Andrew Kucharchuk
About Andrew Kucharchuk
Andrew “Al” Kucharchuk is Chief Financial Officer and Corporate Secretary of CERo Therapeutics Holdings, Inc., serving since October 2024; he was formally moved from a consulting role to a full-time employment agreement effective June 4, 2025 . He is 44 years old (as of May–June 2025 disclosures) and holds a B.A. in Business and an MBA in Finance from Tulane University . Prior experience includes public-company CFO roles at Chain Bridge I (since April 2024), Nukkleus Inc. (June 2024–March 2025), Theralink Technologies (May 2023–June 2024), Adhera Therapeutics (September 2022–August 2023), and multiple senior roles at OncBioMune Pharmaceuticals (2006–2020), plus board service at Theralink (2015–2024) .
No TSR, revenue, or EBITDA performance metrics specific to his tenure were disclosed in the filings reviewed .
Past Roles
| Organization | Role | Years | Strategic impact (as disclosed) |
|---|---|---|---|
| Nukkleus Inc. (NUKK) | Chief Financial Officer | Jun 2024 – Mar 2025 | Public-company finance leadership . |
| Theralink Technologies (THER) | Chief Financial Officer; Director | CFO: May 2023 – Jun 2024; Director: Sep 2015 – Jun 2024 | Finance and board oversight at oncology diagnostics company . |
| Adhera Therapeutics (ATRX) | Chief Financial Officer | Sep 2022 – Aug 2023 | Small-cap biotech finance leadership . |
| OncBioMune Pharmaceuticals | CEO/COO/CFO; Director | Exec: Nov 2006 – Jul 2020; Director: Jun 2020 – Sep 2023 | Senior operating and finance roles across growth and restructuring periods . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Chain Bridge I (CBRGU) | Chief Financial Officer | Since Apr 2024 | SPAC CFO; ongoing as of S-1 filing . |
Fixed Compensation
Current fixed pay terms per employment agreement (effective June 4, 2025):
- Base salary: $300,000 per annum .
- Healthcare premium contribution: up to $1,750 per month .
Historical compensation:
| Year | Base Salary ($) | All Other Comp ($) | Notes |
|---|---|---|---|
| 2024 | 63,000 | — | Included as NEO; first joined in Oct 2024 . |
Performance Compensation
Cash bonus opportunity (most recent):
| Year | Bonus Type | Target | Actual Paid | Notes |
|---|---|---|---|---|
| 2025 | One-time performance bonus | 30% of base salary | Not disclosed | Based on BOD-set objectives; payable if employed through payment date . |
Equity awards and vesting:
| Grant Date | Instrument | Shares/Options | Exercise Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Oct 1, 2024 | Stock options | 5,000 | $10.00 | Equal monthly installments over 12 months, subject to continued service | Sep 30, 2034 | Time-based; aligns with consulting-to-exec transition . |
| May 30, 2025 | Stock options | Up to 7,625 | — | Subject to vesting terms (not detailed in filing excerpt) | — | Granted upon entry into employment agreement . |
Performance metrics used in recent executive awards program:
- Following stock price decline, the Compensation Committee repriced awards and granted new awards (Oct 1, 2024), with a substantial portion containing performance-based vesting tied to FDA IND acceptance and obtaining financing .
Equity Ownership & Alignment
Beneficial ownership (latest disclosed):
| As-of Date | Beneficial Shares | % of Outstanding | Composition / Notes |
|---|---|---|---|
| Nov 12, 2025 | 2,792 | <1% | Consists of options exercisable within 60 days of the as-of date . |
Outstanding options (historical snapshot):
| As-of Date | Exercisable | Unexercisable | Exercise Price | Expiration | Source |
|---|---|---|---|---|---|
| Dec 31, 2024 | 1,250 | 3,750 | $10.00 | Sep 30, 2034 | DEF 14A “Outstanding Equity Awards” . |
Additional alignment and risk policies:
- Company adopted a Compensation Recovery (clawback) Policy compliant with Nasdaq rules; recovery of incentive comp tied to financial reporting metrics in event of restatement (three-year lookback) .
- Insider trading policy permits Rule 10b5-1 plans; no individual plan for Mr. Kucharchuk disclosed in filings reviewed .
- No pledging/hedging disclosures specific to Mr. Kucharchuk were found in the reviewed excerpts .
Employment Terms
| Agreement | Effective Date | Term | Base Salary | Bonus | Benefits | Equity | Termination / Severance |
|---|---|---|---|---|---|---|---|
| Employment Agreement | Jun 4, 2025 | At-will | $300,000/yr | One-time 30% of base, objectives set by BOD | Up to $1,750/month healthcare contribution | Equity awards under 2024 Plan; amounts/vesting per agreement | Company states NEOs generally have severance protections, but specific severance/CIC terms for Mr. Kucharchuk not enumerated in the excerpt reviewed . |
Prior arrangement:
- Consulting Agreement dated October 1, 2024: $15,000 retainer; $16,000 monthly fee (increased to $25,000/month in Feb 2025); options awarded vesting monthly over 12 months; terminable by either party with 30 days’ notice .
- Transitioned to full-time employment upon the May 30, 2025 agreement, effective June 4, 2025 .
Past Roles (Detail)
| Organization | Role | Years | Source |
|---|---|---|---|
| Chain Bridge I (CBRGU) | CFO | Since Apr 2024 | |
| Nukkleus Inc. (NUKK) | CFO | Jun 2024 – Mar 2025 | |
| Theralink Technologies (THER) | CFO; Director | CFO: May 2023 – Jun 2024; Director: Sep 2015 – Jun 2024 | |
| Adhera Therapeutics (ATRX) | CFO | Sep 2022 – Aug 2023 | |
| OncBioMune Pharmaceuticals | CEO/COO/CFO; Director | Exec: Nov 2006 – Jul 2020; Director: Jun 2020 – Sep 2023 |
External Roles (Detail)
| Organization | Role | Years | Source |
|---|---|---|---|
| Chain Bridge I (CBRGU) | CFO | Since Apr 2024 |
Compensation Structure Notes
- 2024 Summary Compensation (NEO): Salary $63,000; Option awards grant-date fair value $39,406; Total $102,406 .
- Equity plan share reserve expansions approved in 2025 to meet award needs (aggregate plan shares 2,280,180; ISO limit 2,279,446) .
- Company uses a mix of base salary, cash bonus, equity, benefits, and severance protections; external consultant engaged for program design .
- Perquisites: generally none beyond de minimis; standard 401(k) with 4% safe harbor match; standard health and welfare benefits .
Risk Indicators and Red Flags (from disclosures reviewed)
- Option repricing and new grants on Oct 1, 2024 due to stock price decline and retention concerns; some awards include performance-based vesting (IND acceptance, financing) .
- Company-level delisting notices and financing stress are disclosed in other filings, but no legal proceedings involving Mr. Kucharchuk individually were disclosed in excerpts reviewed .
Insider Filings and Trading Activity
- Beneficial ownership for Mr. Kucharchuk as of Nov 12, 2025: 2,792 shares beneficially owned (<1%) comprised of options exercisable within 60 days .
- We attempted to retrieve Forms 3/4/5 for more granular transaction history, but the specific Form 3/3A documents for CERO could not be read due to a database inconsistency; we will update if accessible .
Investment Implications
- Ownership/alignment: Beneficial ownership is de minimis (<1%), limiting direct equity alignment; however, options and recent grants create upside exposure tied to milestones .
- Vesting and potential selling pressure: The Oct 1, 2024 option grant vests monthly over 12 months, increasing exercisable shares gradually and potentially enabling periodic liquidity, subject to trading windows and policies .
- Incentive design: 2025 compensation includes a one-time cash bonus (30% of base) and option grants, with broader program emphasis on milestone-based vesting (IND acceptance, financing), which aligns management incentives with key de-risking events .
- Governance controls: A Nasdaq-compliant clawback policy mitigates restatement-related pay risk; limited perquisites and standard benefit design are shareholder-friendly .
- Program changes and retention: The 2024 option repricing and expanded equity pool underscore retention and financing challenges; investors should monitor future grants, performance conditions, and any adoption of Rule 10b5-1 plans .