Vicki Wilson
Director at AMS
Board
About Vicki L. Wilson
Independent director elected in 2021; age 67. Current public-sector finance executive serving as Director, Finance & Administration and Chief Fiscal Officer for the Illinois Department of Transportation (since 2022), with prior CFO roles at the Illinois Department of Public Health (2017–2022) and Cook County Department of Homeland Security & Emergency Management (Mar–Oct 2017). Education: BA in Mathematics (Wesleyan University), MBA (Harvard Business School), and MPH in Health Care Administration (Yale University). Designated “financial expert” on AMS’s Audit Committee and meets NYSE American and Rule 10A‑3 independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Illinois Department of Transportation | Director, Finance & Administration; Chief Fiscal Officer | Since 2022 | State finance leadership; CFO oversight |
| State of Illinois Department of Public Health | Deputy Director for Finance & Administration; Chief Fiscal Officer | 2017–2022 | Financial management; budgeting |
| Cook County Dept. of Homeland Security & Emergency Management | Director of Financial Control | Mar–Oct 2017 | Financial control responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | Wilson’s biography lists no other public company directorships |
Board Governance
- Committees and roles in 2024: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Independence: Wilson is an independent director under NYSE American and Rule 10A‑3; Audit Committee members met applicable independence requirements .
- Attendance: Board held four regular meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting in person .
- Committee activity: Audit (4 meetings; chaired by Wilson), Compensation (2 meetings; chaired by Kelly), Nominating & Corporate Governance (1 meeting; chaired by Miles) .
- Board structure: Four directors; Executive Chairman (non‑independent) with a designated Lead Director (Kelly) to coordinate non‑management directors and preside over executive sessions (independent directors meet at least annually) .
| Committee | Role | Chair | Meetings (2024) | Independence/Expertise |
|---|---|---|---|---|
| Audit | Member | Vicki L. Wilson | 4 | Wilson is a “financial expert”; committee independent |
| Compensation | Member | Daniel G. Kelly, Jr. | 2 | Committee independent |
| Nominating & Corporate Governance | Member | Kathleen Miles | 1 | Committee independent |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (cash) | $50,000 (2024) | Paid in equal quarterly cash installments or eligible for deferral into RSUs under Deferral Election Program |
| Committee chair/member fees | Not disclosed | Proxy details only annual retainer; directors reimbursed for expenses; no meeting fees for employee directors |
| Meeting fees | Not disclosed | No payment for attendance by any director who is a full-time employee; non‑employee directors reimbursed expenses |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (initial director grant) | 2021 (upon election) | 3,000 | Not disclosed for director grants | Four equal annual installments; 2,250 vested; remaining 750 vest on Dec 28, 2025 | Time-based; no performance conditions disclosed |
| Options (director) | None in 2024 | — | — | — | — |
Equity grants to non‑employee directors were not made in 2024; program caps: initial options ≤10,000 and initial RSUs ≤3,000; annual options ≤3,000 and annual RSUs ≤1,000, if granted .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company boards listed in Wilson’s biography |
Expertise & Qualifications
- Financial leadership in state agencies (Transportation, Public Health) with CFO responsibilities; prior finance/risk management roles spanning public/private sectors, including healthcare .
- Educational credentials spanning mathematics, business, and healthcare administration; designated Audit Committee financial expert .
- Governance skills: finance, operations management, and corporate governance among board’s stated competencies; independent director .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 2,250 |
| Ownership % of class | <1% (based on 6,450,144 shares outstanding) |
| Vested RSUs | 2,250 (from initial 3,000 RSUs) |
| Unvested RSUs | 750 (vest on Dec 28, 2025) |
| Options held | None disclosed for Wilson |
| Shares pledged as collateral | None disclosed for Wilson; proxy notes no shares reported are pledged, subject to footnote exceptions not applicable to Wilson |
| Stock ownership guidelines | No formal stock ownership guidelines disclosed (executives); director guidelines not specified |
Governance Assessment
- Strengths: Independent director with deep public-sector CFO experience; Audit Committee Chair and SEC/NYSE‑qualified “financial expert,” supporting robust financial oversight . Attendance and engagement were adequate (≥75% meetings; all directors at annual meeting), bolstering board effectiveness . Hedging is prohibited under Insider Trading Policy, aligning with shareholder-friendly practices . Strong shareholder support for executive pay (97% say‑on‑pay approval in 2024), signaling investor confidence in governance framework .
- Considerations: Small board (four directors) elevates concentration risk, mitigated by an independent Lead Director and independent committee structure . No formal stock ownership guidelines disclosed (executives), and limited ongoing equity grants for directors may temper long‑term alignment; Wilson’s director equity is time‑based RSUs granted at election, with no performance conditions disclosed .
- Conflicts/Related‑party: No related‑party transactions involving Wilson disclosed; Audit Committee reviews any such items under Item 404(a) . No Section 16 filing issues noted for Wilson; late filings pertained to CEO Delanois (administrative error) .
Insider Trades (Section 16 Summary)
| Insider | Filing Type | Date | Note |
|---|---|---|---|
| Vicki L. Wilson | — | — | No late Section 16 filings noted for Wilson in 2024 per proxy |
| Gary Delanois | Form 3; Form 4 | Oct 31, 2024 | Filed late due to administrative error |
Related Policies and Protections
- Clawback: Executive compensation recoupment policy adopted Oct 2, 2024; compliant with SEC Rule 10D‑1 and NYSE American Section 811 (applies to executive officers) .
- Hedging: Prohibited for directors, officers, and employees (options, forwards, swaps, collars, etc.) .
- Change‑in‑control: Equity awards under the Incentive Compensation Plan may accelerate unless assumed/continued; administrator discretion to structure single/double‑trigger vesting .
RED FLAGS: None specific to Wilson disclosed (no related party transactions, no hedging/pledging). Structural risks include small board size and presence of non‑independent Executive Chairman; however, independent committees, Lead Director, and Wilson’s financial expertise mitigate oversight concerns .