Michael Klein
About Michael Klein
Michael Klein (age 60) has served on Oklo’s Board since February 2021; he was Chairman from February 2021 to May 2024 and briefly served as CEO and President from February to July 2021, bringing over three decades of investment banking and strategic advisory experience, including senior leadership at Citigroup and founding M. Klein and Company in 2012 . He holds a B.S. in Economics (finance and accounting concentrations) from The Wharton School, University of Pennsylvania . The Board has determined he is an independent director under NYSE and SEC rules . He is currently a Class I nominee up for re‑election at the 2025 Annual Meeting to serve through the 2028 Annual Meeting if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oklo Inc. | Director; former Chairman; former CEO/President | Director since Feb 2021; Chairman Feb 2021–May 2024; CEO/President Feb 2021–Jul 2021 | Led Board as Chair during de‑SPAC transition period |
| Churchill Capital Corp IX | CEO & Chairman (blank check company) | Current | SPAC sponsorship/transaction leadership |
| Churchill Capital Corp VII | CEO/President/Chairman (blank check company) | Prior to 2025 (historic) | SPAC leadership |
| Churchill Capital Corp (merged with Clarivate Analytics) | Co‑founder & Chairman | 2018–May 2019 merger | SPAC that combined with Clarivate |
| Clarivate Plc | Director | May 2019–Oct 2020 | Public board experience |
| Churchill Capital Corp II (merged with Skillsoft) | Founder/CEO/President/Chairman | 2019–Jun 2021 merger | SPAC; post‑merger he serves on Skillsoft board |
| Churchill Capital Corp III (merged with MultiPlan → Claritev Corporation) | Founder/CEO/President/Chairman | 2019–Oct 2020 merger; currently on Claritev board | Public board of Claritev Corporation |
| Churchill Capital Corp IV (merged with Lucid Group) | Founder/CEO/President/Chairman | 2020–Jul 2021 merger | SPAC transaction with Lucid |
| M. Klein and Company, LLC | Founder & Managing Partner | Since 2012 | Strategic advisory to companies/boards/governments |
| Citigroup/Salomon Smith Barney | Various senior roles incl. Chairman & Co‑CEO of Citi Markets and Banking | ~30‑year career prior to 2012 | Global corporate & investment banking leadership |
External Roles
| Company/Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Skillsoft Corp. | Director | Public | Joined board following Churchill II–Skillsoft merger (Jun 2021); currently serves |
| Claritev Corporation (formerly MultiPlan via Churchill III) | Director | Public | Currently serves; Churchill III merged with MultiPlan (Oct 2020), renamed Claritev (Feb 2025) |
| Churchill Capital Corp IX | CEO & Chairman | Public (SPAC) | Current blank check company sponsored by M. Klein affiliates |
| M. Klein and Company, LLC | Founder & Managing Partner | Private | Global strategic advisory firm (founded 2012) |
Board Governance
- Independence: The Board determined Michael Klein is an “independent director” under NYSE and Exchange Act rules .
- Committees: Chairperson, Nominating & Corporate Governance Committee (NCG) .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings (companywide disclosure) .
- Executive sessions: Independent directors meet in executive session on a regularly scheduled basis .
- Lead independent director: None; CEO currently serves as Chair of the Board; five of seven directors are independent .
- Committee activity levels (context): Audit Committee met 5x; Compensation Committee met 3x; NCG Committee did not meet in 2024 .
- Director nomination process: The NCG evaluates independence and potential conflicts; Klein (Class I nominee) was recommended by management .
Fixed Compensation
2024 Director Compensation (Actual)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael Klein | $0 | $0 | $0 |
Klein waived all compensation and benefits under the Non‑Employee Director Compensation Program upon its adoption .
Director Compensation Program (Entitlements for Eligible Non‑Employee Directors)
| Component | Amount |
|---|---|
| Annual Board Retainer (cash) | $70,000 |
| Audit Chair Retainer (cash) | $20,000 |
| Compensation Chair Retainer (cash) | $15,000 |
| NCG Chair Retainer (cash) | $15,000 |
| One‑time 2024 RSU Award (for eligible directors as of May 9, 2024) | $150,000 value; vests in full one year from May 9, 2024 |
| Annual RSU Grant (starting 2025) | ~$125,000 value; vests in full one year from grant |
Performance Compensation
| Element | Structure | Performance Metrics | Klein 2024 Application |
|---|---|---|---|
| RSUs (2024 one‑time awards for eligible directors) | Time‑vest, full vest at 1‑year; change‑in‑control vesting if not continuing on new board | None (time‑based; no EPS/TSR metrics) | Not granted due to his waiver of compensation |
| Annual RSUs (from 2025) | Time‑vest, full vest at 1‑year; CIC vesting if not continuing | None (time‑based) | Not applicable to 2024 |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Skillsoft Corp. | Director | External public board; provides network reach but no Oklo transaction disclosed . |
| Claritev Corporation | Director | External public board (MultiPlan successor); no Oklo transaction disclosed . |
| Churchill Capital Corp IX | CEO & Chairman | Active SPAC sponsor; vigilance for transaction conflicts mitigated by Related Person Transaction Policy . |
Expertise & Qualifications
- Strategic advisory/M&A: ~30 years including senior leadership at Citigroup; founder of M. Klein and Company (2012) .
- Capital markets/SPAC execution: Founder/leader across multiple Churchill SPACs with public company combination experience (Clarivate, Skillsoft, MultiPlan/Claritev, Lucid) .
- Education: B.S. Economics (finance/accounting), The Wharton School, University of Pennsylvania .
Equity Ownership
| Holder/Instrument | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Michael Klein (aggregate) | 500,000 | <1% | Includes shares held via controlled entities below . |
| M. Klein Associates, Inc. | 212,920 | — | Controlled by Klein . |
| Allies Capital Corp. | 287,100 | — | Wholly owned by Klein . |
| Unvested Director RSUs (12/31/2024) | 0 | — | Waived program; no RSUs outstanding . |
Policy notes:
- Insider Trading/Anti‑Hedging: Directors and entities they control are prohibited from hedging transactions in Oklo securities (e.g., collars, swaps, prepaid forwards) .
- Section 16(a) compliance: Company reports all required insider filings were compliant for 2024, to its knowledge .
Governance Assessment
Strengths and positive signals:
- Independence affirmed by Board; extensive finance/M&A and public board experience enhances oversight of strategy and capital allocation .
- Compensation waiver aligns with shareholder interests (no 2024 cash or equity take) .
- Anti‑hedging policy supports alignment; directors held to at least 75% attendance in 2024 .
Areas to monitor and potential risks:
- Nominating & Corporate Governance Committee, chaired by Klein, did not meet in 2024—while Oklo completed its de‑SPAC mid‑year, sustained committee inactivity can be a governance process risk if it persists into 2025+ .
- Independence optics: Klein previously served as Oklo Chair and briefly as CEO/President in 2021; although the Board deems him independent, prior executive service can raise perception questions for some investors .
- Related‑party/conflict oversight: Klein controls entities holding Oklo shares (M. Klein Associates, Allies Capital); Oklo’s Related Person Transaction Policy mandates Audit Committee review/approval of transactions over $120,000 involving insiders—no specific related‑party transactions are disclosed in the policy section provided .
Process/controls:
- Compensation Committee uses independent consultant (CBIZ) and found no conflicts, supporting compensation governance rigor .
- Audit Committee active (5 meetings) and includes an “audit committee financial expert,” buttressing financial reporting oversight .
Term and election:
- Class I director nominee for 2025 Annual Meeting; if elected, term through the 2028 Annual Meeting .