Warren Hirsch
About Warren Hirsch
Independent director since 2019, Warren Hirsch is a CPA with 35+ years in accounting, owner-operator of Hirsch and Hirsch CPA PLLC, and the Board-designated Audit Committee financial expert. He holds a B.S. in Accounting from Hofstra University (1980), is age 66 as of the May 15, 2024 proxy, and has served on PRPH’s Board since 2019 with core credentials in financial reporting, internal controls, and audit oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hirsch and Hirsch CPA PLLC | Owner and operator | — | Full-service accounting, tax, and small-business consulting practice |
| Royal Alliance (national financial advisory firm) | Registered Representative | 2000–May 2019 | Capital markets/financial advisory experience |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed in PRPH’s proxy materials |
| Prior public company boards | None disclosed in PRPH’s proxy materials |
| Private/non-profit/academic boards | None disclosed in PRPH’s proxy materials |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Independence: Board has affirmatively determined Mr. Hirsch is independent under Nasdaq standards; he is also designated an “audit committee financial expert” by the Board .
- Attendance and engagement:
- Board met 9 times in FY2023; each director attended >75% of Board and committee meetings on which they served .
- Independent directors held 5 executive sessions in 2023 .
- The Board combines CEO and Chairman roles and has not named a Lead Independent Director .
| Governance Metric | 2023 | Notes |
|---|---|---|
| Board meetings (number) | 9 | — |
| Director attendance | >75% for each director at Board/committee meetings | — |
| Independent executive sessions | 5 | — |
| Lead Independent Director | None | CEO also serves as Chair |
Fixed Compensation
| Component | Amount | Period/Terms |
|---|---|---|
| Cash retainer | $35,000 (fees earned or paid in cash) | For the 2023 director compensation reported year |
| Standard director cash program | $35,000 annual cash service retainer (paid quarterly) | For the period July 1, 2023–June 30, 2024 |
- No committee chair/membership cash fees or meeting fees are disclosed; the program specifies an annual retainer plus equity .
Performance Compensation
| Equity Award Feature | 2022 Director Period | 2023 Director Period |
|---|---|---|
| Option grant size | 40,000 options | 40,000 options |
| Exercise price | $12.92 (closing price on grant date) | $7.31 (closing price on grant date) |
| Vesting | 10,000 quarterly over one year (4 tranches) | 10,000 quarterly over one year (4 tranches) |
| 2023 reported grant (valuation) | $188,000 grant date fair value; 40,000 options granted June 16, 2023 for the 2022 Director Period | Program entitlement noted; grant timing not separately detailed in the proxy |
- 2023 Director Compensation (Hirsch): Option Awards $188,000; Total $223,000 (Cash $35,000 + Options $188,000) .
- Options are the primary “at-risk” component, aligning value with stock performance via strike price and vesting cadence .
Other Directorships & Interlocks
| Item | Finding |
|---|---|
| Interlocks with competitors/suppliers/customers | None disclosed |
| Compensation Committee interlocks | Not indicated; Compensation Committee members are independent directors |
| Use of compensation consultants | Compensation Committee has authority to engage consultants (no specific advisor disclosed) |
Expertise & Qualifications
- CPA with extensive experience in accounting and financial reporting; Board-designated audit committee financial expert .
- Financial literacy and oversight of internal controls; evaluation of financial results and business processes .
- Education: B.S. in Accounting, Hofstra University (1980) .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| May 13, 2024 | 180,000 | <1% | Includes options exercisable or vesting within 60 days |
| April 29, 2025 | 232,500 | <1% (based on 41,879,017 shares) | Includes options exercisable or vesting within 60 days |
- Insider trading policy prohibits short-term trading by directors (minimum 6-month holding), purchases on margin, short sales, and trading in puts/calls other than company-granted options .
- No pledging or hedging by directors is disclosed; no related-party ownership encumbrances disclosed for Mr. Hirsch .
Governance Assessment
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Strengths
- Independent director; Audit Chair with “audit committee financial expert” designation—supports strong financial oversight .
- Attendance above expectations; active committee participation across Audit, Compensation, and Nominating & Governance .
- Compensation mix includes equity options vesting quarterly, aligning director incentives with shareholder value .
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Alignment and Ownership
- Beneficial ownership grew from 180,000 (as of May 13, 2024) to 232,500 (as of April 29, 2025); still under 1% of shares outstanding, primarily via options exercisable within 60 days .
-
Potential Concerns/RED FLAGS
- Combined CEO/Chair with no Lead Independent Director reduces independent counterbalance at Board level .
- Capital structure and governance proposals: Special meeting sought authorization for a reverse/forward stock split (1-for-2 to 1-for-10), tokenized issuances up to 4.99% of equity, “Digital Treasury Shares,” and digital-asset charter amendments—introducing complexity, regulatory risk, and potential dilution overhang .
- Nasdaq minimum bid price non-compliance and reliance on split authorization; risk of delisting outlined by the company .
- Convertible financing and share reservation covenants (July 2025 senior secured note and warrants) could be dilutive; note has a variable conversion feature and floor-price mechanics that terminate upon delisting, heightening capital structure risk .
-
Related-Party Exposure
- No related-party transactions involving Mr. Hirsch disclosed; the only related-party disclosure pertains to the CEO’s son employed at a subsidiary, approved by the Audit and Compensation Committees .
-
Attendance and Engagement Signals
- Board and committees met frequently (9 Board meetings; each director >75% attendance; 5 independent executive sessions), indicating active oversight cadence .
Overall, Hirsch brings strong audit oversight and financial expertise as Audit Chair and independent director; however, Board-level structural and capital-markets risks (split/digital-asset initiatives, Nasdaq compliance, and convertible financing) warrant close monitoring for governance effectiveness and investor confidence .