Winfred Parnell
AWHAbout Winfred Parnell
Winfred Parnell, M.D., age 72, is an independent director of Aspira Women’s Health (AWH) and has served on the Board since June 2023. He is a board‑certified obstetrics and gynecology physician and a founding partner of Carlos & Parnell, M.D., P.A. in Dallas, TX, with more than 20 years of board experience focused on strategic planning, governance, regulatory compliance, quality of care, and crisis management. Dr. Parnell earned his undergraduate degree from Florida A&M University, his M.D. from the University of Florida College of Medicine, and completed internship/residency at Parkland Hospital in Dallas; he also holds an Executive Certificate in Non‑Profit Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlos & Parnell, M.D., P.A. (Dallas, TX) | Founding partner; OB/GYN physician | Not disclosed | Clinical leadership; governance and quality focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SCA Pharm (private equity‑backed compounding pharmacy) | Board member | Not disclosed | One of the largest compounding pharmacies in the U.S. |
Board Governance
| Committee | Role | 2024 Meetings | Independence status |
|---|---|---|---|
| Compensation Committee | Member | 12 | Independent under Nasdaq; committee members independent |
| Nominating & Governance Committee | Member | 5 | Independent under Nasdaq; committee members independent |
| Audit Committee | Not a member | 6 | N/A (committee members independent) |
| Board Governance Metric | 2024 Value |
|---|---|
| Board meetings held | 18 |
| Director attendance | Each director attended ≥75% of Board and applicable committee meetings |
| Independent director executive sessions | Independent directors met in regularly scheduled executive sessions in 2024 |
| Independence determination (current) | Board affirmed Parnell is independent under Nasdaq Listing Rule 5605(a)(2) |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $19,000 |
| Stock Awards (RSUs, grant‑date fair value) | $39,720 |
| Total | $58,720 |
| Director Compensation Program (effective Aug 22, 2024) | Equity (RSUs) | Cash |
|---|---|---|
| Chair of the Board | $115,000 | $40,000 |
| Other Outside Directors | $70,000 | $40,000 |
| Audit Chair / Member | $20,000 / $10,000 | – |
| Compensation Chair / Member | $15,000 / $7,500 | – |
| Nominating & Governance Chair / Member | $10,000 / $5,000 | – |
Notes:
- Plan year changed to begin/end with annual meeting; cash retainer added effective Aug 22, 2024 .
- For the first half of 2024, equity/cash retainers were higher and prorated; directors could elect RSUs or RSUs+options; all elected 100% RSUs; prorated awards granted in August were fully vested upon grant .
Performance Compensation
| Equity Component | Detail | Value/Terms |
|---|---|---|
| Annual equity retainer (outside directors) | RSUs only (post‑review); issuing price floor $4 | Program adjustment; Chair $87,500, others $70,000 (equity retainer levels adjusted by Board after consultant review) |
| RSU grant‑date fair value (Parnell, 2024) | Non‑employee director RSU awards (ASC 718) | $39,720 |
| Vesting schedule (general) | Historically quarterly vest over one year: 25% on Apr 1, Jun 1, Sep 1, Dec 1; 2024 prorated awards in August fully vested upon grant | As stated |
| Options elected by directors (2024) | Election mix available, but all directors chose 100% RSUs | All elected RSUs |
| Performance metrics for director equity | None disclosed for non‑employee directors | Not disclosed |
Plan governance and protections:
- Clawback: Awards subject to recoupment under Incentive Compensation Recoupment Policy and other clawback policies (Dodd‑Frank/listing standards) .
- No option/SAR repricing without stockholder approval; director compensation capped at $400,000 total value per fiscal year .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| SCA Pharm | Private | Director | Healthcare adjacency; no related‑party transactions involving Parnell noted in retrieved proxy sections |
The proxy biography lists a private company directorship (SCA Pharm); no other public company boards are mentioned in the biography .
Expertise & Qualifications
- Board‑certified OB/GYN; strategic planning, governance, regulatory & compliance, quality of care, crisis management expertise .
- Founding partner experience (Carlos & Parnell, M.D., P.A.) demonstrating clinical leadership and operational insight .
- Education includes Florida A&M (undergraduate) and University of Florida College of Medicine (M.D.); Parkland Hospital internship/residency; Executive Certificate in Non‑Profit Governance .
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 74,477 shares; <1% of outstanding | Beneficial ownership % calculated using 29,784,560 shares outstanding as of Apr 7, 2025 |
| Common shares directly held | 66,053 | Included in beneficial ownership |
| RSUs counted in beneficial (vesting ≤60 days) | 5,156 | Included in beneficial ownership per Rule 13d‑3 |
| Warrants | 3,268 | Included in beneficial ownership |
| Outstanding RSUs at 12/31/2024 | 20,625 | Not all count towards beneficial ownership (only those vesting ≤60 days) |
Denominator for beneficial ownership: 29,784,560 common shares outstanding as of April 7, 2025 .
Governance Assessment
- Independence and engagement: The Board affirmed Dr. Parnell’s independence under Nasdaq rules; he served on two key committees (Compensation; Nominating & Governance), which met 12 and 5 times respectively in 2024, indicating active governance involvement . Board held 18 meetings and every director met the ≥75% attendance threshold; independent directors held executive sessions, supporting oversight quality .
- Compensation and alignment: 2024 director pay for Parnell was cash ($19,000) plus RSUs ($39,720), yielding a meaningful equity component that aligns interests with shareholders; the program adds a cash retainer and maintains RSU‑only equity with a $4 issuance floor, lowering dilution risk and enhancing pay discipline .
- Plan safeguards: AWH’s 2019 Plan embeds governance protections (no repricing without shareholder approval, director pay cap at $400,000, clawback provisions), which strengthen investor confidence in compensation oversight .
- Ownership: Parnell’s beneficial ownership is <1% but includes common shares, RSUs vesting within 60 days, and warrants; additional outstanding RSUs support longer‑term alignment .
- Conflicts/related parties: Biography notes his board role at SCA Pharm (private equity‑backed compounding pharmacy); within the retrieved related‑party transaction disclosure, no transactions are attributed to Parnell. Monitoring for any vendor relationships between AWH and SCA Pharm is prudent, but current proxy excerpts do not indicate exposure .
- Compliance signals: No Section 16(a) filing issues were disclosed for Parnell; one late Form 4 was noted for another director, suggesting overall satisfactory insider compliance processes .
RED FLAGS
- None identified in retrieved proxy excerpts specific to Parnell (no pledging/hedging, no related‑party transactions, no attendance shortfalls). Continue surveillance for potential vendor ties with SCA Pharm given sector adjacency .