Emma S. Battle
About Emma S. Battle
Independent director since 2020; age 64. President and CEO of Market Vigor, LLC (founded 2003) and since 2017 President and CEO of Higher Ed Works; prior roles include VP, Client Success at Windsor Circle (2015–2017) and senior marketing roles at Red Hat and Sara Lee Branded Apparel (Hanesbrands). Core credentials are in e‑commerce, digital technology, sales and marketing, with stated commitments to sustainability and social responsibility .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Market Vigor, LLC | President & CEO | Since 2003 | Founder/operator of business services company |
| Higher Ed Works | President & CEO | Since 2017 | Nonpartisan public charity leadership |
| Windsor Circle | VP, Client Success | 2015–2017 | E-commerce marketing execution |
| Red Hat | Executive/senior marketing | Not disclosed | Technology marketing experience |
| Sara Lee Branded Apparel (Hanesbrands) | Executive/senior marketing | Not disclosed | Consumer brand marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unifi, Inc. (UFI) | Director | Since 2021 | Public company board |
| Nu Skin Enterprises, Inc. (NUS) | Director | Since 2021 | Public company board |
| Primo Water Corporation (PRMW) | Director | 2019–2020 | Prior public board |
| Elon University Love School of Business | Board of Advisors | Not disclosed | Advisory board member |
| Frank Porter Graham Child Development Institute | Executive Leadership Board | Not disclosed | Leadership board member |
| Southeastern Wind Coalition | Board member | 2018–2021 | Non-profit/industry org |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Board determined Ms. Battle is independent under NASDAQ rules |
| Board committees | Audit Committee member (committee chaired by Kristina Cashman); OCN Committee not a member |
| Committee chair roles | None (Audit Committee chaired by Cashman; OCN chaired by Wampler) |
| Board meetings (FY2024) | Board met 4 times; each director attended at least 75% of Board and committee meetings; all eight directors attended the annual meeting |
| Audit Committee meetings | 6 times in FY2024; 8 times in FY2023 |
| OCN Committee meetings | 3 times in FY2024; 4 times in FY2023 |
| Lead Independent Director | William C. Warden, Jr.; role includes agenda involvement, liaison duties, and presiding in executive sessions |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 55,000 | 55,000 |
| Annual director retainer policy | $55,000 base; +$15,000 Lead Independent Director; +$10,000 Audit Chair; +$5,000 OCN Chair |
Performance Compensation
| Equity Vehicle | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock (annual grant) | March 8, 2023 | 2,159 | $18.52/share (total ~$39,985) | Vests March 8, 2024 |
| Restricted stock (annual grant) | March 6, 2024 | 2,587 | $15.46/share (total ~$39,995) | Vests March 6, 2025 |
- No option awards or performance share units disclosed for directors; director equity is time-vested restricted stock under the 2021 Stock Incentive Plan .
- Stock ownership guidelines: non-employee directors must hold stock valued at least five times prior-year retainer and fees; all non-employee directors were in compliance at fiscal year-end 2024 (and 2023) .
Performance Metrics Tied to Director Compensation
| Metric Type | FY2023 | FY2024 |
|---|---|---|
| Quantitative targets (e.g., revenue, EBITDA, TSR) | None disclosed | None disclosed |
| Time-based vesting | Yes | Yes |
Other Directorships & Interlocks
| Company | Ticker | Role | Overlap/Notes |
|---|---|---|---|
| Unifi, Inc. | UFI | Director | Current since 2021 |
| Nu Skin Enterprises, Inc. | NUS | Director | Current since 2021 |
| Primo Water Corporation | PRMW | Director | Former (2019–2020) |
No related-party transactions disclosed involving Ms. Battle; the proxy details related-party employment and investments unrelated to her (e.g., family employment for other directors and a fund investment affiliated with a 5% holder) and sets out the Board’s policy and OCN/Audit Committee oversight of such matters .
Expertise & Qualifications
- E‑commerce, digital technology, sales and marketing leadership experience (Market Vigor; Windsor Circle; Red Hat; Hanesbrands) .
- Governance exposure across consumer and industrial companies (UFI, NUS; prior PRMW) .
- Community and academic advisory roles signal stakeholder engagement (Elon; Frank Porter Graham Institute; Southeastern Wind Coalition) .
Equity Ownership
| As-of Date | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| January 18, 2024 | 5,720 | <1% | As reported in 2024 proxy |
| January 23, 2025 | 8,307 | <1% | As reported in 2025 proxy |
- Director stock ownership guidelines compliance: all non-employee directors in compliance as of FY2024 year-end .
- Shares pledged/hedged: not disclosed in proxy; related-party transaction policy governs transactions and pre-approves certain director-related situations (e.g., if serving only as director of another company) .
Governance Assessment
- Independence and committee role: Independent director with Audit Committee membership; not designated as an “audit committee financial expert” (designation given to Cashman, Belk, and McDowell), which shapes committee expertise balance .
- Attendance and engagement: Board met 4 times in FY2024 and the Audit Committee met 6 times; all directors, including Ms. Battle, met at least the 75% attendance threshold and attended the annual meeting—supportive of engagement .
- Ownership alignment: Beneficial ownership increased from 5,720 to 8,307 shares YoY; compliance with stringent 5x retainer stock ownership guideline supports alignment, with ongoing time-vested grants reinforcing long-term focus .
- Compensation structure: Stable director pay mix (cash retainer plus time-vested restricted stock; no options or performance awards), consistent with small-cap governance norms and minimizing pay-for-performance distortions for directors .
- Conflicts/related-party exposure: No Battle-specific related-party transactions disclosed; Board maintains formal policies and committee oversight of related-party matters, with examples involving other directors and a 5% holder—no red flags identified for Ms. Battle .
- Risk oversight context: Presence of Lead Independent Director and clear committee mandates (Audit oversight of financial controls/cyber; OCN oversight of compensation and human capital) provide framework for board effectiveness in which Ms. Battle participates via Audit Committee .
RED FLAGS
- None disclosed specific to Ms. Battle in the latest proxy (no attendance issues, no related-party transactions involving her, no hedging/pledging disclosures) .
Additional Governance Policies
- Clawback policy updated October 2023 for executive incentive compensation (non-fault recovery on restatements per NASDAQ rules); while targeted to executives, it reflects governance rigor of the board under which directors, including Ms. Battle, serve .