Emily Gottschalk
About Emily Gottschalk
Independent director of Anixa Biosciences since October 2019, Emily Gottschalk is a consumer marketing executive with 30+ years of product development and commercialization experience. She is CEO of The Garr Group, Inc. (since 1997) and previously served as Marketing Director at Zany Brainy; she holds a degree from Cornell University’s School of Hotel Administration. As of the 2025 record date, she is 64 and serves alongside a majority-independent board; her biography highlights mass-market product creation and digital initiatives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Garr Group, Inc. | Chief Executive Officer | 1997–present | Founded and leads product development across mass, specialty, and online channels (produced 150M CDs/DVDs; AARP RealPad with Intel; private label brands) |
Previously: Marketing Director at Zany Brainy (launch phase) .
External Roles
- Serves on the board of several philanthropic organizations (specific entities not disclosed) .
Board Governance
- Independence: Classified as independent under SEC/Nasdaq rules (Board majority independent) .
- Committees and chairs:
- Audit Committee: Member; Chair—Lewis H. Titterton, Jr.; Titterton designated Audit Committee Financial Expert .
- Compensation Committee: Member; Chair—Lewis H. Titterton, Jr. .
- Nominating & Corporate Governance Committee: Member; Chair—Dr. Arnold Baskies .
- Lead Independent Director: Lewis H. Titterton, Jr.; independent directors hold executive sessions and meet with auditor without management .
- Attendance:
- FY2024: Board met 7 times—Gottschalk attended all; Audit met 6 times—each member attended ≥75% of eligible meetings; Compensation met 3 times—each member attended all; Nominating met 2 times—each member attended all .
- FY2023: Board met 3 times—each director attended all; Audit met 6 times—each member attended all; Compensation met 4 times—each member attended all; Nominating met 2 times—each member attended all .
| Committee/Board | FY 2023 Meetings | FY 2023 Attendance | FY 2024 Meetings | FY 2024 Attendance |
|---|---|---|---|---|
| Board | 3 | 100% | 7 | 100% |
| Audit | 6 | 100% | 6 | ≥75% |
| Compensation | 4 | 100% | 3 | 100% |
| Nominating | 2 | 100% | 2 | 100% |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer (cash) | $87,500 | $95,000 |
| Committee chair fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
| Total director compensation | $169,350 | $167,675 |
- Compensation program terms:
- 2023 program: Cash $90,000; 10-year option to purchase 25,000 shares at $4.19, vesting monthly over one year (grant date Jan 3, 2023) .
- 2024 program: Cash $95,000; 10-year option to purchase 25,000 shares at $2.37, vesting monthly over one year (approved Jan 12, 2024) .
Performance Compensation
| Grant Attribute | 2023 Grant | 2024 Grant |
|---|---|---|
| Grant date | January 3, 2023 | January 12, 2024 |
| Instrument | Nonqualified stock option (10-year term) | Nonqualified stock option (10-year term) |
| Shares granted | 25,000 | 25,000 |
| Exercise price | $4.19 | $2.37 |
| Vesting schedule | Monthly over one year | Monthly over one year |
| Grant-date fair value | $81,850 (individual) | $72,675 (individual) |
| Performance metrics tied to director pay | None disclosed |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed; within past five years, only Dr. Kumar, Dr. Baskies, and Mr. Titterton served on other public boards (not Gottschalk) |
| Prior public company boards (past 5 years) | None disclosed for Gottschalk |
| Private/non-profit boards | Several philanthropic organizations (names not disclosed) |
| Interlocks with ANIX competitors/suppliers/customers | None disclosed; no related-party transactions beyond executive compensation |
Expertise & Qualifications
- Consumer products executive; identifies “white space” opportunities and develops products across multiple distribution channels .
- Led large-scale media product manufacturing (150 million CDs/DVDs), device collaboration (AARP RealPad with Intel), and private label development .
- Cornell University School of Hotel Administration graduate .
- Independent director; member of Audit, Compensation, and Nominating committees .
Equity Ownership
| Metric | Record Date FY 2024 | Record Date FY 2025 |
|---|---|---|
| Beneficial ownership (shares) | 279,832 | 304,832 |
| Ownership as % of shares outstanding | <1% | <1% |
| Options exercisable within 60 days (2010 Plan) | 0 | 0 |
| Options exercisable within 60 days (2018 Plan) | 234,167 | 259,167 |
| Metric | FY 2023 (10/31/2023) | FY 2024 (10/31/2024) |
|---|---|---|
| Unexercised options outstanding (count) | 230,000 | 255,000 |
Section 16(a) compliance: Company reports all required filings were timely in FY2023 and FY2024 .
Say-On-Pay & Shareholder Feedback
| Vote Item (2025 Annual Meeting) | Result |
|---|---|
| Emily Gottschalk director election | For: 9,933,900; Withheld: 215,838; Broker non-votes: 10,541,515 |
| Advisory vote on executive compensation (Say‑on‑Pay) | For: 6,614,575; Against: 3,364,480; Abstain: 170,683; Broker non-votes: 10,541,515 |
| Frequency of Say‑on‑Pay | 1 Year: 8,735,450; 2 Years: 168,766; 3 Years: 1,058,421; Abstain: 187,101; Broker non-votes: 10,541,515 |
Governance Assessment
- Independence and committee breadth: Gottschalk is independent and serves on all three key committees (Audit, Compensation, Nominating), indicating broad governance engagement without chair responsibilities; chairs are Titterton (Audit/Compensation) and Baskies (Nominating) .
- Attendance: Strong engagement—100% Board attendance in FY2023 and FY2024; full committee attendance in FY2023; at least 75% Audit attendance in FY2024 alongside full attendance in Compensation and Nominating .
- Director pay mix and alignment: Cash retainer increased from $87,500 to $95,000; annual equity is time-based options vesting monthly over one year (no performance conditions), with lower grant-date fair value in FY2024 vs FY2023 ($72,675 vs $81,850) .
- Ownership: Beneficial stake <1%; substantial option holdings, with options exercisable within 60 days rising from 234,167 to 259,167 (2018 Plan) and unexercised options outstanding increasing to 255,000 by FY2024—shows equity linkage but low outright share ownership .
- Related-party and conflicts: No related-party transactions disclosed beyond executive compensation; no family relationships; no material legal proceedings—low conflict exposure .
- Compensation committee practices: Committee is fully independent, meets at least twice annually, and can retain compensation consultants (independence of advisers not required); pre‑revenue model uses qualitative progress metrics rather than single financial targets .
- Shareholder sentiment: Re-election support for Gottschalk was strong; Say-on-Pay approval passed but with notable “against” votes; shareholders opted for annual Say-on-Pay frequency .
- RED FLAGS and watch items:
- No hedging policy restrictions—company states it does not have practices/policies limiting hedging for employees/directors, which can reduce alignment with long-term shareholders .
- No formal written related-person transaction approval policy (Board reviews as governance practice), a lighter control versus formalized policies .