Andrew Kucharchuk
About Andrew Kucharchuk
Independent director of Windtree Therapeutics (WINT), appointed August 3, 2025 and currently serving as Audit Committee Chair . Background spans CFO and CEO roles across public micro-cap and SPAC contexts; education includes LSU and an MBA from Tulane University’s Freeman School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adhera Therapeutics, Inc. | Chairman & CEO; later COO | Jul 2020–Sep 2022 (Chairman & CEO); Oct 2022–Oct 2023 (COO) | Led corporate oversight and operations; finance and governance responsibilities typical of CEO/COO roles |
| OncBioMune, Inc. (OBMP) | CEO; CFO | CEO Nov 2019–Jun 2020; CFO Nov 2006–Oct 2019 | Oversaw finance and strategic execution in micro-cap biotech |
| Theralink Technologies, Inc. | CFO; Acting CFO; Director | CFO May 2023–Jun 2024; Acting CFO Jun 2020–Dec 2021; Director since Jun 2020 | Financial leadership; ongoing board role at a public diagnostics firm |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Cero Therapeutics Holdings, Inc. | Chief Financial Officer | Oct 2024–present | Public-company CFO; relevant for audit oversight expertise |
| Chain Bridge I, Inc. | Chief Financial Officer | Apr 2024–present | SPAC CFO; capital markets and controls experience |
| Theralink Technologies, Inc. | Director | Jun 2020–present | Current public-company directorship |
Board Governance
- Appointment and independence: Appointed to WINT’s Board on Aug 3, 2025; Board determined he meets Nasdaq and Exchange Act independence standards .
- Committee assignments: Chairperson of the Audit Committee .
- Audit Committee remit (company standard): Oversees external auditor, financial reporting integrity, internal controls, compliance, related-party transactions; empowered to retain advisors .
- Lead Independent Director: Mark Strobeck, Ph.D. (established Aug 13, 2024) .
- Executive sessions: Independent directors meet without management .
- Committee composition changes: Leanne Kelly resigned (Audit Chair) on Jul 29, 2025; Kucharchuk appointed Audit Chair on Aug 3, 2025 .
Fixed Compensation
| Component | Detail |
|---|---|
| Board cash retainer | $10,000 per quarter for non-employee directors |
| Audit Committee Chair fee | $3,750 per quarter additional |
| Audit Committee member fee | $1,750 per quarter (members) |
| Compensation Committee Chair/member | $2,500/$1,250 per quarter |
| Governance Committee Chair/member | $1,875/$1,000 per quarter |
| Reimbursement | Business-related expenses reimbursed |
| Appointment grant | No special grant or amended arrangements at appointment; normal cash fees only |
Performance Compensation
| Element | Policy | Vesting/Terms |
|---|---|---|
| Initial director equity grant | Stock options | Vest in three equal annual installments starting on first anniversary |
| Annual director equity grant | Stock options | Vest in three equal annual installments starting on first anniversary |
No performance-conditioned metrics (e.g., TSR, EBITDA, ESG) disclosed for director compensation; grants are time-based options .
Other Directorships & Interlocks
| Company | Capacity | Potential Interlock/Conflict |
|---|---|---|
| Cero Therapeutics Holdings, Inc. | CFO | None disclosed; company stated no Item 404(a) related-party transactions for Kucharchuk |
| Chain Bridge I, Inc. | CFO | None disclosed |
| Theralink Technologies, Inc. | Director | None disclosed |
Expertise & Qualifications
- Finance and audit: Long-tenured CFO/CEO across public micro-cap and SPAC firms; relevant for audit committee leadership .
- Education: LSU undergraduate; MBA from Tulane University’s Freeman School of Business .
- Capital markets: Experience with SPAC and micro-cap financing structures; pertinent to WINT’s dilutive financing proposals .
Equity Ownership
- No beneficial ownership disclosure for Kucharchuk in WINT’s Aug 8, 2025 proxy (record date July 23, 2025), which lists directors and NEOs but does not include him (appointed after record date) .
- Company policy prohibits hedging or pledging of company stock by insiders .
Governance Assessment
-
Positives:
- Appointed as Audit Committee Chair with substantial CFO experience; independence affirmed by the Board .
- Strong audit committee mandate and independent board processes (lead independent director; executive sessions) .
-
Watch items and RED FLAGS (company-level context impacting oversight):
- Highly dilutive capital actions proposed/underway: large ELOC (up to $500MM) with potential ownership concentration, reverse split authorization, and major increases in authorized shares (to 1B) .
- Series E Preferred terms confer nomination rights for two board seats to the lead investor and may render WINT a “controlled company” upon full conversion; independence oversight will be critical .
- Nasdaq bid-price deficiencies and reliance on reverse splits—sustained listing risk requiring robust audit and disclosure controls .
No related-party transactions involving Kucharchuk are reported; his appointment carried normal director cash fees without special arrangements .
Implications for investors
- Audit leadership adds credibility to financial reporting during complex financings, but board independence could be challenged if Series E transactions close and investor nominees join; monitor committee composition and related-party safeguards .
- Dilution and “controlled company” risk heighten the importance of clawback and internal control rigor already in place (policy adopted Oct 2, 2023) .
