John Fraser
AWHAbout John Fraser
John Fraser (age 65) is an independent director nominee at Aspira Women’s Health (AWH), appointed in April 2025. He is co-founder and co-portfolio manager of Seamark Capital Fund, with a 25-year track record in growth equities following roles at Friess Associates, CS First Boston, and Merrill Lynch Capital Markets. Fraser holds a B.S. in Business Administration from Bowling Green State University and an MBA in Finance from The Ohio State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Friess Associates | Institutional investment advisory career | Not disclosed | Contributed to institutional investment advisory capabilities |
| CS First Boston | Institutional investment advisory career | Not disclosed | Developed sell-side/markets expertise |
| Merrill Lynch Capital Markets | Institutional investment advisory career | Not disclosed | Built capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seamark Capital Fund | Co-founder & Co-Portfolio Manager | Founded ~25 years ago | Financial expertise; significant equity ownership in AWH via Seamark Capital, L.P. |
Board Governance
- Independence: The Board affirmatively determined Fraser is independent under Nasdaq Listing Rule 5605(a)(2) .
- Committee assignments: Not disclosed for Fraser in the proxy (committee rosters shown are as of December 31, 2024, prior to his appointment) .
- Board leadership: AWH separates Chair and CEO roles, emphasizing independent oversight; the Chair role was held by Jannie Herchuk in 2024 .
- Attendance: The Board held 18 meetings in 2024; each director served during 2024 attended ≥75% of Board/committee meetings; independent directors met in executive session in 2024. Attendance for Fraser is not applicable to 2024 .
- Risk oversight focus: Audit (financial reporting, cybersecurity), Compensation (human capital/comp), and Nominating & Governance committees carry primary risk oversight responsibilities .
Fixed Compensation
Director compensation program effective August 22, 2024 (plan year aligned to annual meeting), with RSUs-only equity and added cash retainers.
| Component | Chair of Board | Other Outside Directors | Notes |
|---|---|---|---|
| Annual Equity Retainer (RSUs) | $87,500 | $70,000 | RSUs only; $4 issuing price floor |
| Annual Cash Retainer | $40,000 | $40,000 | Effective Aug 22, 2024 |
| Audit Committee Chair Fee | $20,000 | — | 2024 program schedule |
| Audit Committee Member Fee | $10,000 | — | 2024 program schedule |
| Compensation Committee Chair Fee | $15,000 | — | 2024 program schedule |
| Compensation Committee Member Fee | $7,500 | — | 2024 program schedule |
| Nominating & Governance Chair Fee | $10,000 | — | 2024 program schedule |
| Nominating & Governance Member Fee | $5,000 | — | 2024 program schedule |
Additional governance guardrails: Non-employee director total annual comp capped at $400,000 (cash + grant-date fair value), per the 2019 Plan .
Performance Compensation
- No director-specific performance-based equity disclosed; directors elected to receive equity in RSUs only in 2024 .
- RSU vesting cadence for non-employee directors (standard plan): over one year (25% Apr 1, 25% Jun 1, 25% Sep 1, 25% Dec 1), with 2024 prorated awards granted in August and fully vested upon grant .
| Equity Award Attribute | Directors | Details |
|---|---|---|
| Instrument | RSUs | RSUs only for director equity retainer |
| Vesting (standard cadence) | 25% quarterly | Apr 1 / Jun 1 / Sep 1 / Dec 1; prorated awards in Aug 2024 fully vested |
| Issuance Price Floor | $4 per RSU | Applies to equity retainer issuance |
| Options for directors | Not used in 2024 equity retainers | Directors elected 100% RSUs |
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| Seamark Capital, L.P. | Investment entity affiliated with Fraser; holds AWH shares and warrants | Fraser has shared dispositive power over Seamark’s holdings; Seamark is among entities tied to historical investor rights from the 2013 Stockholders Agreement, including participation rights in offerings . |
| Principal Purchasers’ Rights | 2013 Stockholders Agreement conferred consent and nomination rights to key investors | Certain actions (e.g., acquisitions >$2M, senior securities issuance, Board size changes) require consent by Principal Purchasers; indicates influence by large holders in governance matters . |
RED FLAG: AWH disclosed a Nasdaq Listing Rule 5635(c) violation for related-party warrants issued below market value in a 2024 private placement; company seeks shareholder approval to permit exercise of 27,778 related-party warrants (exercise prohibited until approval) . While Fraser is not named as a holder, overall related-party issuance oversight is a governance risk factor.
Expertise & Qualifications
- Capital markets and buy-side investment management expertise; co-manages a growth equities fund .
- Degrees: B.S. Business Administration (Bowling Green State University); MBA, Finance (The Ohio State University) .
- Board determined Fraser brings “significant financial experience” to AWH .
Equity Ownership
| Holder Breakdown | Shares/Warrants | % Outstanding |
|---|---|---|
| John Fraser – Direct common shares | 550,004 | — |
| Seamark Capital, L.P. – Common shares (shared dispositive power) | 291,554 | — |
| John Fraser – Common stock warrants | 68,627 | — |
| Total Beneficial Ownership (Fraser) | 910,185 | 3.0% |
Policy Alignment:
- Hedging prohibited for directors and related parties under AWH’s Insider Trading Policy (e.g., no puts/calls, derivatives) .
Governance Assessment
- Independence and financial acumen: Fraser is independent and brings deep capital markets expertise, strengthening oversight of financing, capital allocation, and investor engagement .
- Skin-in-the-game: 3.0% beneficial ownership (including personal and Seamark LP holdings/warrants) supports alignment; monitor pledging/derivatives—hedging prohibited by policy .
- Committee influence: Fraser’s specific committee assignments are not yet disclosed; effectiveness will hinge on Audit/Comp/Nominating roles post-annual meeting .
- Compensation governance: Board lowered equity retainers and added cash retainers in 2024, with RSUs only and a $4 price floor; non-employee director cap at $400k—signals discipline amid capital constraints .
- Related-party and listing risks: Nasdaq 5635(c) violation (related-party warrants below market), pending shareholder approval; ongoing Nasdaq compliance challenges (MVLS/bid-price deficiency, reverse split proposal) pressure governance credibility and investor confidence .
- Large-holder governance rights: Principal Purchasers retain consent rights over major actions; while long-standing, such rights may constrain board flexibility; Fraser’s shared power over Seamark LP holdings is notable in that context .
RED FLAGS:
- Nasdaq rule violation requiring shareholder ratification of related-party warrants .
- Continued listing risk (MVLS and minimum bid price deficiencies; reverse split proposal to regain compliance) .
- Principal Purchasers’ consent rights over key corporate actions—potential to limit board autonomy .
Monitoring priorities:
- Post-election committee assignments for Fraser (Audit/Comp/Nominating) and related attendance/engagement .
- Any future related-party transactions involving Seamark or Fraser; adherence to insider trading/hedging prohibitions .
- Progress against Nasdaq compliance milestones and outcomes of reverse split authorization .