Samuel M. Zentman
About Samuel M. Zentman
Independent director of Acorn Energy, Inc. since November 2004; age 79. Background spans information systems leadership at American Motors Corporation (1973–1978), finance/administration (1978–1980), and president/CEO of a privately held textile firm (1980–2006). He holds a Ph.D. in Complex Analysis. Current board roles include Audit Committee Chair and member of Compensation and Nominating Committees, with designation as the Board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Motors Corporation | Director, Corporate Data Center; Director, Engineering Computer Centers | 1973–1978 | Information systems leadership; technology oversight |
| Privately held textile firm | VP Finance & Administration | 1978–1980 | Financial management |
| Privately held textile firm | President & CEO | 1980–2006 | Strategic leadership; operational oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Klotho Neurosciences | Director | Not disclosed | Also active on charitable boards focused on education |
| Hinson & Hale Medical Technologies, Inc. | Director | Not disclosed | Referenced in Company filings |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Nominating (Member). Board determined he is independent under NASDAQ rules; he qualifies as an “audit committee financial expert.”
- Attendance: Board met 4 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings; all five directors attended the 2024 annual meeting. Independent directors periodically meet in executive session following regular Board meetings.
- Committee activity (2024): Audit Committee met 4 times; Compensation Committee acted by unanimous written consent once; Nominating Committee acted by unanimous written consent once.
- Stockholder engagement: Independent directors can be contacted directly (email: [email protected]) for executive compensation feedback.
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual director retainer (cash) | $15,000 | $15,000 |
| Audit Committee Chair fee (cash) | $10,000 | $10,000 |
| Committee member fee (Audit, non-chair) | N/A for Zentman | N/A for Zentman |
| Meeting fees | Not disclosed | Not disclosed |
| Elect-in-stock in lieu of fees (policy) | Available; quarterly vest on elected shares | Available; quarterly vest on elected shares |
| Fees earned or paid in cash (Zentman) | $25,000 | $25,000 |
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Option grant size (shares) | 625 options | 625 options |
| Exercise price | $5.60 | $6.09 |
| Expiration | Jan 1, 2030 | Jan 1, 2031 |
| Fair value (Black-Scholes) | $2,306 | $3,695 |
| Assumptions (risk-free, term, vol., dividends) | 4.14%, 3.7 yrs, 94%, none | 3.86%, 4.9 yrs, 194.1%, none |
| Vesting | Four quarterly installments beginning grant date | Four quarterly installments beginning grant date |
| Post-service exercisability | Until the earlier of 7 years from grant or 18 months after service ends | Until the earlier of 7 years from grant or 18 months after service ends |
No director performance metrics (e.g., TSR, revenue growth) are tied to Zentman’s compensation; compensation is cash retainers plus standard option grants with time-based vesting.
Other Directorships & Interlocks
- UE Systems link via other ACFN directors: Gary Mohr (President, UE Systems) and Michael F. Osterer (Chairman, UE Systems) are ACFN directors; beneficial ownership tables show ACFN shares held by UE Systems Inc. included in their reported holdings. No UE Systems-related transactions disclosed for Zentman.
- No related-party transactions involving Zentman are disclosed in the reviewed proxy and 10-K sections.
Expertise & Qualifications
- Ph.D. in Complex Analysis; deep experience in computer systems/software and finance, enabling strong audit oversight and technology fluency. Designated audit committee financial expert.
Equity Ownership
| Metric | Mar 4, 2025 (10-K) | Jul 21, 2025 (DEF 14A) |
|---|---|---|
| Shares owned directly | 6,617 | 6,617 |
| Options currently exercisable | 4,062 | 4,218 |
| Total beneficial ownership (shares) | 10,679 | 10,835 |
| % of shares outstanding | <1% (based on 2,491,130 shares) | <1% (based on 2,498,316 shares) |
| Basis shares outstanding | 2,491,130 | 2,498,316 |
| Pledged shares | Not disclosed | Not disclosed |
Governance Assessment
- Strengths
- Long tenure (since 2004) with audit leadership; formally recognized as an audit committee financial expert—supports investor confidence in financial reporting oversight.
- Clear independence status and regular executive sessions enhance board monitoring and reduce management influence.
- Transparent, modest director pay structure with no meeting fees and ability to elect stock in lieu of cash—alignment optionality.
- Reliable attendance (≥75% in 2024) and active Audit Committee meeting cadence (4x) signal engagement.
- Watch items
- Ownership is small (<1%), which limits “skin-in-the-game” despite option grants; consider monitoring elective stock retainer usage to improve alignment.
- Interlocks exist among other directors via UE Systems, which is a shareholder; while no Zentman-related transactions are disclosed, interlocks can create perceived conflicts—monitor for any future related-party dealings.
- No red flags found
- No disclosures of related-party transactions, pledging, hedging, legal proceedings, or tax gross-ups involving Zentman in reviewed filings.
- Shareholder engagement
- Direct email to independent directors (via Zentman) for compensation input is an uncommon, positive transparency signal.