Jeff LeBlanc
About Jeff LeBlanc
Jeff LeBlanc (age 52) served as an independent director of Cactus Acquisition Corp. 1 Limited from May 16, 2024 until his resignation on June 18, 2025, citing personal reasons with no disagreements with the company. He is the Chief Financial Officer of Klotho Therapeutics Holdings and has more than 15 years of experience in corporate finance, strategy, and operations. During his tenure, the Board determined he met independence standards under applicable SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cactus Acquisition Corp. 1 Limited (CCTSF) | Independent Director | May 16, 2024 – June 18, 2025 | Audit Committee member; Compensation Committee chair; participated (with Terry Alan Farris) in nominating activities in lieu of a standing nominating committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Klotho Therapeutics Holdings | Chief Financial Officer | Current as of FY2024 filing | Corporate finance and operations background (15+ years) |
Board Governance
- Independence: The Board determined LeBlanc is an independent director under applicable SEC rules. Independent directors hold regularly scheduled meetings without management present.
- Committee assignments:
- Audit Committee: Member (chair is Terry Alan Farris); committee complies with Exchange Act Section 3(a)(58)(A) and SEC requirements.
- Compensation Committee: Member and chair; committee charter covers CEO pay, officer incentives, equity plans, perquisites approvals, and director compensation recommendations.
- Nominating process: No standing nominating committee; independent directors (Farris and LeBlanc) recommend director nominees.
- Related-party oversight: Audit Committee pre-approves auditor services and reviews related-party transactions required under Item 404 before entry.
- Section 16 compliance: LeBlanc failed to timely file a Form 3 upon becoming a director on May 16, 2024; filed on May 22, 2024.
- Board turnover: LeBlanc resigned effective June 18, 2025 for personal reasons, with no disagreements on operations, policies, practices, accounting, disclosure, or internal controls.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | “None of our current officers or directors…have received any cash compensation…since inception to December 31, 2024.” |
| Committee membership fees | $0 | No director cash compensation disclosed for FY2024. |
| Meeting fees | $0 | No director cash compensation disclosed for FY2024. |
| Expense reimbursement | As incurred (documented out-of-pocket) | Reimbursement for bona fide out-of-pocket expenses related to business combination activities. |
Performance Compensation
| Element | Disclosure | Notes |
|---|---|---|
| RSUs / PSUs | Not disclosed | No equity award programs for directors disclosed; compensation committee oversees equity/incentive plans generally. |
| Options | Not disclosed | No director option awards disclosed in FY2024 filings. |
| Performance metrics tied to director pay | Not disclosed | Compensation committee charter addresses executive compensation processes; no director performance metrics disclosed. |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not disclosed for LeBlanc. |
| Compensation committee interlocks | Company disclosed no officer interlocks; no specific interlocks disclosed for LeBlanc. |
Expertise & Qualifications
- CFO of Klotho Therapeutics Holdings; 15+ years in corporate finance, strategy, and operations.
- Independent director; chaired Compensation Committee; served on Audit Committee.
- Audit Committee financial expert designation resides with Terry Alan Farris (not LeBlanc).
Equity Ownership
| Item | Amount / Status | Notes |
|---|---|---|
| Beneficial ownership (DEF 14A table) | Not listed (shown as “-”) | Directors shown with “-” in table; see footnotes for founder share assignments. |
| Founder shares assigned | 35,000 shares | Assigned by current sponsor to each independent director (and footnote specific to LeBlanc). |
| Additional founder shares acquired | 100,000 shares | Acquired from current sponsor (footnote specific to LeBlanc). |
| Vested vs. unvested | Not disclosed | Founder shares typically convert to Class A upon business combination; vesting terms not disclosed. |
| Ownership guidelines / pledging | Not disclosed | No stock ownership guidelines or pledging/hedging disclosures for directors. |
Governance Assessment
- Strengths
- Independent status and leadership on Compensation Committee; membership on Audit Committee with formal charters and independent-only sessions support board effectiveness.
- Audit Committee mandates pre-approval of auditor services and reviews related-party transactions, reinforcing oversight of conflicts.
- Risks / Red Flags
- Founder share holdings: LeBlanc was assigned and acquired founder shares (total referenced 135,000), which can create incentives favoring completion of a business combination; company broadly discloses directors/sponsors have interests (founder shares, private warrants, loans) that become valuable upon a combination.
- Section 16 compliance: Late Form 3 filing indicates a minor compliance lapse.
- Sponsor appointment and limited shareholder input: Directors appointed by sponsor for two-year terms; public shareholders lack voting rights on appointments during such term, potentially limiting accountability.
- Board turnover: LeBlanc’s mid-2025 resignation (personal reasons, no disagreements) reduces continuity during a critical SPAC extension and business combination phase.
- Contextual market risk: Securities delisted from Nasdaq and trading on OTC Pink may affect governance optics and investor confidence (liquidity, coverage).
Overall investor confidence signal: Independent committee leadership and formal charters are positives, but SPAC-specific incentives (founder shares), sponsor-driven board appointments, late Section 16 filing, and director turnover warrant close monitoring through the business combination process.