William J. Farrell III
About William J. Farrell III
William J. “Bill” Farrell III (age 52) is an independent director of Pro-Dex since January 2013. He is Chief Strategy & Innovation Officer of Emplify Health (formerly Gundersen Health System) and has held executive roles there since October 2017; he previously served in leadership roles at Medtronic (1998–2011), co-founded FreshRealm (COO, 2013–2017), and led Viszy Inc. (CEO, 2011–2013). He holds a B.S. in Mechanical Engineering from the University of Minnesota and a master’s degree in science and technology management from the University of St. Thomas . He is deemed independent under Nasdaq rules and attended at least 75% of Board/committee meetings in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emplify Health (formerly Gundersen Health System) | Chief Strategy & Innovation Officer; various executive roles | Oct 2017–present | Senior-level operating leadership |
| b3 ventures; ghsEdge ventures | Managing Director (venture funds) | Current | Investment oversight and board experience |
| FreshRealm, LLC | Co-founder; Chief Operating Officer | Jan 2013–Sep 2017 | Streamlined fresh food distribution; operating leadership |
| Viszy Inc. | Chief Executive Officer | Jan 2011–Jan 2013 | Led software/services firm until assets merged into FreshRealm |
| b3 experience, LLC | Founder & CEO | 2010–present | Design/manufacturing and hospitality portfolio management |
| Medtronic, Inc. | Senior Director of Product Development; prior engineering/operations roles | 1998–2011 | Led corporate initiatives to improve design, reliability, manufacturability |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Emplify Health | Chief Strategy & Innovation Officer | No (integrated healthcare org) | Executive leadership |
| b3 ventures; ghsEdge ventures | Managing Director | Private | Venture capital funds |
| Private companies (various) | Director | Private | Serves on several private boards |
| FreshRealm | Co-founder, former COO | Private | Supply chain technology |
| Medtronic | Former senior leader | Public (NYSE: MDT) | Medical device industry experience |
No other public company directorships for Farrell are disclosed .
Board Governance
- Committee assignments: Compensation (member), Nominating & Governance (member). Not on Audit or Investment committees .
- Independence: The Board determined Farrell is independent under Nasdaq Rule 5605(a)(2) .
- Attendance: No director attended less than 75% of Board and applicable committee meetings in FY2025; independent directors held three executive sessions .
- Years of service: Director since January 2013 .
- Board leadership: Independent Chairman (Nicholas J. Swenson); CEO and Chair roles separated .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $18,000 | Paid quarterly in arrears |
| Committee chair fees | $0 | Audit Chair receives $7,000; Farrell is not Audit Chair |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
Performance Compensation
| Award Type | Grant/Transaction Date | Shares/Units | Grant Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Shares (Director annual grant) | Nov 20, 2025 (vesting start) | 1,000 | Not disclosed | 200 shares/year over 5 years starting Nov 20, 2025 | Granted to each non-employee director; time-based vesting |
| Restricted/Common Stock (Form 4 Award) | Nov 20, 2024 | 1,000 | $0 (award) | Not disclosed | SEC Form 4 shows award to “Farrell William James III”; post-award ownership 1,000 shares |
- Change-in-control provisions: Under the 2016 Equity Incentive Plan, upon a change in control, restrictions on restricted shares/RSUs terminate and performance awards vest and become payable within 30 days (subject to award agreements) .
- Clawback: All awards subject to reduction, cancellation, forfeiture or recoupment per company policy and applicable law .
No performance metrics are disclosed for director equity grants; they vest based on service time (not TSR/financial targets) .
Other Directorships & Interlocks
| Entity | Relationship to PDEX | Board Interlock | Conflict Notes |
|---|---|---|---|
| Air T, Inc. (Nasdaq: AIRT) | PDEX invested $1.0M in AIRT common stock via 10b5-1 plans | Nicholas J. Swenson (AIRT CEO/Chair, PDEX Chair) and Raymond E. Cabillot (AIRT director) sit on both boards; Katrina Philp is AIRT employee | Approved by non-AIRT-affiliated directors per policy; Farrell not identified as affiliated with AIRT |
| Monogram Technologies Inc. (Nasdaq: MGRM) | PDEX owns 2,126,673 shares; fair value $5.7M as of 6/30/2025 | PDEX CEO Rick Van Kirk is a Monogram director | Farrell not identified as affiliated |
Company policy bars directors from approving related party transactions in which they are interested; approvals require disinterested directors .
Expertise & Qualifications
- 12+ years engineering/management in medical devices (Medtronic), PDEX’s primary market .
- Current senior-level management and board experience across healthcare and venture investing .
- Product development leadership and manufacturing/operations experience .
- Independent of management .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| William J. Farrell III | 11,300 | <1% (≈0.34% calculated: 11,300 / 3,280,004) | Includes 6,200 shares issuable upon option exercise or restricted vesting within 60 days |
- Shares pledged: No pledges disclosed for Farrell; one director’s spouse (Philp) has 7,496 shares pledged, not related to Farrell .
- Hedging/pledging policy: Hedging, margin purchases, short-selling prohibited; pledging only allowed with CFO approval and 200% collateral coverage .
Governance Assessment
-
Strengths:
- Independent director with relevant medical device and operating background; active on Compensation and Nominating & Governance committees .
- Solid engagement (≥75% attendance) and presence in executive sessions; supports board effectiveness .
- Modest, transparent director pay structure; time-based equity aligns with long-term service .
- Ownership alignment via personal holdings (11,300 shares, with additional 6,200 issuable within 60 days) .
-
Watch items / potential red flags:
- Board-level interlocks and investments in Air T (AIRT) and Monogram (MGRM) increase related-party exposure; while governed by disinterested approvals, this structure can raise perceived conflicts. Farrell is not affiliated with these entities, but overall board governance optics warrant monitoring .
- Concentrated ownership: Chairman Nicholas J. Swenson and AO Partners control ~31.2% of shares, which can influence governance dynamics and independence perceptions (not a Farrell-specific issue) .
- Pledging allowed under strict conditions (200% collateral), which is less restrictive than absolute bans some investors prefer; no Farrell pledges disclosed .
Overall, Farrell’s independence, committee roles, and medical device expertise are positives for board effectiveness at PDEX. The broader board’s related-party investments and ownership concentration should be monitored for alignment with minority shareholder interests, though Farrell is not indicated as a participant in those transactions .
Insider Trades (Monitoring)
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-11-20 | 2024-11-22 | Award (A) | 1,000 | $0 | 1,000 |
No open market purchases/sales disclosed in the 2023–2025 period via Form 4 query; most recent activity is a stock award consistent with director equity grants .