Cynthia Hundorfean
AWHAbout Cynthia Hundorfean
Cynthia Hundorfean (age 67) was nominated to the Aspira Women’s Health (AWH) Board in April 2025 and was affirmatively determined to be independent under Nasdaq Listing Rule 5605(a)(2) . She is a senior partner at The CEO Advisory Network, previously Chief Living Health Development Officer at Highmark Health, President & CEO of Allegheny Health Network (a 14-hospital system), and Chief Administrative Officer at Cleveland Clinic; she holds an Executive MBA from Case Western Reserve University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Highmark Health | Chief Living Health Development Officer | Not disclosed | Not disclosed |
| Allegheny Health Network | President & Chief Executive Officer | Not disclosed | Led 14-hospital system (scope disclosed) |
| Cleveland Clinic | Chief Administrative Officer | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| The CEO Advisory Network | Senior Partner | Private (advisory network) | Advisory leadership |
| Bender Leadership Academy | Board Member | Non-profit (not specified as public) | Board service |
| Avant‑gard Health | Board Advisor | Private (not specified as public) | Advisory role |
| Kaliber AI | Board Advisor | Private (AI) | Advisory role |
| Leadline, Inc. | Board Advisor | Private | Advisory role |
| Heuro Health | Board Advisor | Private (health) | Advisory role |
Board Governance
- Independence: The Board affirmatively determined Hundorfean is an independent director under Nasdaq rules .
- Board tenure: Director since April 2025 .
- Committee assignments: Not specified for 2025 nominees; prior-year committees (2024) were Audit (Herchuk, Cavanaugh, O’Connor‑Vos), Compensation (Cavanaugh, O’Connor‑Vos, Parnell), Nominating & Governance (Fralick, O’Connor‑Vos, Parnell) and will be reconstituted following elections .
- Board activity: 18 meetings in 2024; each director attended ≥75% of Board/committee meetings; independent directors held executive sessions .
- Board leadership: Independent Chair structure; Chair facilitated independent oversight and communication with management .
- Risk oversight: Audit (financial reporting/cybersecurity), Compensation (human capital/comp), Nominating & Governance (corporate governance) .
Fixed Compensation
AWH’s non-employee director compensation framework was revised effective August 22, 2024, shifting mix and adding cash retainers.
| Component | Amount | Notes |
|---|---|---|
| Chair Equity RSU Retainer | $87,500 | RSUs only; $4 issuing price floor |
| Other Director Equity RSU Retainer | $70,000 | RSUs only; $4 issuing price floor |
| Cash Retainer (Chair) | $40,000 | Effective Aug 22, 2024 |
| Cash Retainer (Other Directors) | $40,000 | Effective Aug 22, 2024 |
| Audit Chair Fee | $20,000 | Committee fee |
| Audit Member Fee | $10,000 | Committee fee |
| Compensation Chair Fee | $15,000 | Committee fee |
| Compensation Member Fee | $7,500 | Committee fee |
| Nominating & Governance Chair Fee | $10,000 | Committee fee |
| Nominating & Governance Member Fee | $5,000 | Committee fee |
Prior 2024 structure (prorated in H1 2024):
- Chair equity $175,000; cash $35,000
- Other directors equity $140,000; cash $28,000
- Committee fees: Audit Chair $15,000; Audit Member $7,500; Compensation Chair $12,000; Compensation Member $6,000; Nominating & Governance Chair $6,000; Member $4,000
- RSU vesting: typically over one year with quarterly tranches; 2024 prorated awards granted in August were fully vested upon grant; all directors elected 100% RSUs for equity retainers in 2024
Performance Compensation
- Directors: No performance-linked director equity or bonus framework disclosed; director equity retainers are RSUs/time-vested (with a $4 issuance price floor) rather than PSUs/options tied to metrics .
- Company plan capabilities: The 2019 Stock Incentive Plan allows performance awards with measures that may include EPS, revenue, EBITDA, net income, TSR, FDA milestones, product commercialization and other strategic goals, subject to Committee determination at grant .
Note: No performance metrics tied specifically to director compensation were disclosed .
Other Directorships & Interlocks
| Relationship Type | Entity | Nature | Potential Conflict |
|---|---|---|---|
| Board Member | Bender Leadership Academy | External/non-profit | None disclosed |
| Advisory | Avant‑gard Health | External/private | None disclosed |
| Advisory | Kaliber AI | External/private | None disclosed |
| Advisory | Leadline, Inc. | External/private | None disclosed |
| Advisory | Heuro Health | External/private | None disclosed |
- Related-party exposure: AWH seeks shareholder approval to permit exercise of 27,778 related-party warrants from a 2024 private placement; no disclosure indicates Hundorfean’s involvement in these related-party instruments . The occurrence stemmed from Nasdaq Listing Rule 5635(c) compliance; amendments prohibit exercise until shareholder approval .
Expertise & Qualifications
- Executive leadership: Former CEO of a major regional health system (AHN) and senior administrative leadership at Cleveland Clinic, indicating deep operations and healthcare governance expertise .
- Strategic advisory: Active advisor across health and technology ventures (Avant‑gard Health, Kaliber AI, Leadline, Heuro Health) and board member at a leadership academy, contributing network breadth and sector insights .
- Education: Executive MBA, Case Western Reserve University .
- Independence: Affirmatively determined independent; adds non-management oversight capability .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Cynthia Hundorfean | Not listed in beneficial ownership table (entry shows “-”) as of April 7, 2025 | Not listed |
- Insider trading/pledging: Company policy prohibits hedging and related monetization transactions in AWH stock by directors and insiders .
- Clawback: Company implemented a Dodd‑Frank‑compliant clawback policy .
Governance Assessment
- Alignment: No beneficial ownership listed for Hundorfean as of April 7, 2025, which may modestly dilute alignment vs. directors with share holdings; however, equity retainer in RSUs is structured to build ownership over time .
- Independence & expertise: Strong independence determination and deep hospital/operator background should strengthen board effectiveness, particularly in commercialization and payer-provider strategy oversight .
- Engagement signals: Board met frequently (18 meetings), maintained executive sessions, and documented risk oversight across committees—positive indicators for governance discipline; individual attendance for Hundorfean not yet available given 2025 nomination timing .
- Compensation structure: Move to RSUs-only with a $4 issuance floor plus added cash retainers calibrates cost/dilution in a sub‑$1 stock price environment; the floor reduces share issuance at depressed prices, but increased fixed cash may signal need for careful monitoring of pay-for-service vs. at-risk equity balance in a turnaround context .
- Conflicts: No related-party transactions disclosed involving Hundorfean; ongoing legacy stockholder agreement rights and recent related-party warrants exist at the company level but are not attributed to her .
RED FLAGS
- Stock price/listing risk: Company disclosed Nasdaq listing deficiencies and reliance on a reverse split/conditional exception; while not director-specific, this environment heightens scrutiny on board decisions and compensation optics (e.g., cash retainer additions) .
- Related-party warrants: Exercise requires shareholder approval due to prior issuance terms below market value; governance processes corrected via amendments, but continued monitoring is warranted .
Document references: AWH DEF 14A filed April 11, 2025 and cited sections throughout.