Jane Emerson
About Jane Emerson
Independent director of Biomerica since 2007, Dr. Jane Emerson is a physician–scientist and academic leader with deep clinical laboratory expertise. She holds an MD from the University of Virginia, completed a residency in Laboratory Medicine at Johns Hopkins, and earned a PhD in Physics from Brown (age 69 in FY2024 proxy) . At USC’s Keck School of Medicine she served as Vice Chair for Clinical Programs and Chief of Clinical Pathology since 2009 and was appointed Chair of the Department of Pathology and Laboratory Medicine effective March 1, 2025 . On October 7, 2025 she notified the Board she would not stand for re‑election at the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keck School of Medicine of USC | Chair, Dept. of Pathology & Laboratory Medicine | Mar 1, 2025 – present | Leads research, clinical care and education; expand digital pathology; faculty recruitment |
| Keck School of Medicine of USC | Vice Chair for Clinical Programs; Chief of Clinical Pathology | 2009 – 2025 | Oversight of clinical labs; regulatory and operational leadership |
| UC Irvine School of Medicine | Chief of Clinical Pathology; Vice Chair, Clinical Programs | 1994 – 2009; 2000 – 2009 | Academic and operational leadership in pathology and lab medicine |
External Roles
| Organization | Role | Public/Private/Academic | Notes |
|---|---|---|---|
| Keck School of Medicine of USC | Professor/Chair (see above) | Academic | Current chair appointment effective Mar 1, 2025 |
| Other public company boards | — | — | None disclosed in BMRA proxies |
Board Governance
| Governance Item | FY2024 | FY2025 |
|---|---|---|
| Committee assignments | Chair, Nominating & Governance; Member, Compensation; Member, Audit | Chair, Governance; Member, Compensation; Member, Audit (committee chair transitions post-FY: new Audit Chair appointed; Emerson remained member) |
| Independence | Independent director (Nasdaq/SEC criteria) | Independent director affirmed |
| Board/committee meetings | Board 8; Audit 7; Compensation 4; Nominating & Governance 4; all directors ≥75% attendance | Board 8; Audit 7; Compensation 4; Nominating & Governance 4; all directors ≥75% attendance |
| Board refresh signal | — | Announced she would not stand for re‑election at Dec 12, 2025 Annual Meeting |
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer | $45,000 | $45,000 |
| Committee chair stipend (Nominating & Governance) | $7,500 | $7,500 |
| Fees earned (Emerson actual) | $52,500 | $52,500 |
Performance Compensation
| Equity Component | FY2024 | FY2025 | Vesting/Structure |
|---|---|---|---|
| Equity awards (type; value) | Stock options; $85,210 | Restricted stock; $26,669 | Director equity typically time‑based; options “typically vest on the one‑year anniversary date of issuance” (director program) |
| Outstanding time‑based RS as disclosed | — | 10,625 RS scheduled to vest 12/13/2025 | Time‑based; not performance‑metric‑based |
| Performance metrics tied to director pay | None disclosed | None disclosed | No EPS/TSR/ESG conditions disclosed for director equity |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Emerson in BMRA proxies |
| Potential interlocks/conflicts | None disclosed; no related party transactions involving directors reported for FY2025; same for FY2024 |
Expertise & Qualifications
- Clinical laboratory operations/regulatory: Chief of Clinical Pathology (USC) and prior UCI leadership; expertise in clinical lab products and regulatory clearance for diagnostics .
- Academic credentials: MD (UVA), Residency in Laboratory Medicine (Johns Hopkins), PhD in Physics (Brown) .
- Board contribution: Long-tenured independent with governance chair experience; committee service across Audit and Compensation .
Equity Ownership
| As-of Date | Total Beneficial Ownership (shares) | % Outstanding | Options Exercisable within 60 days | Restricted Stock (unvested; schedule) |
|---|---|---|---|---|
| Oct 17, 2025 | 63,500 | 2.1% | 33,375 | 10,625 RS scheduled to vest 12/13/2025 |
| Sep 30, 2024 | 293,000 | 1.7% | 222,000 | — |
Policy note: BMRA’s insider trading policy prohibits short sales, margin accounts, pledging, or hedging transactions by directors/officers/employees .
Insider Transactions (recent)
| Date | Type | Detail | Source |
|---|---|---|---|
| 12/13/2024 | Equity grant (director program) | 10,625 restricted shares outstanding for Emerson, scheduled to vest 12/13/2025; FY2025 director equity value $26,669 | |
| 12/17/2024 | SEC filing reference | MarketBeat lists a Form 4 for “Emerson Jane (Reporting)” on 12/17/2024 (issuer BMRA) |
Note: Attempted to fetch Form 4 detail via insider-trades skill, but the data API returned unauthorized. The grant and vesting data above are taken from the definitive proxy and public filing index references .
Governance Assessment
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Strengths
- Independent director with 18 years of service, consistent ≥75% attendance, and leadership as Governance Committee Chair; deep clinical lab/regulatory expertise aligns with BMRA’s diagnostics focus .
- Balanced director compensation (modest cash; equity largely time‑based), with clear fee schedule and chair stipend; FY2025 shift from options to restricted stock reduces risk and emphasizes retention .
- No related‑party transactions or legal proceedings disclosed; robust insider trading policy banning pledging/hedging .
-
Watch items / signals
- Board refresh: Emerson informed the Board on Oct 7, 2025 she would not stand for re‑election, with committee chairs/membership rebalanced—an expected transition but a continuity consideration for Governance and technical oversight .
- Equity ownership recalibration due to capital structure changes (reverse split/authorized share actions across FY2024–FY2025); her absolute holdings declined vs FY2024 reporting, but continue to include time‑based equity (RS) and vested options .
-
RED FLAGS: None identified—no attendance issues, no related‑party transactions, no pledging/hedging, and no legal proceedings disclosed .
Appendix: Reference Meeting & Voting Context
- FY2024 Annual Meeting (Dec 13, 2024): Say‑on‑pay approved (4,613,080 For / 275,661 Against / 65,209 Abstain); director nominees (including Emerson) elected .