Shalom Z. Hirschman
About Shalom Z. Hirschman
Independent director at Klotho Neurosciences, age 88. Academic physician-scientist with leadership at NIH and Mount Sinai; later biotech CEO and senior academic roles at Touro College/University System. Currently serves on KLTO’s board, which is a single class of directors elected annually until the next stockholder meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mount Sinai School of Medicine & Hospital | Director, Division of Infectious Diseases; Professor of Medicine; Vice-Chair, Department of Medicine | c. three decades | Discovery of HBV DNA polymerase, HBV replication, characterized viral DNA; first description of AIDS as an immunologic disease |
| National Institutes of Health (NIH) | Molecular biology/virology researcher | Not disclosed | Foundational research experience |
| Advanced Viral Research Corp. | CEO, President, Chief Scientific Officer | Not disclosed | Built FDA-approved manufacturing facility; advanced peptide drug into IND clinical trials |
| Touro College / Touro University System | Senior VP roles; Co-founder; Board member | Board service > three decades | Negotiated purchase of New York Medical College for Touro |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Sunrise Securities Corporation | Consultant | Past 5 years | Also consulted to educational institutions, biotech companies and investment funds |
Board Governance
- Committee assignments: Member, Compensation Committee; Member and Chair, Nominating & Corporate Governance Committee .
- Chair roles: Chair of the Nominating & Corporate Governance Committee .
- Independence: Compensation Committee and Nominating & Corporate Governance Committee members, including Dr. Hirschman, satisfy Nasdaq/SEC independence requirements .
- Director terms: Single class of directors; each serves until the next annual meeting or until a successor is elected .
- Governance policies: Code of Ethics adopted for all directors/officers/employees ; Insider Trading Policy on file ; Clawback policy on file ; Indemnification and D&O insurance authorized by charter .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Fees earned/paid in cash to Shalom Z. Hirschman |
No meeting fees, committee chair fees, or equity grants are disclosed for Dr. Hirschman in the 2024 director compensation table .
Performance Compensation
| Performance metric tied to director pay | Status | Notes |
|---|---|---|
| Any performance-based metrics (TSR, revenue, ESG) | Not disclosed | No performance-linked director compensation metrics disclosed for Dr. Hirschman in 2024 |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Advanced Viral Research Corp. | Biotech (prior) | CEO/President/Chief Scientific Officer (prior) | Historical operating role; no current public board disclosed |
| Touro College / Touro University System | Higher education | Senior VP; Co-founder; long-time Board member (prior) | Educational governance; no vendor/customer interlocks disclosed with KLTO |
No current public company directorships are disclosed for Dr. Hirschman .
Expertise & Qualifications
- Clinical/scientific credentials: NIH researcher; Director of Infectious Diseases at Mount Sinai; extensive published contributions including HBV DNA polymerase discovery and AIDS immunologic characterization .
- Biotech operating experience: Led AVRC as CEO/President, built FDA-compliant manufacturing, advanced IND trials .
- Academic governance: Co-founder and long-serving board member at Touro, with senior administrative leadership and major acquisition execution (NYMC) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Shalom Z. Hirschman | 488,724 | 1.7% | As of March 26, 2025; footnotes do not indicate options for Dr. Hirschman, unlike other directors |
| All directors and executive officers (7 individuals) | 7,684,182 | 26.7% | Concentration among insiders |
| Pledging status | Not disclosed/none indicated | — | Company notes no arrangements including pledges that may result in change in control |
Governance Assessment
- Board effectiveness: Dr. Hirschman brings deep scientific and clinical expertise and chairs Nominating & Corporate Governance, supporting board refreshment and policy oversight .
- Independence and alignment: Independent status on key committees and meaningful equity stake (1.7%) support shareholder alignment .
- Compensation structure: Cash-only director pay disclosed for 2024; absence of equity grants to Dr. Hirschman reduces long-term alignment relative to equity-heavy structures common in biotech boards .
- Controls and oversight risk indicators:
- Material weakness in internal controls and ineffective disclosure controls reported by management, increasing oversight demands on Audit and Governance committees .
- Going-concern uncertainty and low cash ($63,741 at year-end 2024) heighten capital-raising and strategic risk, requiring active board engagement .
- Nasdaq listing deficiencies noted in 2024–2025 (market value and bid-price notices), with reverse split authority sought; board compliance plans will be a focal area for governance .
- Related-party/Conflict review: Company disclosed several related-party notes to management; no specific related-party transactions involving Dr. Hirschman were disclosed . His consulting to Sunrise Securities should be monitored for any potential engagements with KLTO to avoid conflicts .
- Shareholder rights and policies: Code of Ethics, Insider Trading Policy, and Clawback Policy are in place; as an emerging growth company, KLTO is exempt from say-on-pay and certain compensation disclosures, limiting shareholder feedback channels on pay practices .
RED FLAGS
- Material weaknesses in ICFR and ineffective disclosure controls .
- Going-concern doubt and minimal cash balance at FY2024 end .
- Nasdaq compliance issues (market value and bid price), reverse split authorization .
- High insider/5% holder concentration (62.7% combined), potential governance entrenchment risk .