Ellen Beausang
AWHAbout Ellen Beausang
Ellen Beausang (age 54) has served as an independent director of Aspira Women’s Health (AWH) since March 2025. She is President–Chief Commercial Officer of BioReference Health (since June 2022) and previously held executive roles at Pfizer, Thermo Fisher Diagnostics, and Quest Diagnostics; she holds a B.S. in Psychology/Sociology (SUNY Brockport) and an M.S. in Clinical Psychology (Seton Hall). The Board has affirmatively determined her independence under Nasdaq Listing Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer | Executive role (go-to-market/product development) | Not disclosed | Executive-level commercial leadership |
| Thermo Fisher Diagnostics | Executive role | Not disclosed | Product and go-to-market leadership |
| Quest Diagnostics | Executive role | Not disclosed | Product and go-to-market leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BioReference Health | President–Chief Commercial Officer | Since June 2022 | 25+ years industry experience; technology and health-sciences focus |
Board Governance
- Independence: The Board affirmed that Beausang (and other 2025 nominees) are independent under Nasdaq rules.
- Board leadership: AWH separates Chair and CEO roles; the Chair (at the time of the proxy, Jannie Herchuk) is independent to reinforce oversight; note Herchuk did not stand for re-election in 2025.
- Committees: As of Dec 31, 2024, Audit (Herchuk—Chair; Cavanaugh; O’Connor Vos), Compensation (Cavanaugh—Chair; O’Connor Vos; Parnell), Nominating & Governance (Fralick—Chair; O’Connor Vos; Parnell). Post-March/April 2025 committee assignments for Beausang are not specified in the proxy or 8-Ks reviewed.
- Attendance: The Board met 18 times in 2024; all directors met the 75%+ attendance requirement, and independent directors held executive sessions. AWH requests all board members attend the annual meeting; all standing for re-election attended in 2024. (Beausang joined in 2025, so 2024 attendance does not apply.)
- Risk oversight: Audit oversees financial reporting/cybersecurity; Compensation oversees human-capital-related compensation risks; Audit reviews environmental/social risks.
- Governance policies: Prohibition on hedging company stock for directors/employees; Dodd-Frank–compliant clawback policy adopted.
Fixed Compensation
AWH’s non-employee director program (effective Aug 22, 2024; plan year aligns with annual meeting):
| Component | Chair of Board | Other Directors | Citation |
|---|---|---|---|
| Annual cash retainer | $40,000 | $40,000 | |
| Annual equity retainer (RSUs only; $4 issuing price floor) | $115,000 | $70,000 | |
| Audit Committee – Chair fee | $20,000 | — | |
| Audit Committee – member fee | — | $10,000 | |
| Compensation Committee – Chair fee | $15,000 | — | |
| Compensation Committee – member fee | — | $7,500 | |
| Nominating & Governance – Chair fee | $10,000 | — | |
| Nominating & Governance – member fee | — | $5,000 |
Notes:
- Directors may elect equity retainers only in RSUs; option grants to directors were discontinued, and prior RSU/option structures were modified to RSU-only retainers.
- RSU vesting for non-employee directors historically occurred quarterly over one year; 2024 prorated awards were granted in August and vested upon grant. Future-year vesting specifics for 2025 grants are not detailed for Beausang.
Performance Compensation
- No performance-based pay for directors is disclosed (no bonus metrics, PSUs, or performance options for directors).
- Clawback policy applies to incentive/equity-based compensation as required by SEC/Dodd-Frank.
Other Directorships & Interlocks
- Public-company directorships for Beausang: None disclosed.
- Potential network interlocks: Board includes a portfolio manager (Fraser, Seamark) and physicians/executives (Cohen, Hundorfean, Parnell); major shareholder Jack W. Schuler holds nominating rights under a 2013 Stockholders Agreement, which can influence board composition and certain corporate actions.
Expertise & Qualifications
- Commercial diagnostics leadership (BioReference, Quest, Thermo Fisher); product development and go-to-market strategy expertise.
- Education: B.S. Psychology/Sociology (SUNY Brockport), M.S. Clinical Psychology (Seton Hall).
- Board adds health-sciences operational depth and commercialization expertise, aligning with AWH’s diagnostic focus.
Equity Ownership
| Holder | Shares Owned (Common) | RSUs Outstanding | Total Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|---|---|
| Ellen Beausang | 1,615 | 4,843 | 6,458 | <1% | As of April 7, 2025; RSUs included per beneficial ownership footnote |
Stock ownership guidelines: Not disclosed for directors. Hedging/derivatives are prohibited under AWH’s Insider Trading Policy.
Insider Trades
| Date Filed | Form | Transaction | Shares | Resulting Direct Ownership | Source |
|---|---|---|---|---|---|
| 2025-06-05 | Form 4 | Reported RSUs and beneficial ownership as director | 4,843 | 6,458 | |
| (also summarized on third-party trackers) |
Governance Assessment
- Alignment: Independence affirmed; meaningful personal stake via RSUs/common shares; hedging prohibited; clawback policy in place—these support investor alignment.
- Engagement: Board met frequently (18 times in 2024) with executive sessions; Beausang’s committee assignments not yet disclosed publicly—monitor post-annual meeting committee rosters to assess her functional engagement.
- Compensation: Director pay mix is balanced between cash and RSUs with reasonable committee fees; non-employee director annual comp is capped at $400,000 under the equity plan, a favorable governance feature.
- RED FLAGS / Monitoring items (board-wide context):
- Nasdaq compliance risk: Reverse split proposal (1-for-10 to 1-for-60) to address bid-price deficiency; conditional exception granted—continued listing remains contingent.
- Related-party warrants: Company seeks shareholder approval to permit exercise of 27,778 related-party warrants after Nasdaq identified a violation for below-market private placement; governance remediation underway.
- Legacy shareholder influence: 2013 Stockholders Agreement grants certain investors rights (including vetoes on acquisitions >$2M, changes to Quest agreements, senior securities, board size changes, etc.) and nomination rights—potential constraint on board autonomy.
Overall, Beausang brings relevant commercial diagnostics expertise and is independently classified, with modest direct ownership. Committee roles and attendance (post-appointment) are not yet detailed; investors should monitor final committee assignments and subsequent proxy/8‑K disclosures for her board engagement footprint.
Appendix: Board & Director Compensation References
- Board meetings and independence/executive sessions.
- Director compensation program changes and fees/retainers.
- Equity plan governance (no repricing; director comp cap; clawbacks).
- Ownership table and footnotes for directors (incl. Beausang).
- NASDAQ compliance and reverse split proposal.
- Related-party warrants remediation.
- Insider trading/clawback policies.