Jeffrey Cohen
AWHAbout Jeffrey Cohen
Jeffrey Cohen, M.D. (age 70) joined Aspira Women’s Health’s Board in April 2025 as an independent director. He is a practicing urologist with more than 40 years’ clinical experience, recognized for expertise in robot‑assisted surgery. Cohen is Chief Physician Executive, Community Health and Innovation at Allegheny Health Network (since 2020) and previously served as President of Allegheny General Hospital (2016–2020). He holds a B.S. in Biology from Syracuse University (1976), an M.D. from SUNY Upstate (1979), completed a urology residency at Case Western Reserve (1984) and a fellowship at MD Anderson Cancer Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegheny Health Network (AHN) | Chief Physician Executive, Community Health & Innovation | 2020–present | Leads community health and innovation initiatives |
| Allegheny General Hospital (AHN) | President | 2016–2020 | Executive leadership of flagship hospital |
| AHN/Allegheny Health Hospital | Practicing physician (Urology) | 1985–present | Clinical leadership; robot‑assisted surgery expertise |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Allegheny Health Network | Chief Physician Executive, Community Health & Innovation | 2020–present |
| Allegheny General Hospital | President | 2016–2020 |
| Clinical practice at AHN/Allegheny Health Hospital | Urologist | 1985–present |
Board Governance
- Independence: The Board affirmatively determined Jeffrey Cohen is independent under Nasdaq Listing Rule 5605(a)(2) .
- Tenure: Appointed April 2, 2025; nominated for election at the May 13, 2025 Annual Meeting .
- Committee assignments: Not disclosed at the time of the 2025 proxy/appointment; 2024 committee composition will be reconstituted post‑meeting .
- Board leadership: Board separates Chair and CEO; independent Chair is Jannie Herchuk (who did not stand for re‑election) .
- Attendance expectations: In 2024, Board met 18 times and each director met the 75% attendance threshold; independent directors held executive sessions; policy requests all directors attend annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer – outside directors | $40,000 | Plan year aligned to annual meeting; effective Aug 22, 2024 |
| Annual RSU retainer – outside directors | $70,000 | RSUs only; subject to $4 issuing price floor |
| Annual RSU retainer – Chair of the Board | $115,000 | RSUs only; subject to $4 issuing price floor |
| Committee Chair – Audit | $20,000 | |
| Committee Member – Audit | $10,000 | |
| Committee Chair – Compensation | $15,000 | |
| Committee Member – Compensation | $7,500 | |
| Committee Chair – Nominating & Governance | $10,000 | |
| Committee Member – Nominating & Governance | $5,000 |
Additional program details:
- Directors may elect equity in RSUs (in 2024 all elected RSUs); vesting generally over one year (quarterly tranches); 2024 prorated awards (granted in August) were fully vested upon grant .
- Non‑employee director total annual compensation is capped at $400,000 under the 2019 Plan .
Performance Compensation
| Performance Metric | Target | Measurement | Applies to Directors? |
|---|---|---|---|
| Equity award performance metrics | N/A | Director RSUs are time‑based vesting (quarterly; 2024 prorated awards fully vested on grant) | No (no performance‑linked metrics disclosed for directors) |
Governance guardrails in equity plan:
- No option/SAR repricing without stockholder approval; exercise/base prices must be at least fair market value .
Other Directorships & Interlocks
- Public company boards: None disclosed for Jeffrey Cohen .
- External affiliations: Senior leadership at AHN and Allegheny General Hospital; no related‑person transactions disclosed in his appointment .
- Principal shareholder influence context: Stockholders Agreement (2013) grants significant rights to certain purchasers (including board designation rights and vetoes on specified actions), and a designated director (John Ragard) served in 2024; this is broader governance context, not specific to Cohen .
Expertise & Qualifications
- Clinical expertise: Urology; robot‑assisted surgery .
- Health system leadership: President of a major hospital; executive role in network innovation .
- Education: B.S. Biology (Syracuse, 1976); M.D. (SUNY Upstate, 1979); Residency (Case Western, 1984); Fellowship (MD Anderson) .
Equity Ownership
| Holder | Shares | Derivatives | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Jeffrey Cohen | 320,141 common shares directly | — | 325,141 total (includes 5,000 held by spouse) | 1.1% |
Notes:
- No RSUs, options, or warrants disclosed for Cohen in the ownership table .
- Hedging is prohibited under Company policy; pledging not disclosed .
Governance Assessment
-
Positives
- Independence affirmed; extensive clinical and health system leadership relevant to AWH’s diagnostics focus .
- Board maintains independent chair structure and executive sessions, supporting oversight; compensation program now includes modest cash plus RSU retainer with a plan cap, and prohibition on equity repricing .
- Independent compensation consultant (Pearl Meyer) engaged; committee oversight of risk, cybersecurity, and human capital .
-
Watch items / RED FLAGS
- Committee assignments for the refreshed Board (including Cohen) were not disclosed in the proxy and will be reconstituted; monitor final committee seatings for audit/comp oversight continuity .
- Significant shareholder rights under the 2013 Stockholders Agreement could constrain Board flexibility (vetoes; board designation), posing potential independence optics; monitor influence on strategic actions .
- Nasdaq compliance incident (related‑party warrants issued below market without prior shareholder approval) necessitated shareholder approval to permit exercise; governance process improvement warranted .
- Board turnover: multiple director resignations/not standing for re‑election ahead of 2025 meeting, indicating potential instability; monitor for sustained attendance and engagement in the new slate .