Mark Strobeck
About Mark Strobeck
Mark Strobeck, Ph.D., is an independent director and Windtree’s Lead Independent Director (appointed August 13, 2024). He joined the Board in 2023, is age 53, and brings CEO-level operating experience and capital markets expertise; he serves as President & CEO and a director of Rockwell Medical, Inc. (RMTI) . He is designated an “independent” director and the Board confirms the independence of non‑employee directors under Nasdaq rules .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Rockwell Medical, Inc. | President & CEO; Director | Since July 2022 | Public company leadership and capital allocation |
| Aquilo Partners, LP | Managing Director (life sciences investment bank) | May 2021 – June 2022 | Financing/transaction expertise |
| Assertio Holdings, Inc. | EVP & COO | May 2020 – Dec 2020 | Operating integration (post-merger) |
| Zyla Life Sciences | EVP & COO | Sept 2015 – May 2020 | Commercial/ops leadership through sale to Assertio |
| Zyla Life Sciences | Chief Business Officer | Jan 2014 – Sept 2015 | BD/licensing |
| Corridor Pharmaceuticals, Inc. | President & CEO; Director | Jan 2012 – Dec 2013 | Led company to sale to AstraZeneca (2014) |
| Topaz Pharmaceuticals Inc. | Chief Business Officer | Dec 2010 – Oct 2011 | Pre‑sale role (acquired by Sanofi Pasteur) |
| Trevena, Inc. | Chief Business Officer | Jan 2008 – May 2010 | Early-stage BD/strategy |
| GSK; SR One; EuclidSR | Various management/VC roles | Prior to 2008 | Portfolio/industry depth |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rockwell Medical, Inc. (RMTI) | Director; President & CEO | Since July 2022 | Public company directorship and CEO role |
| Horse Power For Life (non-profit) | Director | Since 2012 | Community/non-profit governance |
Board Governance
- Current roles at WINT: Lead Independent Director (appointed Aug 13, 2024); Chair, Nominating & Corporate Governance Committee; Member, Audit Committee; Member, Compensation Committee .
- Lead Independent Director responsibilities include: liaison between CEO and non‑employee directors; presiding at meetings without the Chair; moderating executive sessions; can call meetings of non‑employee directors .
- Independence and board structure: Board affirms independence of non‑employee directors under Nasdaq rules; independent directors meet without management .
- Attendance and engagement: In 2023, each director attended ≥75% of Board and committee meetings (Board=10; Audit=4; Compensation=2; Governance=1) .
Fixed Compensation
Policy (cash retainers and equity):
| Component | Policy Details | Vesting/Terms |
|---|---|---|
| Board member cash retainer | $10,000 per quarter | Paid quarterly |
| Board Chair additional retainer | $6,250 per quarter | Paid quarterly |
| Lead Independent Director additional retainer | $875 per quarter | Paid quarterly |
| Audit Chair / Member | $3,750 / $1,750 per quarter | Paid quarterly |
| Compensation Chair / Member | $2,500 / $1,250 per quarter | Paid quarterly |
| Governance Chair / Member | $1,875 / $1,000 per quarter | Paid quarterly |
| Initial equity grant | Option to purchase 169 shares at FMV | Vests in 3 equal annual installments |
| Annual equity grant | 113 RSUs | Vests on earlier of 1-year anniversary or next annual meeting |
Actual director compensation (recent):
| Year | Cash Fees | Stock Awards (RSUs, grant-date FV) | Option Awards (grant-date FV) | Total |
|---|---|---|---|---|
| 2024 (Strobeck) | $56,215 | — (see footnote) | — (see footnote) | $56,215 |
| 2023 (Strobeck) | $26,000 | $2,783 | $3,557 | $32,340 |
- As of December 31, 2024, Strobeck held RSUs for 2 shares and options for 4 shares (reverse-split adjusted) .
Performance Compensation
- No performance-linked director compensation disclosed; director equity is time-based (options vest over 3 years; RSUs vest over ~1 year) .
- Equity awards under the company’s plan are subject to the company’s clawback policy; equity plan documentation provides that awards are subject to recoupment per policy .
| Performance Metric | Weighting | Target | Outcome | Payout |
|---|---|---|---|---|
| Not applicable – directors | — | — | — | — |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Notes |
|---|---|---|---|
| Rockwell Medical, Inc. | Director; President & CEO | Not specified | External public CEO directorship may raise time‑commitment considerations; to monitor |
- No related‑party transactions involving Strobeck were disclosed in the company’s related‑party section (transactions disclosed relate to other investors/affiliates) .
Expertise & Qualifications
- Deep biopharma operating background (CEO, COO, CBO roles); BD and capital markets expertise (Aquilo; SR One; EuclidSR); Ph.D. in Pharmacology & Biophysics (University of Cincinnati); post‑doctoral fellowship in Cardiovascular Gene Regulation (University of Pennsylvania) .
- Audit committee financial expert designation (with Jed Latkin) .
Equity Ownership
| As-of Date | Common Shares | Options Exercisable ≤60 days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| July 23, 2025 | 2 | 4 | 6 | <1% |
| Aug 5, 2024 | — | — | — | — |
- Hedging and pledging: Company policy prohibits hedging and pledging company stock by directors, officers, and employees .
Governance Assessment
-
Strengths
- Lead Independent Director with clear authority to run executive sessions and act as liaison, enhancing independent oversight .
- Independent status; committee leadership (Governance Chair) and service on Audit and Compensation promotes broad oversight; designated audit committee financial expert .
- Strong attendance culture (≥75% Board/committee attendance in 2023) and independent director executive sessions .
- Hedging/pledging prohibitions align director/shareholder interests .
-
Alignment & Incentives
- Director pay structure mixes cash retainers with time‑based equity (initial option; annual RSUs), aligning with long‑term value creation while avoiding short‑term performance gaming .
- Awards under plan subject to clawback policy per equity plan provisions .
-
RED FLAGS / Watch items
- Overboarding/time‑commitment risk: Strobeck concurrently serves as CEO and director of Rockwell Medical while acting as Windtree’s Lead Independent Director and serving on two key committees; monitor workload and effectiveness during periods of high corporate activity .
- Minimal personal share ownership (6 shares as of July 23, 2025; <1%) reduces direct “skin-in-the-game”; however, hedging/pledging is prohibited and director equity is granted annually .
-
Related Parties / Conflicts
- No related‑party transactions disclosed involving Strobeck; no interlocks with Windtree’s disclosed counterparties .
-
Committee Composition & Process
- Compensation Committee chaired by an independent director (Pelletier), with independent members; Strobeck serves as member (post‑meeting transitions detailed) .
- Governance Committee chaired by Strobeck since August 13, 2024, with remit over director selection and board effectiveness .
-
Shareholder Engagement & Say‑on‑Pay
- Board describes ongoing shareholder communications; 2024 included a say‑on‑pay proposal (advisory) though results not provided in the proxy .
Overall, Strobeck’s governance profile reflects strong independence, committee breadth (including audit expertise), and leadership as LID during a period of significant corporate financing activity. Key monitoring items are time‑commitment given his external public CEO role and relatively low direct share ownership.
