Jed Latkin

About Jed Latkin

Jed Latkin, age 50, became President and Chief Executive Officer of Windtree Therapeutics effective December 1, 2024, after joining the Board on August 13, 2024 . He holds a B.A. from Rutgers University and an M.B.A. in Finance from Columbia Business School, with 28+ years in finance and biotech including roles at Citigroup, Morgan Stanley, Fleet Boston Robertson Stephens, and ING Investment Management . Under his tenure, Windtree’s EBITDA loss widened in FY 2024 versus FY 2023, and remained negative through Q2 2025 (see tables below; S&P Global data)*. Strategic commentary from the company emphasizes out‑licensing and strategic partnerships for the cardiovascular portfolio and pursuing financing avenues, consistent with his dealmaking background .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Additional terms: Upon Change of Control, annual bonus of at least target for fiscal years ending within 24 months post‑CoC if employed on fiscal year end .

Equity Ownership & Alignment

Employment Terms

Board Governance

• Board service: Director since August 13, 2024; continued as a director upon becoming CEO .
• Committee roles (as director before CEO appointment): Audit Committee Chair; member of Compensation Committee; Governance Committee membership noted for other directors .
• Dual‑role implications:
  • As of August 13, 2024, served on Audit and Compensation Committees as an independent director prior to CEO appointment; ceased participation in non‑employee director compensation upon becoming CEO .
  • Ongoing CEO + Director role concentrates influence; Chairman role remained with Craig Fraser through end of 2024, mitigating CEO/Chair duality concerns .

Director Compensation

Mr. Latkin participated in the Non‑Employee Director Compensation Policy from his appointment on August 13, 2024 until becoming CEO on December 1, 2024; amounts are reflected in his 2024 “All Other Compensation” .

WINT Performance Metrics (to link compensation and performance)

Notes:

• No bonuses were paid for 2023 or 2024, aligning cash incentives with performance outcomes during these periods .
• The proposed RSU award aims to shift compensation mix toward equity with time‑based vesting for retention .

Compensation Committee Analysis

• Composition change in 2024 to include Ms. Pelletier (Chair), Mr. Latkin, and Dr. Scott; Dr. Strobeck expected to replace Dr. Scott after the 2024 annual meeting .
• Use of independent consultant AON to advise on executive and director compensation; Compensation Committee determined AON to be independent .
• Plan governance features include no evergreen, minimum one‑year vesting (with limited exceptions), no repricing without stockholder approval, and dividends subject to vesting .

Risk Indicators & Red Flags

• Hedging and pledging of company stock prohibited for insiders (alignment positive) .
• Change‑of‑Control guarantees include a target‑level annual bonus for up to two fiscal years post‑CoC if employed at year‑end, and full equity acceleration—important dilution/overhang and payout considerations .
• Excise tax cutback (no gross‑ups), reducing shareholder‑unfriendly tax outcomes .
• Nasdaq listing deficiencies addressed via reverse splits and Special Meeting proposals; ongoing listing risk acknowledged by the company .

Say‑On‑Pay & Shareholder Feedback

• 2023 proxy included advisory say‑on‑pay; specific vote percentages not disclosed in the documents reviewed .

Investment Implications

• Alignment: Minimal reported personal share ownership as of July 23, 2025 and a large contingent RSU grant (500,000 shares) pending stockholder approval suggest alignment will depend on equity grant execution and vesting; hedging/pledging prohibitions and clawback strengthen alignment .
• Retention risk: Strong severance and CoC protections (1.5× base+target, full acceleration, guaranteed target bonus for 24 months post‑CoC if employed) materially reduce retention risk but increase potential payout obligations and dilution in a transaction scenario .
• Trading signals: Special Meeting proposals to increase authorized shares, approve preferred/warrant conversions, and expand the equity plan create significant potential dilution and supply, especially if RSUs and other securities are issued/convert—monitor vote outcomes and subsequent Form 4 activity .
• Performance linkage: No 2024 bonus was paid; proposed move from option grant to time‑vested RSUs lowers risk to the executive versus performance stock, emphasizing retention over strict pay‑for‑performance .

References:

• Employment & compensation terms, RSU grant, severance/CoC:
• Background, education, prior roles:
• Director service and committees:
• Director compensation policy:
• Beneficial ownership:
• Hedging/pledging prohibitions:
• Clawback policy:
• Special Meeting proposals (dilution risk):
• Nasdaq listing deficiency/reverse split:
• EBITDA tables: S&P Global values via GetFinancials*

Disclaimer: *Values retrieved from S&P Global.