Areta Kupchyk

About Areta Kupchyk

Areta Kupchyk, age 67, has served as an independent director of Anebulo Pharmaceuticals since April 2021; she is an FDA lawyer by training with deep regulatory experience, currently Principal at Kupchyk Consulting LLC (founded July 2024), and previously co-chaired the FDA Law practice at Foley Hoag LLP (2015–2024) and served in senior counsel roles at the FDA (1993–2003). She holds a B.A. from University of Maryland Baltimore County and a J.D. with honors (Order of the Coif) from the University of Maryland School of Law .

Past Roles

External Roles

Board Governance

• Independence: Board determined Ms. Kupchyk is independent under Nasdaq standards; only Cunningham (CEO), English, and Calloway were deemed non-independent due to employment or ownership ties .
• Committee assignments (FY 2024 and current): Compensation Committee Chair; Nominating & Corporate Governance Committee member. Compensation Committee met five times; Nominating & Corporate Governance held no meetings and acted by written consent once .
• Board leadership and attendance: Independent Chair (Dr. Lawler) structure; the Board met four times in FY 2024, and each director attended at least 75% of Board and applicable committee meetings .
• Committee composition changes: In FY 2025, English no longer serves on Nominating & Corporate Governance; Lin currently serves on Compensation; Calloway no longer serves on Compensation .

Fixed Compensation

• Current policy retained in June 2024: Board kept legacy cash retainers ($1,000 director retainer; $10,000 for Board Chair; $10,000 for committee chairs) to preserve cash; did not implement higher cash/membership fees recommended by consultant .

Performance Compensation

Vesting structure and grants (policy changes in 2024):

• New director equity policy (adopted June 13, 2024): initial grant of 50,000 options on appointment, vesting monthly pro rata over 3 years; upon re-election, annual 25,000-option grant vesting on the earlier of one year or next annual meeting .
• Make-whole/pro-rata grants to address absence of 2023 equity awards: Board granted 25,000 options (make-whole for 2023) and 16,667 pro-rated 2024 options to continuing non-employee directors; Mr. Shah also received 25,000 options .
• Additional allocation due to below-peer compensation: options totaling 19,194 shares allocated across non-employee directors by board/committee roles; plus annual grant beginning at the April 2025 meeting of an aggregate 38,385 options allocated by board/committee positions (Ms. Kupchyk allocation: 2,647 shares from the 38,385 aggregate) .

Clawback & plan terms:

• All awards are subject to company clawback policies and plan-level clawback provisions; awards may be recovered in connection with accounting restatements (Dodd-Frank compliant clawback policy) .
• Incentive Plan general provisions include restrictions on transfer, board authority on vesting/adjustments, and standard tax/Section 409A compliance; no director-specific performance metrics are disclosed for equity grants (time-based vesting) .

Other Directorships & Interlocks

Expertise & Qualifications

• FDA regulatory expertise with prior senior counsel roles at FDA; extensive advisory experience to biotech, device, pharma, providers, researchers, and investors on FDA-related matters .
• Legal credentials: J.D. with honors; regulatory practice leadership; strong qualifications for oversight of clinical/regulatory strategy and compliance .

Equity Ownership

Additional details:

• Outstanding options as of June 30, 2024: 155,706 options (total outstanding), indicating additional unexercisable options beyond the 127,900 exercisable counted in beneficial ownership .
• Hedging/pledging: Company Insider Trading Policy prohibits short sales, options, hedging transactions, margin accounts, pledges, and speculative transactions by directors and related persons .

Governance Assessment

• Committee leadership and engagement: As Compensation Committee Chair, Kupchyk led a committee that met five times in FY 2024 and engaged a reputable independent consultant (Pearl Meyer) for market data and peer benchmarking; the Board adopted enhanced equity structures while preserving cash, balancing alignment and liquidity constraints .
• Independence and attendance: She is affirmatively independent, with Board meeting attendance at least 75%; the independent Chair structure supports objective oversight .
• Alignment: Equity incentives are primarily time-based options; beneficial ownership is modest (<1%), typical for small-cap biotech non-employee directors, with clear clawback protections and no hedging/pledging permitted .
• Potential conflicts/related parties: No related-party transactions implicate Kupchyk; however, ANEB’s capital structure and December 2024 financing resulted in a controlling shareholder (22NW/Aron English) once Proposal 6 removing lock-up restrictions is approved, creating “controlled company” status and potential governance-exemption risks (noted by the company). Compensation Committee independence and clear policies help mitigate, but voting control concentration is a red flag for minority investors .
• Signals to investors: Board initiated declassification to annual elections (accountability), and updated director equity compensation policy to address below-peer pay while preserving cash—positive governance signals. The controlled company dynamic post Proposal 6 warrants monitoring of board composition, committee independence, and any future reliance on governance exemptions .

Director Compensation (Detail for FY 2024)

Committee Assignments (FY 2024 and current)

Risk Indicators & Red Flags

• Controlled company risk: If Proposal 6 passes, 22NW/Aron English will have voting control (~51%), enabling potential exemptions from certain Nasdaq governance rules; heightened risk of conflicts and minority shareholder disenfranchisement .
• Related-party financing: Loan facility and private placement involved 22NW/JFL; Audit Committee policies for related-party transactions are in place; no involvement by Kupchyk disclosed .
• Option repricing: None in FY 2024—a positive governance note .
• Section 16 compliance: No delinquency disclosed for Kupchyk; noted joint late Form 4 for English/22NW in FY 2024 .

Compensation Structure Analysis (Directors)

• Year-over-year mix: 2022 included equity grants ($79k) with modest cash; 2023 showed only cash and no equity; 2024 reinstated equity via new policy and make-whole grants—shift back to equity alignment while preserving cash .
• Policy change: Adoption of standardized initial (50k) and annual (25k) option grants with concise vesting schedules indicates clearer, more consistent director equity framework .
• Consultant use: Pearl Meyer engaged; recommended higher cash retainers and committee member fees; Board opted to preserve cash and compensate through additional options—transparent rationale .

Equity Ownership & Alignment Details

Overall, Kupchyk’s independent status, FDA regulatory depth, and active Compensation Committee leadership are positives; equity grants reestablish alignment, while minimal cash retainers reflect cash conservation. The broader governance risk is the emergence of a controlling shareholder, warranting continued scrutiny of committee independence and board processes; no direct conflicts involving Kupchyk are disclosed .