William Leimkuhler
About William F. Leimkuhler
Independent director (age 74) serving on EHSI’s board since May 1999, with deep finance, legal, and operating experience including CFO, general counsel, investment banking, and public company board leadership. Prior roles include CFO and SVP at Mutualink, general counsel at Paice Corporation, various positions including general counsel at Allen & Company LLC, and long-serving director (now Chairman) at Argan, Inc. . Tenure on EHSI’s board began May 1999; education not disclosed in the proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mutualink, Inc. (private) | Chief Financial Officer | Nov 2017–Jan 2021 | Finance leadership experience relevant to audit oversight |
| Mutualink, Inc. (private) | Senior Vice President | Jan 2021–Nov 2024 | Operational oversight experience |
| Paice Corporation (private) | General Counsel | Aug 1999–Dec 2023 | Legal/compliance experience |
| Allen & Company LLC (investment banking) | Various positions incl. General Counsel | 1994–1999 | Capital markets/legal expertise |
| GHS (affiliated predecessor entity) | Director | Jan 2021–Nov 2024 | Board experience in related business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Argan, Inc. (public) | Director | Since 2007 | Public company board experience |
| Argan, Inc. (public) | Chairman of the Board | Since Aug 2022 | Board leadership |
| Technology-based companies (various) | Advisor | Ongoing | Advisory roles; specific entities not disclosed |
Board Governance
- Audit Committee Chair; members: Leimkuhler (independent), St. Lawrence (independent), Gold; committee oversees financial reporting, audit processes, and reviews related-party transactions .
- EHSI Board met seven times in fiscal 2024; all directors attended at least 75% of Board and committee meetings during their service period .
- Audit Committee was established in November 2024 and met once since then; the Board has not designated any member as an “audit committee financial expert” under SEC rules (members meet Nasdaq financial literacy requirements) .
- Special committee of disinterested/independent directors formed to negotiate a transaction with PSS given the CEO’s majority ownership in PSS—mitigating related-party conflict risk .
- Lead Director role designated for William St. Lawrence on August 6, 2025 (context for independent board leadership; not Leimkuhler’s role) .
- Independence: EHSI’s Board determined Messrs. Leimkuhler and St. Lawrence are independent under Rule 10A‑3 and Nasdaq standards .
Fixed Compensation
| Date/Period | Component | Amount/Units | Notes |
|---|---|---|---|
| Through Mar 2023 | Monthly director retainer (cash) | $3,000/month | Applies to non-employee directors |
| From Apr 2023 | Monthly director retainer (cash) | $2,000/month | Retainer reduced effective April 2023 |
| FY 2023 | Aggregate cash paid to Leimkuhler | $31,000 | Non-employee director compensation |
| Jan 2025 (for year ended 2024) | Restricted shares (in lieu of cash) | 75,000 shares to Leimkuhler | Annual director compensation settled in stock |
| Jan 2025 (for services during 2024) | Restricted shares (in lieu of cash) | 40,000 shares to Leimkuhler | Additional stock in lieu of cash |
| Aug 2025 (for year ending 2025) | Restricted shares (in lieu of cash) | 40,000 shares to Leimkuhler | Director services |
No committee chair fees, meeting fees, or cash bonuses for directors were disclosed; equity grants were restricted shares issued in lieu of cash compensation .
Performance Compensation
| Component | Status/Terms | Notes |
|---|---|---|
| Performance-based bonus (director) | Not disclosed | No director bonus program described |
| Stock options (director) | None disclosed; “No such options” outstanding at filing | The beneficial ownership section states no presently exercisable options/warrants exist |
| Performance metrics tied to director pay | Not disclosed | No metrics (e.g., TSR, EBITDA) tied to director compensation disclosed |
| Vesting schedules for restricted shares | Not disclosed | Grant structure noted; vesting detail not provided |
Other Directorships & Interlocks
| Organization | Type | Role | Tenure | Potential Interlock/Notes |
|---|---|---|---|---|
| Argan, Inc. | Public company | Director; Chairman (since Aug 2022) | Director since 2007 | Public board leadership |
| GHS | Affiliated predecessor | Director | Jan 2021–Nov 2024 | Governance experience in related entity |
| Allen & Company LLC | Investment banking (prior employer) | General Counsel/various roles | 1994–1999 | Historical linkage; note that Allen & Company Incorporated holds 7.2% of EHSI shares as of Aug 25, 2025 |
Allen & Company Incorporated beneficially owns 7.2% of EHSI; Leimkuhler’s past employment was at Allen & Company LLC (1994–1999). While not a current disclosed interlock, this historical association warrants monitoring for information flow/conflict considerations .
Expertise & Qualifications
- Financial leadership (CFO) and operating experience from Mutualink supports audit oversight competency .
- Extensive legal experience (general counsel) at Paice and Allen & Company LLC boosts compliance/governance expertise .
- Capital markets exposure via investment banking background at Allen & Company LLC .
- Public company governance and board leadership as Director (since 2007) and Chairman (since Aug 2022) at Argan, Inc. .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Aug 25, 2025) | 265,000 shares; 1.2% of class |
| Options/warrants | None presently exercisable at filing; “No such options exist” |
| Vested vs. unvested breakdown | Not disclosed |
| Shares pledged as collateral | Not disclosed |
| Recent equity grants | 75,000 shares (Jan 2025), 40,000 shares (Jan 2025), 40,000 shares (Aug 2025) in lieu of cash director compensation |
Ownership guidelines and hedging/pledging policies were not disclosed in the proxy .
Governance Assessment
- Positive: Independent director and Audit Committee Chair with finance/legal background; committee charged with reviewing related-party transactions, and a special independent committee was formed to oversee the PSS transaction given CEO’s ownership—indicative of conflict management protocols .
- Neutral/Watch: The Audit Committee met once since establishment in Nov 2024 and the Board has not designated a financial expert under SEC rules; increased meeting cadence and formal financial expert designation could strengthen investor confidence .
- Compensation alignment: Shift to restricted share grants in lieu of cash suggests cash conservation and some equity alignment; absence of performance-based metrics or options for directors reduces pay-for-performance linkage at present .
- Auditor oversight clarity: Proxy references discussions with Mercurius and Wipfli regarding independence and PCAOB matters; dual references merit monitoring for clarity on auditor engagement and independence oversight .
- Attendance: Board met seven times in FY2024 and all directors met at least the 75% attendance threshold—adequate baseline engagement .
RED FLAGS: No audit committee financial expert designated . Related-party exposure via PSS necessitated a special committee (mitigated by independent oversight) . Ambiguity around auditor references (Mercurius and Wipfli) warrants monitoring .
Note: Attempts to retrieve Form 4 insider transactions via the Insider Trades skill for “Leimkuhler” at EHSI were unsuccessful due to an authorization error; no additional insider trading data can be presented beyond proxy disclosures at this time.