Donald Fell
About Donald G. Fell
Donald G. Fell is an independent director of Aspire Biopharma Holdings, Inc. (ASBP), serving since August 2023. He is Class II with a term expected to expire at the 2026 annual meeting; the company’s director table lists his age as 79. Fell is a long-tenured economics educator (Professor and Institute Director, Foundation for Teaching Economics; adjunct professor of economics at the University of Colorado Colorado Springs), with prior roles at the University of South Florida and visiting/adjunct appointments in France, Illinois State University, and The Ohio State University. He holds undergraduate and graduate degrees in economics from Indiana State University and completed all-but-dissertation in economics at Illinois State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aesther Healthcare Acquisition Corp. | Independent Director | 2021 – Feb 2023 (through business combination) | SPAC board experience through de-SPAC transition |
| University of South Florida | Executive MBA Faculty; Director, Executive & Professional Education; Senior Fellow, Public Policy Institute | 1995 – 2012 | Program leadership and policy institute roles |
| Foundation for Teaching Economics | Professor and Institute Director | Ongoing | Oversees graduate institutes on economic policy and environmental economics across 44 states, Canada, the Islands, Eastern Europe |
| Illinois State University; The Ohio State University; University of La Rochelle (France) | Visiting/Adjunct Professor of Economics | Various | Academic instruction and program delivery |
External Roles
| Company | Ticker | Role | Start | Notes |
|---|---|---|---|---|
| TRxADE HEALTH, INC | MEDS | Independent Director | Jan 2014 | Also Director of Trxade Nevada (Dec 2013) |
| Oceantech Acquisition I Corp. | OTEC | Independent Director | Mar 2023 | SPAC board |
| Kernel Group Holdings, Inc. | KRNL | Independent Director | Dec 2022 | SPAC board |
| Semper Paratus Acquisition Corp. | — (NASDAQ: LGST referenced) | Independent Director | Jun 2023 | SPAC board |
Board Governance
- Independence and classification: The board determined Donald G. Fell is independent under SEC and Nasdaq rules. He is a Class II director; Class II terms expected to expire at the 2026 annual meeting. Independent directors will hold regularly scheduled executive sessions .
- Committee assignments:
- Nominating & Corporate Governance Committee: Chair (members expected to include Gary Stein and Michael Howe; all independent) .
- Audit Committee: Member (chair is Gary E. Stein; all independent; Stein designated audit committee financial expert) .
- Compensation Committee: Member (chair is Michael Howe; all independent) .
- Board structure: The board has seven members and is classified into three classes (I, II, III) with staggered three-year terms .
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Annual retainer (cash) | $0 (non-employee directors received no cash compensation) |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 |
| Option awards | $0 (no option awards reported) |
| Other compensation | $0 |
Note: The director compensation table disclosed no cash or equity compensation to non-employee directors for FY 2024; the compensation committee charter authorizes reviewing non-employee director pay and use of independent advisers .
Performance Compensation
| Equity/Performance Element | Detail |
|---|---|
| RSUs/PSUs | Not disclosed for directors in FY 2024 |
| Stock options | None reported for FY 2024 |
| Performance metrics (TSR, revenue, EBITDA, ESG) | Not disclosed for director compensation |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Interlock with ASBP director Suren Ajjarapu | Ajjarapu is Chairman/CEO and director at TRxADE HEALTH, INC; Fell is an independent director at TRxADE. This creates a shared directorship network connection between two ASBP directors via TRxADE . |
| Multiple concurrent SPAC boards | Fell serves on OTEC, KRNL, and Semper Paratus SPAC boards concurrently, indicating significant external board commitments . |
Expertise & Qualifications
- Economics and education: Extensive academic leadership (FTE Institute Director; adjunct professor UCCS), with deep experience overseeing policy institutes and graduate programs in economics .
- Governance experience: Service across public company boards (operating and SPACs); independent status on ASBP board and key committees (audit, compensation, nom/gov) .
- Financial literacy: Audit committee member; committee financial expert designation rests with Gary Stein, while all members are financially literate per board determination .
- Education: Undergraduate and graduate degrees in economics (Indiana State University); ABD in economics (Illinois State University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date/Notes |
|---|---|---|---|
| Donald G. Fell | 55,000 | <1% | Beneficial ownership table; methodology per SEC rules; record date September 10, 2025 |
| Shares Outstanding | 49,525,970 | — | Shares outstanding as of September 10, 2025 |
No disclosure of vested vs. unvested share breakdown, options (exercisable/unexercisable), pledging, or ownership guideline compliance specific to Fell in the cited filings .
Governance Assessment
- Independence and committee leadership: Fell is an independent director and chairs the Nominating & Corporate Governance Committee, with additional roles on the Audit and Compensation Committees—positions that enhance board oversight and governance rigor .
- Ownership alignment: He beneficially owns 55,000 shares (<1%); ownership exists but is not a significant percentage of outstanding shares as of the record date .
- Compensation structure: Non-employee directors (including Fell) reported no cash or equity compensation for FY 2024; while charters empower the compensation committee to set director pay and retain independent advisors, the lack of disclosed compensation may reduce pay-based alignment relative to typical Nasdaq practices .
- Network interlocks: Shared directorship network with fellow ASBP director Suren Ajjarapu at TRxADE may present potential information-flow or influence considerations for investors to monitor, though no related-party transaction specific to Fell is disclosed in the cited sections .
- Workload/time commitment: Multiple concurrent SPAC directorships (OTEC, KRNL, Semper Paratus) imply a meaningful external commitment load; attendance data was not disclosed to assess engagement quantitatively .
- RED FLAGS to monitor:
- Interlock with Ajjarapu via TRxADE (monitor for potential conflicts and independence in decision-making) .
- Absence of disclosed director compensation for FY 2024 (monitor for future adoption of standard cash/equity retainers and stock ownership guidelines) .
- No specific attendance data or say-on-pay results disclosed in the cited documents – –.