Donald Fell
About Donald G. Fell
Donald G. Fell is an independent director of Scienture Holdings, Inc. (SCNX), serving since January 2014. He is 79 years old (as of October 22, 2025), holds undergraduate and graduate degrees in economics from Indiana State University, and is ABD in economics at Illinois State University. He is Professor and Institute Director at the Foundation for Teaching Economics and adjunct professor of economics at the University of Colorado, Colorado Springs. The Board has affirmatively determined he is independent under Nasdaq standards. His background in economics and management is cited by the Board as a key qualification.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foundation for Teaching Economics (Davis, CA) | Professor and Institute Director | Current | Conducted graduate institutes on economic policy/environmental economics across 44 states, Canada, the Islands, Eastern Europe |
| University of Colorado, Colorado Springs | Adjunct Professor of Economics | Current | Graduate institutes on policy/economics with FTE/UC Colorado Springs |
| University of South Florida | Executive MBA Faculty; Director, Executive & Professional Education; Senior Fellow, Public Policy Institute | 1995–2012 | Executive education leadership and policy institute roles |
| University of LaRochelle (France); Illinois State University; The Ohio State University | Visiting/Adjunct Professor of Economics | Prior (years not specified) | Teaching roles |
External Roles
| Company | Exchange/Ticker | Role | Tenure |
|---|---|---|---|
| Kernel Group Holdings, Inc. | NASDAQ: KRNL | Director | Since Dec 2022 |
| Oceantech Acquisitions I Corp. | NASDAQ: OTEC | Director | Since Mar 2023 |
| Integrated Wellness Acquisition Corp | NYSE: WEL | Director | Since Feb 2024 |
| Aesther Healthcare Acquisition Corp (n/k/a Ocean Biomedical, Inc.) | NASDAQ: OCEA | Director | Jun 2021–Feb 2023 (through business combination) |
| Semper Paratus Acquisition Corp (n/k/a Tevogen Bio Holdings Inc.) | NASDAQ: TVGN | Director | Jun 2023–Feb 2024 (through business combination) |
| PowerUp Acquisition Corp. | NASDAQ: PWUP | Director | Aug 2023–Feb 2025 (through business combination) |
Board Governance
- Independence: The Board has affirmatively determined that Donald G. Fell is independent; a majority of the Board is independent.
- Committee assignments (current):
- Audit Committee: Member (Audit Chair is Mayur Doshi per committee matrix and Audit Committee report).
- Compensation Committee: Chair.
- Nominating & Corporate Governance Committee: Chair.
- Meeting cadence and attendance (FY 2024): Board met 13 times; Audit met 5; Compensation met 1; Nominating & Governance met 1. Each director attended at least 75% of combined Board and applicable committee meetings. Independent directors held 5 executive sessions without management (5 included sessions with the independent auditors).
- Board leadership: Combined Chair and CEO role; no Lead Independent Director.
- Committee authority/charters: Committee charters attached as annexes; Compensation and Audit Committees have authority to retain advisors at company expense.
Fixed Compensation
| Component | Policy/Actual | Amount | Notes |
|---|---|---|---|
| Annual cash retainer (Independent Director) | Policy | $35,000 | Applies to each independent director |
| Fees earned in cash (2024 actual) | Actual | $41,250 | Donald G. Fell; suggests additional role/meeting-related cash beyond base retainer |
| Indemnification | Policy | N/A | Company has indemnification agreements with each director |
Performance Compensation
| Grant Type | Period/Grant Date | Shares / Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock (Independent Director annual policy) | Annual policy (valued on or after April 1) | $55,000 value | 25% per quarter over next four calendar quarters | Subject to continued service |
| Restricted Stock (Services in 2024) | 2024 | 36,163 shares; $149,443 fair value | Vested immediately at grant | Issued under Incentive Plan; identical grant to Mr. Peterson; Fell’s stock award value reconciles to Summary Director Compensation table |
| Stock Options (2024) | 2024 | $0 | N/A | No option awards to Fell in 2024 |
| Performance metrics | 2024 | None disclosed for directors | N/A | Director equity is time-based; no disclosed performance metrics |
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No interlocking relationships required to be disclosed under SEC rules; no member is/was an officer/employee; no relationships requiring disclosure under Reg S-K Item 404.
- Independence: Board reaffirmed independence of Fell.
- Overlaps/conflicts: No related-party transactions involving Fell disclosed.
Expertise & Qualifications
- Economics and business expertise; executive education leadership; broad experience conducting policy/economics programs; degrees in economics (Indiana State University; ABD at Illinois State University).
- Board cites Fell’s economics/business experience as providing valuable insight to corporate strategy.
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership | Oct 22, 2025 | 327,416 shares | 1.02% of class |
| Direct ownership | Oct 22, 2025 | 326,860 shares | Directly owned |
| Options exercisable within 60 days | Oct 22, 2025 | 556 shares | Included in beneficial ownership calculation |
| Anti-hedging | Policy | Prohibits short sales; trading windows/10b5-1 plans | Insider Trading/Anti-Hedging policy excerpt |
| Shares pledged | Disclosure | Not disclosed | No pledging disclosure identified |
Historical reference
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Vested stock options | Dec 31, 2024 | 3,345 options | As reported in footnotes |
| Vested common shares | Dec 31, 2024 | 222,217 shares | As reported in footnotes |
Governance Assessment
- Strengths
- Independent director with long tenure (since 2014) and broad economics/education background.
- Chairs both Compensation and Nominating & Governance Committees; active oversight roles documented with authority to retain advisors.
- No compensation committee interlocks; independence affirmed.
- Attendance ≥75% across Board/committee obligations; regular executive sessions of independent directors.
- Watch items / potential RED FLAGS
- Board leadership structure combines Chair and CEO with no Lead Independent Director, which may weaken independent oversight.
- 2024 director equity grants (36,163 shares) vested immediately—less performance/retention alignment than time-based quarterly vesting under the stated policy; annual policy is $55,000 in RS with quarterly vesting.
- Significant proposed equity plan and authorized share increases (to 25,000,000 plan shares; 2,000,000,000 authorized common) could increase dilution; as Compensation Committee Chair, Fell will be central to plan governance. The Board recommends FOR these proposals.
- Related-party/conflict review
- No related-party transactions involving Fell disclosed; Audit Committee charter explicitly reviews related-party transactions and conflicts.
Appendix: Committee Matrix (for reference)
| Committee | Role (Fell) | Notes |
|---|---|---|
| Audit Committee | Member | Audit Chair is Mayur Doshi per committee matrix and Audit Committee report |
| Compensation Committee | Chair | Independent-only committee; no interlocks |
| Nominating & Corporate Governance | Chair | Oversees governance guidelines, board evaluations, nominations |
Director Compensation (Detail)
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | Options | All Other | Total |
|---|---|---|---|---|---|
| Donald G. Fell (2024) | $41,250 | $149,443 | $0 | $0 | $190,693 |
Policy and 2024 actions
- Annual cash retainer: $35,000 per independent director.
- Annual independent director RS policy: $55,000 in RS, vests 25% quarterly.
- 2024 Board-approved RS issuance: 36,163 shares to Fell (immediately vested); award value aligns with $149,443 stock award table line.
Attendance & Engagement
| Metric (FY 2024) | Count / Status |
|---|---|
| Board meetings | 13 |
| Audit Committee meetings | 5 |
| Compensation Committee meetings | 1 |
| Nominating & Governance meetings | 1 |
| Director attendance | Each director ≥75% of combined Board and committee meetings |
| Executive sessions of independent directors | 5 sessions (5 included meetings with independent auditors) |
Notes on Annual Meeting and Voting
- 2025 proposals include election of directors (including Fell) and approvals for increased authorized shares, equity plan share increase, potential stock offering under Nasdaq 5635(d), and a reverse stock split authorization; Board recommends FOR all proposals. Final voting results will be reported on Form 8-K after the meeting.