Zachary Witkoff
About Zachary Witkoff
Zachary Witkoff serves as Chairman of the Board of ALT5 Sigma Corporation (ALTS), having accepted appointment in 2025 as the initial nominee designated by World Liberty Financial, Inc. (“Lead Investor”) following an August 2025 private placement; the Lead Investor also designated Eric Trump and Zachary Folkman as board observers . He is a Co-Founder of the Lead Investor and one of three members of the Board of Managers of WLF Holdco LLC, the Lead Investor’s sole member, sharing voting and dispositive power over Lead Investor-held securities and disclaiming beneficial ownership of those securities personally . Age, education, and prior employment details are not disclosed in the available filings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ALT5 Sigma Corporation (ALTS) | Chairman of the Board | Appointed 2025 (accepted nomination by Lead Investor) | Lead Investor may appoint a second director subject to stockholder approval (Proposal 2) |
| WLF Holdco LLC / World Liberty Financial, Inc. | Co-Founder; Board of Managers member (Holdco is sole member of Lead Investor) | Not disclosed | Shares voting/dispositive power over Lead Investor-held ALTS securities; individual managers disclaim beneficial ownership |
External Roles
No other public company directorships disclosed for Mr. Witkoff in the provided ALTS proxies and 8‑Ks. If present, they are not disclosed in these documents .
Board Governance
- Role and nomination: Chairman nominated by Lead Investor as part of the August 2025 private placement; Lead Investor may nominate two directors (one serves as Chair, one with observation rights) .
- Influence and second seat: Proposal 2 seeks approval to allow a second director selected by the Lead Investor to be appointed; Lead Investor and Mr. Witkoff have an interest in this outcome .
- Independence considerations: Mr. Witkoff is a Co-Founder of the Lead Investor and has a pecuniary interest related to $WLFI tokens and PIPE securities, indicating a related-party affiliation with a controlling investor; independence status is not explicitly stated in the 2025 special proxy .
- Lock-up: Directors (including Mr. Witkoff) entered lock-up agreements prohibiting transfer of 50% of common shares for 90 days after effectiveness of the resale registration, and the remaining 50% after the later of 90 days post‑effectiveness or stockholder approval; directors therefore have an interest in approvals of proposals tied to the private placement .
Special Meeting Voting Results (October 10, 2025)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Proposal 1 – Approve issuance of 119,000,000 shares upon exercise of pre-funded and purchase warrants held by Lead Investor | 36,989,693 | 12,381,062 | 6,427 | 13,867,952 |
| Proposal 2 – Approve Board appointment of a second director selected by Lead Investor | 25,091,099 | 23,868,657 | 417,426 | 13,867,952 |
| Proposal 4 – Approve adjournments/postponements | 24,506,210 | 24,464,260 | 406,712 | 13,867,952 |
Observations: Proposal 1 passed comfortably; Proposal 2 passed narrowly with substantial opposition, signaling investor sensitivity to Lead Investor’s influence on board composition .
Fixed Compensation
No director-specific cash retainer or committee fees for Mr. Witkoff are disclosed in the 2025 special proxy. The 2024 annual proxy included 2023 non-employee director cash fees for other directors (e.g., Butler: $30,000; Bitar: $18,000; Hajjar: $14,400), but did not include Mr. Witkoff, who was not on the board then .
Performance Compensation
No equity or performance-based director awards disclosed for Mr. Witkoff in the 2025 special proxy. The 2024 proxy describes the 2024 Equity Incentive Plan structure and director award limits but not any grant for Mr. Witkoff .
Other Directorships & Interlocks
- Lead Investor relationship: Mr. Witkoff is Co-Founder of Lead Investor, developer of $WLFI tokens central to ALTS’s treasury strategy; Lead Investor holds PIPE securities and warrants subject to stockholder approvals, and would have had approximately 52% of outstanding common stock upon full exercise as of the proxy date (ignoring beneficial ownership restrictions) .
- Board observers designated by Lead Investor: Eric Trump and Zachary Folkman (observers, not directors) .
Expertise & Qualifications
- Finance/crypto treasury strategy linkage: Affiliation with Lead Investor, developer of $WLFI tokens, suggests exposure to crypto treasury strategies; formal credentials or education are not disclosed in the filings .
Equity Ownership
| Holder | Common Shares Owned | % of Common | Notes |
|---|---|---|---|
| Zachary Witkoff (Chairman) | – | <1% | Footnote: Witkoff is one of three managers of WLF Holdco LLC (Lead Investor sole member), shares voting/dispositive power over Lead Investor-held securities; managers disclaim personal beneficial ownership |
| Lead Investor (World Liberty Financial, Inc.) | PIPE shares 1,000,000; PIPE pre-funded warrants 99,000,000; purchase warrants up to 20,000,000 (exercise prices $7.50–$9.75) | Would be ~52% of common outstanding if all were exercised as of the proxy date (ignoring ownership limits) | Exercise constrained by beneficial ownership limits (4.99% cap, adjustable up to 19.99% with notice) |
Policy: Directors are subject to lock-up on 50% of their common shares for 90 days post resale registration effectiveness and remaining 50% after specified timing/approvals .
Governance Assessment
- Concentration of influence and related party: Co-Founder of Lead Investor (counterparty providing $750 million in $WLFI tokens and receiving PIPE securities) who serves as ALTS Board Chair and shares voting/dispositive power over Lead Investor-held ALTS securities; pecuniary interest in tokens/PIPE outcomes. This is a significant conflicts-of-interest signal and board capture risk .
- Potential control implications: Lead Investor’s warrants (119,000,000 shares) could represent ~52% of outstanding common if exercised (ignoring ownership limits), with Proposal 1 passed; Proposal 2 (second director from Lead Investor) passed narrowly, indicating investor concern over incremental influence .
- Anti-takeover and dilution risk: Company warns of significant dilution, market value impact, and incidental anti-takeover effects from increased share issuances; increase in authorized shares to 2,000,000,000 was sought via Proposal 3 (adjourned at the initial Special Meeting) .
- Independence status: Not explicitly stated; the disclosed pecuniary and governance ties to Lead Investor raise independence concerns under typical Nasdaq definitions, though the filing stops short of formally categorizing him as non-independent .
- Attendance/committee roles: Not disclosed for Mr. Witkoff in 2025 special proxy. Historical committee composition from 2024 (Audit, Compensation, Governance) predates his appointment and cannot be ascribed to him .
RED FLAGS
- Pecuniary interest and developer affiliation with $WLFI tokens central to ALTS treasury strategy; potential to benefit from approvals tied to PIPE and warrant exercises .
- Lead Investor’s ability to appoint two directors (including Chair) and potential 52% ownership upon warrant exercise (ignoring limits) .
- Narrow approval margin for adding a second Lead Investor‑selected director, signaling investor apprehension .
- Company’s own disclosure of potential anti‑takeover effects and dilution from share issuances .
- Directors’ lock‑up arrangements create alignment with transaction approvals, potentially skewing incentives toward Lead Investor outcomes .
Overall investor confidence signal: High related‑party influence with prospective majority ownership, board nominations, and transactional pecuniary interests presents elevated governance risk and potential conflicts that warrant close monitoring of committee structures, independent oversight mechanisms, and any future related‑party transactions .