Samuel Zentman
About Samuel Zentman
Samuel Zentman, PhD, is a non-employee independent director of Klotho Neurosciences (KLTO), age 78 as of March 26, 2025 . He holds a PhD in Complex Analysis (Wayne State University and University of Michigan) and is designated an “audit committee financial expert” under SEC rules and Nasdaq financial sophistication standards . His background spans academia (Mathematics professor, University of Detroit), computational systems leadership at American Motors, and senior operating and financial roles as CFO and CEO of Manhattan Textile Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Detroit | Mathematics Professor | Not disclosed | Academic leadership |
| American Motors Corporation | Systems Analyst; Manager, Engineering Computer Center; Director, Corporate Computer Center | Not disclosed | Led corporate computing functions |
| Manhattan Textile Corporation | CFO; CEO (privately held export firm) | Not disclosed | Financial and executive leadership |
| Neuromedical Systems Inc.; Amplification Technologies, Inc.; Power Safe Technology Corp; Hinson Hale Medical Technologies Inc. | Board Member (tech/medical start-ups) | Not disclosed | Early-stage governance experience |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Acorn Energy | Board Member | 15+ years | Chair of Audit; Member of Nominating and Compensation |
| Several national non-profits (unnamed) | Chairman of the Board | Not disclosed | Governance in education-focused organizations |
Board Governance
- Committee assignments at KLTO:
- Audit Committee: Chairperson (members: Zentman, Jon McGarity, Riad El-Dada); all independent and financially literate; Zentman qualifies as audit committee financial expert .
- Compensation Committee: Member (chair: Jon McGarity; members: Zentman, Shalom Hirschman); all independent .
- Nominating & Corporate Governance Committee: Member (chair: Shalom Hirschman; members: Zentman, Jon McGarity); all independent .
- Independence: KLTO discloses committee independence under Nasdaq and SEC rules, with Zentman meeting independence and financial sophistication criteria .
- Board attendance rate: Not disclosed in filings reviewed.
- Lead Independent Director and executive session practices: Not disclosed.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer / Fees earned | $0 | KLTO’s 10-K director compensation table shows “-” for Zentman in 2024 (only Hirschman received $120,000) . |
| Committee membership fees | Not disclosed | No separate committee fee disclosure for 2024 . |
| Committee chair fees | Not disclosed | No separate chair fee disclosure for 2024 . |
| Meeting fees | Not disclosed | Not detailed in filings . |
Performance Compensation
| Instrument / Metric | Grant Date | Quantity | Terms (Strike/Expiration/Vesting) | Performance Metrics |
|---|---|---|---|---|
| Incentive stock options | Not disclosed | 30,000 (included in beneficial ownership) | Not disclosed (strike, expiration, vesting not provided) | None disclosed (no TSR/EBITDA/ESG metrics disclosed for director awards) |
No PSUs/RSUs grants, vesting schedules, or performance metric links to director compensation were disclosed for Zentman in the filings reviewed .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Acorn Energy | Public (status not specified in KLTO filing) | Board Member; Audit Chair; Nominating & Compensation Member | No KLTO filing indicates transactional ties; no related-party exposure disclosed under Item 404 . |
| Various tech/medical startups (listed above) | Private | Director | Not disclosed; no related-party transactions flagged in KLTO Item 13 . |
Expertise & Qualifications
- Academic credentials: PhD in Complex Analysis; degrees from Wayne State and University of Michigan .
- Technical expertise: Corporate computing and systems leadership at American Motors; audit committee financial expert designation .
- Operating/finance: CFO and CEO experience (Manhattan Textile); extensive early-stage company governance .
- Committee competence: Chairs KLTO’s Audit Committee; serves on Compensation and Nominating/Corporate Governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components / Notes |
|---|---|---|---|
| Samuel Zentman | 612,946 | 2.2% | Includes 30,000 shares issuable upon exercise of incentive options . Denominator 28,011,351 shares as of March 26, 2025 . |
| Pledged shares | Not disclosed | — | Company states no arrangement, including any pledge, that may result in change in control, to its knowledge . |
| Ownership guidelines compliance | Not disclosed | — | No director ownership guideline disclosed. |
Governance Assessment
- Strengths:
- Independent director with audit committee financial expert status; chairs audit committee and participates in compensation and nom/gov committees—a strong indicator of governance depth .
- Meaningful direct equity stake (2.2%) aligning interests; includes options exposure, though terms not disclosed .
- Watch items:
- Absence of disclosed cash fees in 2024 (unique relative to Hirschman’s fees) could reflect atypical cadence of director compensation; clarity on ongoing director pay structure would aid pay-for-performance evaluation .
- Limited disclosure on director equity award terms (strike/expiration/vesting) and any performance conditions constrains assessment of incentive alignment .
- Conflicts/related party exposure:
- KLTO reports no Item 404 related-party transactions involving officers/directors; related party notes in 2023–2024 were to “members of management,” repaid by year-end 2024, with no director-specific linkage disclosed . The company also states, to its knowledge, no transactions requiring Item 404 disclosure .
- Legal/red flags:
- KLTO discloses no legal proceedings involving directors requiring Item 401(f) disclosure; no pledging identified that could impair alignment .
Overall signal: Zentman brings technical and finance depth and chairs Audit, with independence confirmed; ownership is aligned. Key disclosure gaps on director award terms and attendance remain, limiting a full pay-for-performance and engagement assessment .