John Klock
About John C. Klock
Dr. John C. Klock, 80, is a Class III director at QT Imaging Holdings, Inc. (QTIH) and has served on the board since 2024; he previously served as CEO of QT Imaging, Inc. from 2014 to 2024 and is a founder of QT Imaging (and predecessors) since 2011 . He is a physician and serial medtech/biotech entrepreneur who co‑founded BioMarin (President) and was Scientific Founder and VP of Research at Glycomed; he has personally brought multiple diagnostics and therapies to market, authored 100+ peer‑reviewed publications, and holds eight patents . The board has determined Dr. Klock is not independent under Nasdaq standards (independence exceptions reflect his founder/executive history and related‑party ties) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QT Imaging, Inc. | Chief Executive Officer | 2014–2024 | Led commercialization of QT Breast Acoustic CTTM Scanner platform |
| QT Imaging, Inc. and predecessors | Founder/Director | Since 2011 | Foundational scientific, regulatory, commercialization knowledge |
| BioMarin Pharmaceutical, Inc. | Co‑Founder & President | Not disclosed | Company successfully commercialized five FDA drugs |
| Glycomed, Inc. | Scientific Founder & VP Research | Not disclosed | Company later acquired by Ligand Pharmaceuticals |
| Various medical/diagnostic initiatives | Entrepreneur/Clinician | Not disclosed | Brought to market novel cancer treatment, first rapid AIDS test, metabolic disease diagnostics, pediatric genetic drugs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships are disclosed in this proxy for Dr. Klock . |
Board Governance
- Independence: Not independent (Nasdaq rules), alongside CEO Dr. Dinu and Chairman Dr. Katz; all other current directors are independent .
- Committees: No current committee assignments (Audit, Compensation, Nominating & Corporate Governance all staffed by independent directors) .
- Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in FY2024 (board held 6 meetings; Audit 4; Compensation 1; Nominating 1) .
- Board structure: Classified seven‑member board (Class III includes Drs. Katz, Dinu, and Klock); separate Chair and CEO per bylaws; regular executive sessions chaired by the independent Chair .
- Committee leadership and expertise context: Audit chaired by Ross Taylor (financial expert); Compensation chaired by James Greene; Nominating chaired by Professor Zeev Weiner .
Fixed Compensation
| Year | Role | Cash Fees ($) | Notes |
|---|---|---|---|
| 2024 | Director (Class III) | 24,226 | Standard director service fees; no additional chair/committee cash noted for Klock . |
Performance Compensation
| Grant Date | Instrument | Quantity | Exercise/Strike | Vesting | Grant‑Date Fair Value | 2024 Option Value Reported |
|---|---|---|---|---|---|---|
| 07/03/2024 | Stock Options | 40,000 | $0.748 per option | 1/3 vests 02/15/2025; remaining 2/3 vests quarterly over 2 years thereafter | $0.47 per option | $18,920 |
- Performance metrics: No director‑level performance metrics (e.g., TSR, EBITDA) are disclosed for director equity; director equity consists of time‑based stock options .
- 10b5‑1: Directors may utilize Rule 10b5‑1 plans; company policy permits such plans subject to insider trading policy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Dr. Klock in this proxy . |
| Interlocks/overlaps | None disclosed for Dr. Klock; note board‑level spousal relationship between Chair (Dr. Katz) and CEO (Dr. Dinu), which is separate from Klock . |
Expertise & Qualifications
- Medical and scientific leadership with commercialization track record (cancer therapy, rapid AIDS test, pediatric genetic drugs; 100+ publications; 8 patents) .
- Deep domain expertise in imaging and regulatory pathways; intimate knowledge of QT Imaging’s scientific basis, regulatory requirements, and go‑to‑market channels .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Components/Notes |
|---|---|---|---|
| John C. Klock (incl. trust) | 2,901,140 | 10.1% | Shares held by John C. Klock Jr. and Cynthia L. Klock Trust; includes 20,000 options exercisable within 60 days . |
- Section 16(a) compliance: All directors (including Klock) filed Form 4s for July 3, 2024 option grants 1–2 days late due to the July 4 holiday weekend, per company disclosure .
Related‑Party Transactions (Conflict Review)
| Type | Counterparty | Key Terms | Status/Timing |
|---|---|---|---|
| Convertible Promissory Note (“2022 Klock Note”) | Dr. John Klock | Principal $2,643,725; assumed by Company at Business Combination; security interests removed; maturity extended (most recently to Oct 21, 2027) . | Outstanding; maturity Oct 21, 2027 . |
| Working Capital Note | Dr. John Klock | Initiated May 3, 2023 at $250,000; amended repeatedly to $650,000 by Sept 30, 2023; amended Oct 26, 2023 to $705,000; interest‑free; assumed by Company; maturity extended to Oct 21, 2027 . | Outstanding; maturity Oct 21, 2027 . |
| Data Use & License Agreement | QT Imaging Center (Practice of Dr. Klock) | License to use de‑identified health information for R&D/analytics around QT Ultrasound Breast Scanner‑1 and related technologies (de‑identified per applicable law) . | Executed Apr 3, 2024 . |
| Services Agreement | QT Imaging Center (Practice of Dr. Klock) | $450/hour for services (min 15 hrs/week; max 60 hrs/month unless requested); quarterly reporting and payment; company deemed fair market value; agreement terminated upon Klock’s retirement at 12/31/2024 . | Effective Apr 1/5, 2024; terminated Dec 31, 2024 . |
| Space & Equipment Sublease | QT Imaging Center (Practice of Dr. Klock) | Sublease of space and equipment; parties determined fair market value; terminated due to retirement at 12/31/2024 . | Effective Apr 17, 2024; terminated Dec 31, 2024 . |
| Sublease Agreement (post‑retirement) | QT Imaging Center (Practice of Dr. Klock) | Monthly rent: $5,666.00 until May 31, 2025; $5,836.24 Jun 1, 2025–May 31, 2026; $6,011.33 Jun 1, 2026–May 31, 2027; one‑year term then month‑to‑month; auto‑expires with prime lease (Apr 2027) . | Executed Jan 23, 2025; active . |
- Governance controls: Related‑party transactions are reviewed/approved by the Audit Committee under a written policy; Audit Committee charter assigns oversight of conflicts and related‑party transactions (Item 404) .
Governance Assessment
-
Alignment signals: Very significant equity ownership (10.1%) aligns incentives with shareholders; includes options and trust holdings .
-
Independence and conflicts: Not independent; multiple related‑party arrangements (historical loans, data license, services, and real estate sublease) require ongoing Audit Committee scrutiny .
-
Committee insulation: Appropriately, he holds no committee seats; key committees are fully independent, with a designated financial expert on Audit .
-
Engagement: Met at least the 75% attendance threshold in FY2024, supporting baseline engagement standards .
-
Process robustness: Company maintains charters, Code of Conduct, insider trading policy, and related‑party policy; EGC status means no say‑on‑pay vote is required currently .
-
RED FLAGS:
- Founder/executive status and non‑independence while holding 10.1% stake—heightened conflict risk; mitigated in part by lack of committee roles and independent committee structures .
- Material insider financing (>$3.3M aggregate principal across notes) with extended maturities to 2027—continuing related‑party creditor relationship .
- Ongoing commercial arrangements with his medical practice (data license and sublease) require careful fair‑value and arm’s‑length documentation and periodic review .
- Minor Section 16(a) filing timeliness issue (holiday timing) noted by the company for all directors in 2024; low severity but relevant to compliance tone .
-
Mitigants:
- All three standing committees comprised of independent directors with clear charters and oversight of conflicts, compensation, and nominations; Audit Committee empowered to pre‑approve and review related‑party transactions .
- Separation of Chair and CEO roles with regular executive sessions supports board oversight effectiveness .
Overall: Dr. Klock brings deep technical and commercialization expertise and significant ownership alignment, but investors should monitor the breadth and economics of related‑party arrangements and the company’s enforcement of its related‑party transaction policy and independent committee oversight to safeguard board effectiveness and minority shareholder interests .