Michael Burke
SCWorxAbout Michael Burke
Michael Burke (age 68) is an independent director of SCWorx Corp., appointed on October 31, 2024. He is a veteran healthcare finance executive and practicing CPA (through 2012) with prior CFO roles at major academic medical centers and health systems; he holds a BS in Accounting from St. John Fisher University. He currently serves as Audit Committee Chair and has been designated the Board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prisma Health | Executive Vice President & Chief Financial Officer | 2018–2022 | Large system finance leadership; disaster recovery, large financial system integration, M&A experience cited as board-relevant |
| NYU Langone Medical Center | Chief Financial Officer | Dec 2008–Jul 2018 | Led finance during major growth and systems integration |
| Tufts New England Medical Center | Chief Financial Officer | 2004–2008 | Finance leadership at academic medical center |
| Duke University Hospital | Chief Financial Officer | Not disclosed | Senior healthcare finance role |
| KPMG | Senior Manager | Not disclosed | Public accounting expertise |
| CPA (New York) | Practicing CPA | Through 2012 | Technical accounting and audit background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in SCWorx 2025 proxy | — | — | Proxy biography and director listings do not disclose other current public company directorships for Burke |
Board Governance
- Independence and role: The Board determined Burke is independent under SEC and Nasdaq rules; he is Audit Committee Chair and the Board’s designated audit committee financial expert.
- Committee assignments:
- Audit Committee (Chair; independent)
- Compensation Committee (Member; Chair is Kirchenbauer; all members independent)
- Nominating & Corporate Governance Committee (Member; Chair is Matozzo; all members independent)
- Attendance and engagement: In FY2024 the Board met 7 times with 4 consents; each director attended all Board and committee meetings during the period served. Committee meetings held: Audit (4), Compensation (1), Nominating & Governance (1).
- Board composition and leadership: Board of four (Kirchenbauer—Chair; Hannibal—CEO/Director; Matozzo—Director; Burke—Director). Chairman is independent (Kirchenbauer). No separate Lead Independent Director disclosed.
- Auditor oversight and change: After the SEC barred BF Borgers from practice in May 2024, the company terminated BF Borgers and appointed Astra Audit & Advisory, LLC; Burke co-signed the Audit Committee report recommending the 2024 audited financials be included in the Form 10-K.
- Hedging policy: The Board has not adopted policies restricting employee/director hedging; absence of anti-hedging policy is a governance risk flag.
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | $0 | $0 |
| 2023 | $0 | $0 | $0 | $0 | $0 | $0 |
- Notes: Burke was appointed a director on Oct 31, 2024; the company states no director compensation (cash or equity) was paid or accrued for 2024 or 2023, other than items noted for former directors. Directors are reimbursed for reasonable expenses.
Performance Compensation (Director)
| Component | Metric(s) | Target | Actual/Payout |
|---|---|---|---|
| Non‑equity bonus | None disclosed for directors | — | — |
| Equity tied to performance (PSUs/Options) | None disclosed for directors | — | — |
- Structure note: The proposed 2025 Equity Incentive Plan permits equity awards to employees, consultants, and Board members, with potential performance-based awards and recoupment language; if approved, it could change future director compensation mix.
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Conflicts |
|---|---|---|---|
| Not disclosed in proxy | — | — | None disclosed; no related-party transactions involving Burke identified in the proxy’s related-party section |
Expertise & Qualifications
- Financial expertise: Former CFO at large healthcare systems and academic medical centers; practicing CPA; designated audit committee financial expert.
- Transaction and systems: Experience in disaster recovery, large financial system integrations, and M&A across institutions.
- Governance: Chairs the Audit Committee; serves on Compensation and Nominating/Governance committees.
- Education: BS, Accounting, St. John Fisher University.
Equity Ownership
| As of Record Date | Common Shares Beneficially Owned | Options/Warrants | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Oct 10, 2025 | 0 (not reported/indicated as none) | 0 | 0 | <1% |
- Stock pledging/hedging: No director-specific pledging disclosed; company has not adopted an anti-hedging policy—lack of such policy is a red flag for alignment.
Governance Assessment
- Positives: Independent director with deep finance and audit credentials; Audit Committee Chair and designated financial expert; full attendance during service period; committees comprised entirely of independent directors; proactive auditor replacement following SEC action.
- Alignment concerns: No beneficial ownership reported and no director compensation (cash/equity) in 2024/2023 suggest limited personal economic alignment with shareholders; no anti-hedging policy.
- Dilution and capital structure context: Board is asking shareholders to approve multiple proposals enabling substantial equity issuance (warrants, convertible notes, authorized share increase to 150,000,000 common shares) which could materially dilute existing holders; as Audit Chair, Burke oversees risk reporting in a period of significant financing activity.
- Conflicts/related-party: Proxy discloses officer/shareholder advances but no related-party transactions involving Burke.
RED FLAGS
- No anti-hedging policy for employees/directors.
- Significant prospective dilution from warrant/note proposals and authorized share increase, heightening governance and capital allocation scrutiny.