Jon W. McGarity
About Jon W. McGarity
Independent director; age 82; current roles include President & CEO of EthiX Associates (founded 1996), COO of MiClimate, Inc. (since 2022), and Chief Business Officer of NeuroEM Therapeutics (since 2021) . Board service at KLTO includes committee leadership (Compensation Committee Chair) and membership on Audit and Nominating & Corporate Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline; Bristol Myers Squibb; Novartis (Sandoz) | Senior management roles | Prior | Launched 40+ products; executed BD deals (acquisitions, licensing, co-marketing, promotions) |
| EthiX Associates | President & CEO | Founded Feb 1996 – Present | Healthcare consultancy; commercial strategy |
| NeuroEM Therapeutics | Co-founder; Chief Business Officer | Since 2021 – Present | TEMT Alzheimer’s therapy development; business leadership |
| Arizona State University Biodesign Institute | Advisor | Current | Scientific advisory support |
| Arizona Biosciences Roadmap Committee | Original and current member | Ongoing | State biosciences strategic direction |
External Roles
| Organization | Role | Tenure | Governance/Impact |
|---|---|---|---|
| MiClimate, Inc. | Chief Operating Officer | Since 2022 – Present | Operations leadership for temperature regulation device |
| EthiX Associates | President & CEO | 1996 – Present | Industry consulting; commercial advice |
| NeuroEM Therapeutics | Chief Business Officer | 2021 – Present | Alzheimer’s therapeutic program leadership |
| ASU Biodesign Institute | Advisor | Current | Advisory role |
Board Governance
- Committee assignments: Audit (member), Compensation (Chair), Nominating & Corporate Governance (member) .
- Independence: KLTO discloses McGarity meets Nasdaq/SEC independence requirements for Audit and Compensation committees; also independent for Nominating & Corporate Governance .
- Governance policies: Code of Ethics in place ; indemnification protections per Amended Charter (Delaware law) ; Clawback policy filed as Exhibit 97.1 .
- Attendance, executive sessions, lead independent director: Not disclosed.
| Committee | Members | Chair | Independence Status |
|---|---|---|---|
| Audit | Samuel Zentman; Jon McGarity; Riad El‑Dada | Samuel Zentman | All members independent; Zentman is “financial expert” |
| Compensation | Jon McGarity; Samuel Zentman; Shalom Hirschman | Jon McGarity | All members independent |
| Nominating & Corporate Governance | Shalom Hirschman; Jon McGarity; Samuel Zentman | Shalom Hirschman | All members independent |
Fixed Compensation
| Year | Cash Retainer | Committee/Chair Fees | Meeting Fees | Total Cash |
|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 |
Note: Only one non‑employee director (Hirschman) is disclosed with $120,000 cash fees in 2024; McGarity shows $0 .
Performance Compensation
No performance‑based director metrics (e.g., TSR, revenue/EBITDA targets, ESG goals) disclosed for KLTO’s directors. Equity awards for directors are not detailed in the director compensation section; beneficial ownership indicates incentive options exist (see Equity Ownership) .
Other Directorships & Interlocks
- Current public company boards: Not disclosed for McGarity .
- Private/academic roles: EthiX (consulting), NeuroEM (CBO), MiClimate (COO), ASU Biodesign advisor .
- Interlocks/conflicts: No related‑party transactions disclosed involving McGarity; related‑party notes in 2023–2024 were to “members of management” without naming directors .
Expertise & Qualifications
- Big Pharma and biotech commercial leadership (launch of 40+ products; BD transactions) .
- Start‑up and advisory experience across therapeutics and device; regulatory, marketing, sales, and finance exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Derivative/Exercisable Within 60 Days | Notes |
|---|---|---|---|---|
| Jon W. McGarity | 76,636 | 0.3% | 30,000 incentive options | Based on 28,011,351 shares outstanding (3/26/2025) |
- Pledging/hedging: No pledges disclosed; company notes no arrangements likely to result in change in control; hedging not discussed .
- Ownership guidelines: Not disclosed.
Governance Assessment
- Strengths: Independent director with extensive commercial and BD experience; chairs Compensation Committee, indicating governance responsibility over pay policies; committee compositions meet Nasdaq independence standards .
- Alignment: Direct ownership is modest (0.3%); presence of 30,000 incentive options suggests some equity linkage, though grant terms (strike, vesting) are not disclosed .
- Signals/risks: No director cash fees in 2024 for McGarity despite committee chair role (unusual; may reflect early-stage resource constraints); absence of disclosed director performance metrics and ownership guidelines could limit pay‑for‑performance alignment; attendance data not provided; multiple external executive roles could present time‑commitment risks though no specific conflicts are disclosed .
Supporting governance infrastructure includes a Code of Ethics, indemnification provisions, and a filed clawback policy .
Appendix: Key Disclosures Referenced
- Director bio, age, and roles .
- Committee memberships and chairs; independence statements .
- Director compensation (cash fees) .
- Beneficial ownership table and option inclusion .
- Code of Ethics; indemnification; clawback policy .