John Cronin
About John Cronin
John Cronin, 70, is a USBC director (since November 2023) and served as Interim Chief Technology Officer from September 2024 to August 2025, which renders him non‑independent. He holds B.S. and M.S. in Electrical Engineering and a B.A. in Psychology from the University of Vermont, is IBM’s former top inventor, and is Chairman/CEO of ipCapital Group (ipCG) . In FY2024 the Board met three times and each director attended at least 75% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USBC | Interim Chief Technology Officer; Director | Sep 2024–Aug 2025 (Interim CTO); Director since Nov 2023 | Not considered independent due to interim executive service |
| IBM | Inventor; ran IBM Patent Factory | 17+ years | Became IBM’s top inventor; led licensing program team |
| ipCapital Group (ipCG) | Chairman & CEO | 1998–present | Global IP strategy consulting (45+ services) |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| AdrenalineIP | Chair, Board of Directors | Current | Private/industry role |
| IX‑Innovations | Chairman | Current | Private/industry role |
| HarvestWeb (501(c)3) | Founder | Current | Non-profit |
| HopTo Inc. (OTC: HPTO) | Director | 2014–Sep 2018 | Public company board |
| ImageWare Systems (OTCQB: IWSY) | Director | 2012–Apr 2020 | Public company board |
Board Governance
- Committee assignments: Cronin is not listed on USBC’s Audit, Compensation, or Nominating & Corporate Governance committees; those are chaired by Jon Pepper (Audit), William A. Owens (Compensation), and Linda Jenkinson (Nominating), with independent members Owens, Pepper, Takesako, and Ellingson .
- Independence: Not independent due to service as Interim CTO (Sep 2024–Aug 2025) .
- Attendance: Each director attended at least 75% of Board and committee meetings in the last fiscal year; Board met 3 times and acted by consent 13 times .
- Board structure: Combined CEO/Chair roles; no Lead Independent Director .
- Controlled company: Goldeneye 1995 LLC (solely owned by CEO Robert Kidd) holds a majority of voting power; USBC avails controlled‑company exemptions (e.g., not all committees fully independent) .
Fixed Compensation
| Component | FY 2024 |
|---|---|
| Director cash fees (actual) | $1,616 |
| Annual cash retainer policy (non‑employee directors) | $10,000 |
Notes: Non‑employee directors are primarily compensated via stock options and stock grants in addition to a modest cash retainer .
Performance Compensation
| Component | FY 2024 |
|---|---|
| Stock awards (grant‑date fair value) | $7,920 |
| Option awards (grant‑date fair value) | $70,007 |
| Outstanding options (shares) | 34,760 (FY2024 disclosure) |
| Performance Metric | Status |
|---|---|
| Director‑level performance metrics tied to awards | Not disclosed; 2021 Plan permits use of performance criteria generally |
Plan features affecting incentives:
- Amended 2021 Plan authorizes repricing/exchange of options/SARs (an “Exchange Program”), with repriced awards not counting against the share reserve .
- Evergreen provision increased to up to 15,000,000 shares annually (or 4% of outstanding, or Board‑determined amount) .
Other Directorships & Interlocks
| Company | Relationship to USBC | Potential Interlock/Conflict |
|---|---|---|
| ipCapital Group (ipCG) | Vendor to USBC; led by Cronin | USBC paid ipCG ~$713,000 (FY2023), ~$390,000 (FY2024), ~$239,000 (9M 2025), ~$210,000 (9M 2024) – related‑party exposure |
| Period | Payments to ipCG |
|---|---|
| FY 2023 | ~$713,000 |
| FY 2024 | ~$390,000 |
| 9M FY 2024 | ~$210,000 |
| 9M FY 2025 | ~$239,000 |
Expertise & Qualifications
- Intellectual property strategy and monetization; authored >1,600 patents/applications; led IBM Patent Factory .
- Technology commercialization and IP consulting leadership (ipCG) .
- Prior public board experience (HPTO, IWSY) .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 27,904 (<1% of outstanding) |
| Direct shares | 25,404 |
| Warrants exercisable within 60 days | 2,500 |
| Options outstanding (not all currently exercisable) | 34,760 (FY2024 disclosed) |
| Anti‑hedging/pledging policy | Hedging prohibited; margin/pledge capped at 25% of owned shares for employees/directors |
Governance Assessment
-
Strengths:
- Deep IP and technology expertise aligned with USBC’s innovation agenda .
- Equity‑heavy director compensation (FY2024: ~98% equity) increases alignment with shareholders .
-
Red flags and investor confidence risks:
- Non‑independence due to interim executive role; removal from independent committees common under listing rules .
- Material related‑party transactions (ipCG) over multiple periods present conflict‑of‑interest risk and perception issues .
- Controlled‑company status and combined CEO/Chair with no Lead Independent Director weaken checks and balances .
- Amended equity plan enables option/SAR repricing and a large evergreen increase (up to 15,000,000 shares annually), contributing to potential dilution and pay‑structure risk if governance controls are weak .
Overall: Cronin’s IP credentials are valuable for product strategy, but non‑independence and recurring related‑party fee exposure with ipCG are significant governance risks. Monitoring committee roles, related‑party approvals via the Nominating & Governance Committee, and equity plan usage (repricing and evergreen) is warranted to protect minority shareholder interests .