Jason Isenberg
About Jason Isenberg
Jason Isenberg, 52, has served as an independent director of Intelligent Bio Solutions Inc. since October 2022. He is Assistant General Counsel at RFA Management Company, LLC (Atlanta) advising affiliated companies, trusts and foundations on governance, transactions, operations, employment law and risk mitigation since 2006; he has negotiated over $1 billion in investment and corporate transactions. He holds a BA from the University of Maryland and a JD from New England Law, Boston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RFA Management Company, LLC | Assistant General Counsel | 2006–present | Advises endowment-style portfolio on corporate governance, transactions, and risk; negotiated >$1B in deals |
| Various global law firms | Attorney | Prior to 2006 | Focused on construction and mass-tort litigation |
| GBS Inc./Intelligent Fingerprinting Limited transaction | Sellers’ Representative (RFA Sellers’ Representative) | October 2022 | Named party to Share Exchange Agreement consummating IFP acquisition; signals transactional expertise and historical involvement with INBS’s asset acquisition |
External Roles
| Organization | Role | Board Type | Notes |
|---|---|---|---|
| Public company boards | Not disclosed | Public | No other public company directorships disclosed in INBS filings |
| RFA Management Company, LLC | Assistant General Counsel | Private | Ongoing legal/GC function; not a board role |
Board Governance
- Independence: The Board determined all current directors (including Isenberg) are independent under Nasdaq Rule 5605(a)(2) .
- Committees: Isenberg serves on the Compensation Committee and the Nominating & Corporate Governance Committee; he is not on the Audit Committee and does not chair any committee .
- Attendance: FY ended June 30, 2025—Board met 7 times and acted by written consent 2 times; each director attended at least 75% of Board and applicable committee meetings; all directors attended last year’s annual meeting .
| Committee | Membership (Isenberg) | Chair? | FY2025 Meetings | Notes |
|---|---|---|---|---|
| Audit | No | Audit Chair is Nicola Fraser | 4 | 1 action by written consent |
| Compensation | Member | Chair is Jonathan S. Hurd | 1 | 3 actions by written consent |
| Nominating & Corporate Governance | Member | Chair is Steven Boyages | 1 | 1 action by written consent |
Fixed Compensation
| Fiscal Year | Fees Earned in Cash (USD) | Stock Awards (USD) | Option Awards (USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|---|
| FY2025 | 50,625 | 0 (no stock awards reported) | 0 (no option awards reported) | 0 | 50,625 |
- Non-employee director cash fee structure (effective April 1, 2025): $40,000 Board retainer plus the highest component of either Chair fees (Chairman $25,000; Audit Chair $17,500; Compensation Chair $15,000; Nominating Chair $15,000) or Committee membership fees (Audit Member $7,500; Compensation Member $12,500; Nominating Member $7,500) .
- Prior to April 1, 2025, annual Board retainer was $40,000 with additional cash for chair roles and committee memberships (Chair of Board +$20,000; Audit/Nominating Chair +$15,000; Compensation Chair +$5,000; Committee membership +$5,000 when not chair) .
Performance Compensation
| Component | 2025 Status | Terms/Notes |
|---|---|---|
| Equity grants (RSUs/Options) to directors | None disclosed for Isenberg in FY2025 (stock awards column shows “-”) | Company’s 2019 LTIP allows RSUs, options, SARs, performance-based awards; non-employee director annual award cap set at 50,000 shares post-2025 amendment |
| Performance metrics tied to director pay | Not disclosed for directors | LTIP permits performance goals, but no director-specific metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No other public board roles disclosed; independence affirmed by Board |
Expertise & Qualifications
- Corporate governance and transactions counsel; advised complex portfolios at RFA since 2006 .
- Negotiated over $1 billion in investment and corporate transactions .
- Legal education: BA (University of Maryland), JD (New England Law, Boston) .
- Transactional involvement in 2022 share exchange as RFA Sellers’ Representative, indicating deal execution experience .
Equity Ownership
| Record Date | Shares Outstanding (Basis) | Isenberg Beneficially Owned Shares | Ownership % |
|---|---|---|---|
| September 11, 2025 | 9,028,712 | 0 (reported as “-”) | 0.00% (reported as “-”; less than 1%) |
| August 12, 2025 | 8,979,152 | 0 (reported as “-”) | 0.00% (reported as “-”; less than 1%) |
- Shares pledged/hedged: Not disclosed.
- Vested/unvested breakdown, options: Not disclosed for directors; executive outstanding awards were fully vested, with no outstanding equity for NEOs as of FYE 2025 (director granularity not provided) .
Governance Assessment
- Committee engagement: Active member of Compensation and Nominating & Corporate Governance Committees; both committees comprise independent directors per Nasdaq standards, supporting board effectiveness and oversight of pay and director nominations .
- Independence and attendance: Board affirms independence; Isenberg met ≥75% attendance threshold; all directors attended the annual meeting, supporting engagement and accountability .
- Compensation alignment: FY2025 director pay for Isenberg was cash-only with no equity grants, and the Board increased committee fees effective April 1, 2025; absence of equity for the director reduces immediate “skin-in-the-game” alignment, though the LTIP permits director awards and caps non-employee director grants at 50,000 shares annually .
- Ownership signal: Isenberg reported no beneficial ownership of INBS shares as of both August and September 2025, a potential alignment concern for investors focused on director share ownership policies. RED FLAG: zero share ownership .
- Related-party safeguards: Company reports no related-party transactions since the beginning of the last fiscal year; Audit Committee pre-approves any related-party transactions under documented procedures, mitigating conflict risk . Note: historical involvement as RFA Sellers’ Representative in the 2022 share exchange suggests prior transactional ties; not a current related-party transaction per 2025 disclosure .
- Risk oversight: Board and committees actively oversee operational, financial, legal, strategic, and cybersecurity risks; Audit coordinates controls, related-party reviews; Compensation oversees risks from compensation policies; consistent with governance best practices .
Overall signal: Independent, engaged committee member with legal/transactional expertise; watch alignment due to zero share ownership and cash-only director compensation in FY2025; prior RFA-related transactional role noted but no current related-party transactions disclosed .