Steven Zelenkofske
About Steven Zelenkofske
Dr. Steven Zelenkofske, D.O., age 66, has served on Cadrenal Therapeutics’ Board since January 2023 and is currently an independent director under Nasdaq and SEC rules, with deep clinical leadership across biotech and pharma; he holds BS and MS degrees from Emory and a Doctor of Osteopathic Medicine from the Philadelphia College of Osteopathic Medicine, and is board‑certified in internal medicine, cardiology and cardiac electrophysiology . He chairs Cadrenal’s Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Achillion Pharmaceuticals, Inc. | EVP & Chief Medical Officer | Aug 2018 – Apr 2020 | Led clinical strategy and development |
| uniQure N.V. | Chief Medical Officer | Jun 2017 – Aug 2018 | Gene therapy clinical leadership |
| AstraZeneca | VP & Therapeutic Head, Cardiovascular/Metabolism | Nov 2014 – Jun 2017 | Therapy area leadership |
| Regado Biosciences, Inc. | SVP Clinical & Medical Affairs; Chief Medical Officer | Jan 2009 – Nov 2014 | Clinical programs in cardiovascular |
| Sanofi, Boston Scientific, Novartis | Various leadership positions | N/A | Senior roles across pharma/device |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dinaqor AG | Director | Since May 2020 | Board member |
| SLZ Consulting, LLC | President | Current | Advisory/consulting leadership |
| Veralox Therapeutics, Inc. | Advisor; Chair, Scientific Advisory Board | Since Mar 2020 | External scientific oversight |
| SwanBio Therapeutics | Chief Medical Officer | Jun 2020 – Sep 2022 | Neurology/rare disease focus |
Board Governance
- Independence: Board determined Dr. Zelenkofske is independent under Nasdaq and SEC rules; no family relationships among directors/executives .
- Committee assignments (current):
- Compensation Committee: Chair
- Audit Committee: Member
- Nominating & Corporate Governance Committee: Member
- Attendance (FY 2023 and FY 2024): Each incumbent director attended at least 75% of Board and applicable committee meetings; Board held 5 meetings in both years; committees met as below .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings (count) | 5 | 5 |
| Audit Committee meetings (count) | 4 | 5 |
| Compensation Committee meetings (count) | 0 (acted by written consent) | 6 |
| Nominating & Corporate Governance meetings (count) | 3 | 3 |
| Attendance threshold (each incumbent director) | ≥75% | ≥75% |
| Annual stockholders’ meeting attendance | 3 directors (2023) | 2 directors (2024) |
Fixed Compensation
- Cash fees increased with committee chair responsibilities beginning in FY 2024; standard director retainer remained $35,000, with additional $10,000 for Compensation Committee Chair (Audit Chair increased to $25,000; Nom/Gov Chair $10,000—general schedule) .
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Director retainer (schedule) | — | $35,000 | $35,000 |
| Compensation Committee Chair fee (schedule) | — | — | $10,000 |
| Total cash fees (Zelenkofske) | — | $35,000 | $45,000 |
Performance Compensation
- Options are the primary equity for directors; fair value awarded increased in FY 2024; historical pre‑IPO stock grant and option grant details provided below .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock awards (fair value, $) | $100,000 | — | — |
| Option awards (fair value, $) | $18,750 | — | $63,303 |
| Options outstanding at year‑end (shares) | 50,000 | 50,000 | 10,000 |
Option grant detail (historical):
- 50,000 options granted July 11, 2022 at $0.64 per share; vest over 3 years, 33.33% on first anniversary, then 1/36 monthly; standard 3‑year vest schedule .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Notes |
|---|---|---|---|
| Dinaqor AG | Biotechnology | Director | External board seat; no related‑party transactions disclosed with CVKD |
| Veralox Therapeutics | Biotechnology | Advisor; Chair SAB | Advisory role; no related‑party transactions disclosed with CVKD |
| SLZ Consulting, LLC | Consulting | President | Private consulting; no related‑party transactions disclosed with CVKD |
Expertise & Qualifications
- Clinical and development expertise spanning cardiovascular/metabolic and gene therapy; leadership roles at Achillion, uniQure, AstraZeneca, Regado; prior positions at Sanofi, Boston Scientific, Novartis .
- Education and credentials: BS/MS (Emory); D.O. (Philadelphia College of Osteopathic Medicine); board‑certified in internal medicine, cardiology, and cardiac electrophysiology .
Equity Ownership
- Beneficial ownership has remained below 1%; options comprise a significant portion of holdings; changes in share counts reflect capital structure shifts and option activity .
| Metric | 2023 (as of Aug 25) | 2024 (as of Jun 6) | 2025 (as of Jul 28) |
|---|---|---|---|
| Shares beneficially owned (shares) | 59,445 | 131,668 | 12,584 |
| % of shares outstanding | <1% | <1% | <1% |
| Options exercisable within 60 days (shares) | — | — | 9,917 |
| Common shares (component detail) | — | — | 2,667 |
No family relationships disclosed; Audit Committee oversees and approves related‑party transactions, and none are flagged involving Dr. Zelenkofske. A historical issuance of 40,000 shares to Dr. Zelenkofske occurred on Aug 18, 2022 (pre‑IPO director grant) .
Governance Assessment
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Strengths
- Independent director with deep clinical development and cardiovascular domain expertise; serves as Compensation Chair and member of Audit and Nominating, supporting board effectiveness and checks‑and‑balances .
- Attendance compliance: met ≥75% threshold for Board and committee meetings in FY 2023 and FY 2024; active Compensation Committee cadence in 2024 (6 meetings) indicates engagement in pay oversight .
- Formal charters and independence affirmed for all committees on which he serves, including oversight of related‑party transactions and auditor independence .
-
Alignment considerations
- Ownership is minimal (<1%) and primarily option‑based; relative to CEO’s large holdings (e.g., 39.20% at Jun 6, 2024 and 20.58% at Jul 28, 2025), Dr. Zelenkofske’s economic alignment is limited—typical for small‑cap biopharma independent directors but worth monitoring for long‑term incentive balance .
-
RED FLAGS and watch items
- Low absolute share ownership by the director (<1%) may dilute pay‑for‑performance alignment; monitor annual equity grant design, vesting, and any modifications/repricings (none disclosed) .
- Ensure continued independence given external advisory/board roles; no related‑party transactions disclosed involving Dr. Zelenkofske, and Audit Committee reviews such transactions per charter .