William St. Lawrence
About William St. Lawrence
William St. Lawrence, age 56, has served on the EHSI Board since April 2023 and was designated Lead Director on August 6, 2025. He is a corporate attorney and operator with prior roles as General Counsel, Chief Administrative Officer, and interim CEO across telecom, renewable energy, and health-tech, bringing governance, legal, and business development expertise to the boardroom. Prior public company board experience includes Sonic Foundry, Inc. (director, 2021–2024). He is currently deemed an independent director under SEC Rule 10A‑3 and Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cayster, Inc. (dental technology) | General Counsel & VP Business Development | Aug 2019 – Feb 2025 | Legal and commercial leadership at a private health-tech firm |
| Northern Power Systems (TSX) | General Counsel; Interim CEO | Feb 2017 – Aug 2019 | Executive leadership at a renewable energy company |
| Northeast Wireless Networks | General Counsel & Chief Administrative Officer | Sep 2012 – Dec 2020 | Led legal and administrative functions; company later acquired by AT&T (Sep 2018) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sonic Foundry, Inc. | Director | May 2021 – Mar 2024 | Public company directorship; additional committee assignments not disclosed in EHSI proxy |
| Various companies | Advisor | Ongoing | Advisory roles to technology and other companies |
Board Governance
- Role and independence: Independent director; appointed Lead Director on August 6, 2025.
- Committees: Member, Audit Committee; Audit Committee chaired by William Leimkuhler; Audit Committee report signed by Leimkuhler (Chair), St. Lawrence, and Alan Gold.
- Audit Committee independence: Proxy states (i) Leimkuhler and St. Lawrence are independent (SEC 10A‑3 and Nasdaq) and (ii) elsewhere that Leimkuhler, St. Lawrence, and Gold are independent—disclosure appears inconsistent and warrants clarification.
- Audit Committee activity: Committee established in Nov 2024; met once since establishment; Board met seven times in FY2024 with all directors attending at least 75% of meetings.
- Risk oversight: Board oversees risk management; management handles day-to-day risk; small board sometimes operates without traditional committees (full Board performs comp and nominating functions).
- Related-party oversight: Audit Committee reviews related-party transactions; a special committee of disinterested and independent directors was formed to negotiate a transaction with PSS due to CEO conflict.
- Ethics and trading: Code of Ethics in place; hedging/short sales and options trading prohibited; all insider transactions must be pre-cleared; Section 16(a) compliance achieved by all directors except one director who received codes late (no issue cited for St. Lawrence).
Fixed Compensation
| Year/Period | Cash Retainer | Equity Grants | Notes |
|---|---|---|---|
| Through Mar 31, 2023 | $3,000/month (non-employee directors) | — | Retainer reduced to $2,000/month beginning Apr 2023 |
| 2023 (Mr. St. Lawrence) | $12,000 total | 50,000 shares; proxy states “per share fair market value of approximately $4,500” at grant—disclosure appears anomalous | Paid as non-employee director |
| Jan 2025 (for FY2024 services) | In lieu of cash | 75,000 restricted shares | Issued to each of Messrs. St. Lawrence and Leimkuhler |
| Jan 2025 (for services during 2024) | In lieu of cash | 40,000 restricted shares | Additional issuance for 2024 services |
| Aug 2025 (for FY2025 services) | In lieu of cash | 40,000 restricted shares | Issued to each of Messrs. St. Lawrence and Leimkuhler |
Observation: Director compensation for 2024–2025 was predominantly delivered as restricted stock “in lieu of cash,” indicating a high equity component and potential cash conservation by the company.
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-conditioned director awards | Not specifically disclosed; director equity grants described as restricted shares “in lieu of cash compensation” (service-based) |
| Plan mechanics | 2025 Equity Plan authorizes options, RSUs, performance shares/units; awards may vest on service or Performance Goals; Board authorizes director grants; cash retainers are permitted under the plan |
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Conflicts |
|---|---|---|---|
| Sonic Foundry, Inc. | Director | May 2021 – Mar 2024 | No interlocks with EHSI suppliers/customers/competitors disclosed in the EHSI proxy |
Expertise & Qualifications
- Legal and governance expertise: Extensive service as General Counsel and Chief Administrative Officer across multiple companies; experience advising technology companies.
- Operating and transaction experience: Interim CEO (Northern Power Systems), business development leadership (Cayster), exposure to M&A (Northeast Wireless Networks acquired by AT&T).
- Sector breadth: Telecom networks, renewable energy, dental/health technology.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Instruments |
|---|---|---|---|
| William St. Lawrence | 165,000 | <1% | Common shares; no options outstanding at filing; “no such options exist” company-wide at filing date |
- Hedging/pledging: Hedging and short transactions prohibited under insider trading policy; pledging not expressly addressed in cited section.
Governance Assessment
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Strengths:
- Independent director and designated Lead Director (Aug 6, 2025), enhancing independent oversight.
- Active Audit Committee membership; committee charter and responsibilities articulated; committee met with and without management and recommended inclusion of audited financials in FY2024 10‑K.
- Attendance at or above 75% threshold; board met seven times in FY2024.
- Equity-heavy director compensation and personal share ownership (165,000 shares) support alignment with shareholders.
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Watch items / potential red flags:
- Disclosure inconsistency on Audit Committee independence (one section identifies Leimkuhler and St. Lawrence as independent; another identifies Leimkuhler, St. Lawrence, and Gold as independent); merits clarification.
- Audit Committee met only once since establishment in Nov 2024; Board lacks an identified “audit committee financial expert,” which may concern some investors.
- Heavy use of restricted stock “in lieu of cash” for director compensation in 2024–2025 increases dilution risk if pervasive; shareholders should assess alongside Proposal to increase authorized shares.
- Prior note that, due to small size, full Board performs compensation and nominating functions—concentrated governance may limit checks and balances; special committee usage for related-party transaction is a mitigating sign.
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Compliance and conduct:
- Section 16(a) compliance: All reporting persons complied in the most recent fiscal year except one director who received SEC codes late; no issue identified for Mr. St. Lawrence.
- Code of Ethics and pre‑clearance trading policy in place; hedging/short sales/options prohibited.