Roger Kornberg
Xenetic BiosciencesAbout Roger Kornberg
Roger D. Kornberg, PhD (age 78), has served as an independent director of Xenetic Biosciences since February 2016. He is the Winzer Professor of Medicine in the Department of Structural Biology at Stanford University and a member of the U.S. National Academy of Sciences; he received the 2006 Nobel Prize in Chemistry for elucidating the molecular basis of eukaryotic transcription. Education: B.S. in Chemistry, Harvard (1967); Ph.D. in Chemical Physics, Stanford (1972).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Medical School | Assistant Professor of Biological Chemistry | 1976–1978 | Academic research and teaching |
| Stanford University School of Medicine | Professor of Structural Biology (Winzer Professor of Medicine) | 1978–present | Leading research on transcription; Nobel Prize (2006) |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| Cocrystal Pharma, Inc. (Nasdaq: COCP) | Director | Since April 2020 | Public company directorship |
| U.S. National Academy of Sciences | Member | Not disclosed | Scientific distinction |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (effective Dec 11, 2024; current committee: Kornberg (Chair) and Firdaus Dastoor; 4 meetings in 2024). Not a member of Audit or Compensation in 2024.
- Independence: Board affirmatively determined Dr. Kornberg was independent under Nasdaq standards during his service in 2024; all current committee members are independent.
- Attendance and engagement: Board met 8 times in 2024; Dr. Kornberg attended 52% of Board/committee meetings during his service period (below the typical 75% threshold).
- Anti‑hedging/pledging: Company policy prohibits hedging/pledging; all directors in compliance; no securities of officers/directors are pledged.
- Board leadership context: Board Chair is Dmitry Genkin; CEO is not a director.
RED FLAG: Low attendance — Dr. Kornberg attended only 52% of Board/committee meetings in 2024, which is below common governance expectations and below peers on XBIO’s Board.
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual director cash retainer | $43,000 |
| Committee chair/member fees | Not disclosed |
| Meeting fees | Not disclosed |
Performance Compensation
| Component | 2024 Value/Structure | Notes |
|---|---|---|
| Annual director option grant (policy) | 2,500 options upon initial appointment; 2,500 options each year on the annual meeting date | Company-wide director equity policy |
| Option awards (granted in 2024) | $8,721 (grant-date fair value) | Value reported for 2024; RSUs/PSUs not disclosed for directors |
| Performance metrics tied to director pay | None disclosed | Director equity appears time-based; no performance conditions disclosed |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|
| Cocrystal Pharma, Inc. (COCP) | Director | Not disclosed | No interlocks with XBIO competitors/suppliers/customers disclosed |
Expertise & Qualifications
- Nobel Prize in Chemistry (2006) for eukaryotic transcription; major scientific awards (e.g., Welch Prize 2001, Leopald Mayer Prize 2002).
- Deep academic leadership (Stanford professor since 1978) and recognized scientific authority; relevant for R&D oversight and long-term strategy.
- Public company board experience (COCP), bringing external governance perspective.
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 15,626 (options exercisable within 60 days as of Oct 15, 2025) |
| Ownership percentage | <1% of outstanding shares |
| Director option awards outstanding (as of Dec 31, 2024) | 15,626 options |
| Shares pledged as collateral | None; pledging prohibited and all directors in compliance |
Governance Assessment
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Positive signals:
- Independent director with world‑class scientific credentials; chairs the Nominating & Corporate Governance Committee, indicating board confidence in his governance leadership.
- No Kornberg‑specific related‑party transactions disclosed; 2024–2025 related‑party items involved other directors/entities (Pharmsynthez; PeriNess; consulting with Dr. Genkin).
- Anti‑hedging/pledging compliance and no pledged shares support alignment with shareholder interests.
- Shareholder support environment: Say‑on‑Pay passed in 2024 (462,285 For; 40,600 Against; 2,098 Abstain), and shareholders selected annual frequency for Say‑on‑Pay—indicating general support for compensation oversight framework.
-
Concerns/RED FLAGS:
- Attendance: 52% attendance in 2024 is materially below peer norms and the company’s stated 75% benchmark, raising engagement and effectiveness concerns—especially given his role as Nominating & Corporate Governance Chair.
- Ownership alignment: Beneficial ownership is de minimis (<1%), comprised of options exercisable within 60 days; no disclosed stock ownership guidelines for directors, limiting “skin‑in‑the‑game” alignment.
-
Net takeaway: Kornberg brings outsized scientific gravitas and governance responsibility (N&CG Chair), with no apparent conflict exposures at XBIO. However, his 2024 attendance deficit is a significant governance negative that may weigh on investor confidence in board oversight unless rectified and explained.
Appendix: Quantitative Governance Snapshot
| Item | Value |
|---|---|
| Years on XBIO Board | Director since February 2016 |
| Age | 78 |
| 2024 Board meetings | 8 meetings held |
| 2024 Kornberg attendance | 52% |
| 2024 N&CG meetings | 4 meetings |
| N&CG (current) | Kornberg (Chair), Dastoor |
| Independence status | Independent director per Nasdaq standards |
| 2024 director cash retainer | $43,000 |
| 2024 director option award value | $8,721 |
| Beneficial ownership | 15,626 shares (options within 60 days); <1% |
| Anti‑hedging/pledging compliance | Prohibited and in compliance; no pledges |
Notes on conflicts: The company disclosed related‑party arrangements with Pharmsynthez and PeriNess involving other directors (Genkin, Mizrahy). Dr. Kornberg is not named in these transactions.