Andrew Keller
About Andrew M. Keller
Andrew M. Keller (age 72) is an independent director of Sunshine Biopharma Inc. (SBFM) serving since February 10, 2022. A board-certified cardiologist (practice 1985–2019), he was Chief Medical Officer at Western Connecticut Medical Group (2016–2019) and an Associate Professor of Medicine at Columbia University (1985–2024). He earned a JD in 2024 (Summa Cum Laude, Quinnipiac University) and is admitted in Connecticut, Massachusetts, and the Federal District of Connecticut; MD (1979, The Ohio State University) and BA Physics (Magna Cum Laude, 1975, Ithaca College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Connecticut Medical Group | Chief Medical Officer | 2016–Nov 2019 | Senior clinical leadership; oversight across multispecialty group |
| Western Connecticut Medical Group | Cardiologist; Chief – Section of Cardiovascular Diseases | Employed since 1989; Chief from 2003 | Section leadership and clinical quality |
| Columbia University | Associate Professor of Medicine | 1985–2024 | Academic medicine and teaching |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private legal practice | Attorney (education law; families of disabled children) | 2024–present | Advocacy; admitted CT, MA, Fed. Dist. CT |
Board Governance
- Independence: The Board affirmatively determined Keller is independent under Nasdaq rules .
- Committees:
- Audit Committee member; committee comprises three independent directors; David Natan is Chair and audit committee financial expert .
- Compensation Committee member; chaired by Dr. Rabi Kiderchah .
- Nominating & Corporate Governance Committee Chair; members: Keller (Chair), Natan, Kiderchah .
- Board/Committee activity: In 2024, the Board met once and took action by unanimous consent 16 times; Audit, Compensation, and Nominating committees did not meet separately .
- Board leadership: CEO also serves as Chairman; no Lead Independent Director identified in the proxy .
- 2024 shareholder vote signal (broad support):
Item FOR WITHHELD Broker Non-Vote Election of Andrew Keller (Dec 10, 2024) 130,075,596 40,890 0
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash fees (Director) | $80,000 | 2024 director compensation; no stock or option awards |
| Stock awards | $0 | Not granted for directors in 2024 |
| Option awards | $0 | Not granted for directors in 2024 |
| Meeting/committee chair fees | Not separately disclosed | Director table lists only cash fees, with zero equity columns |
Performance Compensation
| Performance-Tied Element | Status | Metrics/Targets |
|---|---|---|
| Director performance-based pay | None disclosed | Company states it does not use equity compensation; pay-versus-performance discussion pertains to executives and notes no equity usage currently . |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Keller’s biography does not list other public company boards . |
Expertise & Qualifications
- Clinical and operational leadership across cardiology and multispecialty care; section chief and CMO experience .
- Legal training with active bar admissions; focus on complex advocacy for families with disabled children .
- Academic credentials and long-standing faculty appointment at Columbia University .
Equity Ownership
| Category | Keller |
|---|---|
| Total beneficial ownership (shares) | 0 |
| Ownership % of common shares outstanding | <1% (none held; table shows “*” less than 1%) |
| Vested/unvested RSUs | None disclosed; no grants under 2023 Plan as of 12/31/2024 |
| Options (exercisable/unexercisable) | None disclosed; director option awards $0 for 2024 |
| Shares pledged as collateral | None disclosed |
| Stock ownership guidelines | Not disclosed in proxy |
Governance Assessment
- Strengths
- Multiple committee assignments, including Chair of Nominating & Corporate Governance; independent status under Nasdaq rules .
- Strong shareholder support in 2024 election vote .
- Watch items / potential red flags
- No director equity or ownership (0 shares), implying limited “skin-in-the-game” alignment .
- Board met once, with committees not meeting separately in 2024—could signal low formal oversight cadence in a complex environment .
- CEO also serves as Chairman; absence of a disclosed Lead Independent Director concentrates leadership and may reduce independent oversight robustness .
- Conflicts/related-party exposure
- No Keller-specific related-party transactions disclosed. Company-level related-party events involved Series B Preferred issuances to CEO; none attributed to Keller .
Insider Trades
- We searched for Form 4 insider trading filings for SBFM in the available dataset and found none returned; the 2025 proxy’s beneficial ownership table shows Keller with 0 shares . If you want, we can run a dedicated insider-trades query to capture any recent Form 4 filings, but none were available in our document list search (attempted Form 4 retrieval returned no records).
Notes and References
- Committee charters referenced as available on company website; core governance policies disclosed (Code of Ethics, Insider Trading Policy) .
- Equity Incentive Plan: no grants made through 12/31/2024; share reserve expansion approved in 2025 .