Fred Zeidman
About Fred S. Zeidman
Fred S. Zeidman (age 78) has served as an independent director of Bluejay Diagnostics, Inc. since May 2021. He is a corporate finance and restructuring veteran: Chairman of WoodRock & Co., Chairman/CEO of publicly held SPACs Good Works Acquisition Corp and Good Works II Acquisition Corp, and former Chairman of Gordian Group LLC. He holds a BA from Washington University in St. Louis and an MBA from New York University .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Gordian Group LLC | Chairman (former) | U.S. investment bank specializing in board-level advice in complex/distressed matters | Turnaround/board advisory |
| Seitel, Inc. | CEO, President & Chairman (former) | Led successful turnaround of onshore seismic data provider | Turnaround leadership |
| Straight Path Communications, Inc. | Lead Director (former) | Served until sale to Verizon in 2018 | Sale execution oversight |
| REMA (division of NRG Corp.) | Director (former) | Director role at energy division | Governance oversight |
| TransMeridian Exploration Inc. | Restructuring Officer (former) | Energy company restructuring | Restructuring leadership |
| AremisSoft Corp. | Chief Bankruptcy Trustee (former) | Led bankruptcy trustee function | Creditor/shareholder recovery |
| Unibar Corporation | Chairman & CEO (former) | Largest domestic independent drilling fluids co.; led until sale to Anchor in 1992 | Strategic sale execution |
External Roles
| Organization | Role | Public/Private/Non-profit | Notes |
|---|---|---|---|
| WoodRock & Co. | Chairman | Private | Investment banking services |
| Good Works Acquisition Corp | Chairman & CEO | Public (SPAC) | Public SPAC leadership |
| Good Works II Acquisition Corp | Chairman | Public (SPAC) | Public SPAC leadership |
| Prosperity Bank | Board member | Banking (public bank affiliate) | Board service |
| U.S. Holocaust Memorial Council | Chairman Emeritus | U.S. Government/Non-profit | Appointed by President George W. Bush (2002–2010) |
| University of Texas Health Science System Houston | Chairman Emeritus | Non-profit/Academic | Civic leadership |
| National WWII Museum | Board service | Non-profit | Board role |
| Development Corp of Israel (Israel Bonds) | National Chairman | Non-profit | Fundraising leadership |
Board Governance
- Independence: Zeidman is independent under Nasdaq Rules; BJDX’s board majority is independent .
- Tenure: Director since May 2021 .
- Attendance: Board held 11 meetings in 2024; each incumbent director attended at least 75% of board and committee meetings while in office .
- Committees and roles:
- Current: Chair, Nominating & Corporate Governance Committee; member Douglas Wurth and Donald R. Chase; 1 meeting in 2024 .
- Effective at 2025 Annual Meeting: Zeidman becomes member of Audit Committee (Chase to Chair) and member of Compensation Committee (Chase Chair), reflecting broader oversight engagement .
- Anti-hedging/pledging: Policy prohibits hedging transactions and pledging or holding securities in margin accounts without prior approval .
| Committee | 2024 Membership | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Gemignani, Wurth, Chase | Gemignani | 5 |
| Compensation | Chase, Wurth, Gemignani | Chase | 2 |
| Nominating & Corporate Governance | Zeidman, Wurth, Chase | Zeidman | 1 |
Fixed Compensation
- Policy (FY2024): Board member $50,000; Board chair $75,000; Committee member $7,500; Committee chair $20,000 .
- Actual (FY2024): Zeidman earned $70,000 fees (consistent with $50,000 board retainer + $20,000 Nominating chair fee); no stock/options granted to directors in 2024 per director table .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board retainer (cash) | $50,000 | $50,000 (implied within total) |
| Nominating Chair fee | $20,000 (policy; aligns with role) | $20,000 (policy; aligns with role) |
| Total cash fees | $70,000 | $70,000 |
| Stock awards (RSUs) | $12,100 (1,375 RSUs on 2/1/2023) | — (none disclosed) |
| Option awards | — | — |
Performance Compensation
- Director equity grants (FY2023): Each director received 1,375 RSUs on Feb 1, 2023, grant-date fair value $12,100; vest on one-year anniversary of grant .
- FY2024: No director stock awards granted .
| Grant Type | Grant Date | Units | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| RSUs (Director annual grant) | 2/1/2023 | 1,375 | One-year cliff vest | $12,100 |
| RSUs (FY2024) | — | — | — | — |
No performance-based metrics (e.g., revenue/TSR hurdles) are disclosed for director pay; director compensation is primarily fixed cash retainers with occasional time-based RSUs .
Other Directorships & Interlocks
| Company/Org | Type | Overlap/Interlock Risk |
|---|---|---|
| Good Works Acquisition Corp (SPAC) | Public | None disclosed with BJDX counterparties |
| Good Works II Acquisition Corp (SPAC) | Public | None disclosed with BJDX counterparties |
| Prosperity Bank | Banking | None disclosed with BJDX counterparties |
- Related-party transactions: Proxy discloses transactions with NanoHybrids (CTO’s entity); no transactions implicating Zeidman reported .
Expertise & Qualifications
- Corporate finance, restructuring, and board-level advisory expertise; deep transaction leadership across energy, telecom, and special situations .
- Education: BA (Washington University in St. Louis), MBA (New York University) .
- Governance credentials: Chairing Nominating & Corporate Governance aligns with search, board composition, and governance policy oversight .
Equity Ownership
- Beneficial ownership (as of May 2, 2025): 5 shares (<1% of class). Breakdown: 3 shares held directly, 1 share underlying options at $28,000 exercise price, 1 share underlying options at $22,320 exercise price .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of company stock, supporting alignment safeguards .
| Holder | Shares Beneficially Owned | % of Class | Direct | Options (Ex. Price) | Warrants |
|---|---|---|---|---|---|
| Fred S. Zeidman | 5 | <1% | 3 | 1 ($28,000) ; 1 ($22,320) | — (none disclosed) |
Insider Trades and Section 16 Compliance
| Year | Filing | Status/Note |
|---|---|---|
| 2024 | Form 4 (director grant) | Not timely reported for Zeidman per Section 16(a) disclosure; company believes insiders otherwise complied |
Governance Assessment
-
Strengths:
- Independent director with extensive M&A/restructuring pedigree; chairs Nominating & Corporate Governance, enhancing board refresh and governance oversight .
- Expanding committee footprint (joining Audit and Compensation post-2025 AGM), increasing oversight breadth .
- Anti-hedging/pledging policies in place; board attendance ≥75% across directors signals engagement .
-
Alignment and Risk Indicators:
- Ownership alignment is limited (5 shares, <1%), which may weaken skin-in-the-game signaling at current levels, though equity awards have been constrained company-wide amid reverse splits and plan capacity limits .
- Section 16 late reporting in 2024 (administrative red flag) warrants monitoring of compliance processes .
- No related-party transactions involving Zeidman; independence affirmed under Nasdaq Rules .
-
Compensation Mix Signals:
- Director pay skewed to fixed cash (FY2024) with prior RSUs (FY2023) vesting time-based—no disclosed performance metrics for directors; policy rates suggest role-based fees (e.g., chair fees) consistent with governance responsibilities .
Overall, Zeidman brings high-value transaction and governance expertise; independence and committee leadership are positives. Limited ownership and a recent late Form 4 are modest red flags; expanding committee roles post-AGM should enhance board effectiveness and investor confidence if attendance and compliance remain strong .