Specialist; Editorial staff of ORBIS | Not disclosed | Policy analysis; editorial governance |
External Roles
| Organization | Role | Status |
|---|---|---|
| Nanox Imaging Plc | Director | Current |
| Bonus BioGroup | Director | Current |
| DarioHealth Corp | Director | Prior |
| WellSense Technology | Director | Prior |
| Delek Oil | Director | Prior |
| Eco-Fusion North America, Inc. | Director | Prior |
| Powermat USA | Director | Prior |
| Bank Leumi USA | Director | Prior |
Board Governance
- Board size: seven directors; directors include Hoenlein; annual election in uncontested slate requires majority of votes cast .
- Independence: Board determined Hoenlein independent under Nasdaq and company criteria (review completed March 27, 2025) .
- Committee assignments: Nominating & Corporate Governance Committee member (committee composed of Lobell – chair, Hoenlein, Klein) . Not on Audit (Klein – chair, Lobell, Harvey) or Compensation (Lobell – chair, Klein, Harvey) .
- Attendance: Board held 10 meetings in 2024; each incumbent director standing for election attended at least 88% of Board and applicable committee meetings; all incumbent directors attended the 2024 Annual Meeting .
- Shareholder communications and governance processes documented; Audit Committee reviews related-party relationships quarterly .
RED FLAGS
- Nominating & Corporate Governance Committee held no meetings in 2024 (one unanimous written consent), suggesting limited formal engagement despite ongoing responsibilities .
- Combined Chair/CEO structure (Chairman is also CEO/President), which can reduce independent board leadership leverage; Board has no formal policy separating roles .
Fixed Compensation
| Component | Policy Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (non-employee directors) | $30,000 | Payable quarterly |
| Audit Committee membership fee | $7,500 | Payable quarterly |
| Audit Committee chair fee | $55,000 | Payable quarterly |
| Compensation Committee membership fee | $5,000 | Payable quarterly |
| Compensation Committee chair fee | $10,000 | Payable quarterly |
| Nominating & Governance Committee membership fee | $5,000 | Payable quarterly |
| Nominating & Governance Committee chair fee | $10,000 | Payable quarterly |
| Director | Fees Earned or Paid in Cash (2024) | Stock Awards Grant-Date Fair Value (2024) | Total (2024) |
|---|---|---|---|
| Malcolm Hoenlein | $35,000 | $10,032 | $45,032 |
- Mix analysis (2024): Cash ≈ 77.6% ($35,000) vs equity ≈ 22.3% ($10,032), consistent with policy (retainer + committee membership) and modest annual equity grant .
Performance Compensation
| Equity Award | Grant Date | Grant Value | Vesting | Deferral Election |
|---|---|---|---|---|
| Restricted Stock (annual grant) | Jan 1, 2024 | $10,000 (policy); actual value $10,032 | Vests in three equal tranches on Jan 1 of 2025, 2026, 2027 | Elected to defer 100% of stock award value into director deferred compensation account |
| Annual Equity Starting 2025 | Jan 1, 2025 (and annually thereafter) | $100,000 (shares determined by prior year-end closing price) | Vests in three equal annual tranches over 3 years | Not disclosed |
- Deferred Compensation Plan for Directors: Directors may defer annual fees, meeting fees, committee fees, restricted stock/RSUs; deferred amounts convert into stock units; lump-sum distribution in shares occurs the 10th business day of January following separation from Board; accelerates upon death or corporate transaction as defined in the plan .
- Performance metrics: Director equity awards are time-based; no performance conditions disclosed for director compensation .
Other Directorships & Interlocks
- Public company roles outside FBIO: Nanox Imaging Plc; prior at DarioHealth Corp and Bank Leumi USA, among others .
- FBIO partner companies/affiliates interlocks: Not indicated for Hoenlein (e.g., Audit and Compensation committees list do not include him; related-party section does not identify him) .
Expertise & Qualifications
- Governance and policy expertise from high-level roles at major organizations; academic credentials and teaching in International Relations; editorial experience at ORBIS; Middle East policy specialization; Board cites “sound business judgment and leadership and management experience” as qualifications .
Equity Ownership
| Holder | Shares Owned | Options/Warrants/Unvested RSUs Included (vested/vesting within 60 days) | Total Beneficially Owned | Ownership % |
|---|---|---|---|---|
| Malcolm Hoenlein | 42,750 | 29,997 | 72,747 | <1% |
| Unvested Awards (as of Dec 31, 2024) | Amount |
|---|---|
| Restricted Stock Awards (RSAs) | 6,666 |
- Section 16 compliance: No untimely filings reported for FY2024 based on company review .
- Pledging/hedging: Not disclosed.
- Ownership guidelines: Not disclosed.
Governance Assessment
- Strengths:
- Independent status confirmed; tenure since 2014 provides institutional continuity .
- Solid attendance record (≥88% of Board and committee meetings); full participation at Annual Meeting .
- Clear alignment through equity grants and optional deferral into stock units, with time-based vesting to encourage retention .
- Risks/Watch items:
- Nominating & Corporate Governance Committee held no meetings in 2024; while one action by unanimous consent occurred, repeated low formal activity could signal reduced oversight on board composition and governance processes in a dynamic environment .
- Combined Chair/CEO structure persists; absence of a formal policy to separate roles reduces independent oversight leverage, increasing reliance on committee efficacy and independent directors’ engagement .
- Conflicts/Related-party exposure:
- No related-party transactions involving Hoenlein above $120,000 since Jan 1, 2024 disclosed; Audit Committee reviews related-party items quarterly .
- Compensation signals:
- 2025 shift to larger annual equity grant ($100,000) increases at-risk, long-term alignment but remains time-based without performance hurdles; consider advocating for performance-conditioned director equity to strengthen pay-for-performance governance optics .
Overall: Hoenlein presents as an experienced, independent director with strong attendance and modest equity alignment. Key governance watchpoint is the low formal activity of the Nominating & Corporate Governance Committee in 2024 and the continuing combined Chair/CEO structure, which could dampen board effectiveness unless mitigated by active director engagement and robust committee processes .