Emily Humble
About Emily Humble
Emily Humble is a Founder of ECD Automotive Design and currently serves as Chief Production Officer and Head of Client Services; she is also a Class III director on ECD’s board. She holds a BA in Ballet Education from The Royal Academy of Dance (London) and a PGCE in Post-Compulsory Education from the University of Wolverhampton; she returned full-time to ECD in 2020 after founding and scaling a performing arts academy in Orlando to 400+ students within three years . Age at the time of the 2024 proxy was 38; board classification places her current director term through the 2026 annual meeting . Performance context: revenues grew from FY2022–FY2024 while EBITDA remained negative; bonus metrics are discretionary and may consider revenue and profitability, indicating alignment to topline and earnings outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dance Station Orlando | Founder; led development of new performing arts establishments | 2013; returned to ECD full-time in 2020 | Recruited 400+ students in first 3 years; built client service and leadership skills relevant to ECD’s production and QC initiatives |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed | — | — | No external public-company directorships or roles disclosed |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2021 | 40,000 | 2021 compensation disclosed in summary table |
| 2022 | 80,000 | Bonus paid: 10,400; Other comp: 4,000 |
| 2023 | 130,000 (pre-Business Combination) / 320,000 (post) | Other comp: 5,000; Bonus “—” to be determined at Board discretion |
- Benefits/perquisites: automobile allowance $2,000/month; full premiums for healthcare/vision/dental including spouse coverage; participation in 401(k) (Company match: 100% of first 3% and 50% of next 2%) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue | Discretionary | Not disclosed | Not disclosed | Bonus determined at Board discretion; 2023 shows “—” | Not disclosed |
| Profitability | Discretionary | Not disclosed | Not disclosed | Bonus determined at Board discretion | Not disclosed |
- Equity plan framework allows grants of options, RSUs, performance awards; committee holds authority to accelerate vesting, including upon change of control; annual individual cap generally 100,000 shares; plan initially 400,000 shares, later expanded by shareholder vote (see below) .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Emily Humble | 12,240,000 | 38.4% |
- Vested vs. unvested breakdown: not disclosed.
- Options (exercisable vs. unexercisable) and in-the-money value: not disclosed.
- Pledging/hedging: Company insider trading policy prohibits short sales, publicly traded options transactions, hedging (e.g., collars/forwards), and margin purchases; no specific disclosure of pledged shares for Emily .
- Lock-up: Insiders were required to execute a lock-up restricting sales until six months after effectiveness of the registration statement linked to the December 2023 convertible note—implications for historical selling pressure control .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment agreement for Emily Humble is filed as Exhibit 10.23; terms summarized in filings |
| Duration | Two-year term, automatically renews for successive one-year periods |
| Compensation elements | Base salary (see Fixed Compensation); discretionary annual/quarterly bonus tied to revenue, profitability, and other Board-determined factors; $2,000/month auto allowance; full healthcare premiums incl. spouse; 401(k) participation |
| Severance | Not specifically disclosed in proxy narrative; see Exhibit 10.23 for full terms |
| Change-of-control | Equity plan permits vesting acceleration upon change of control at committee discretion; individual agreement terms not disclosed in proxy narrative |
| Non-compete / non-solicit / garden leave | Not disclosed in proxy narrative; see Exhibit 10.23 |
| Clawback | Company adopted clawback policy consistent with Nasdaq/Exchange Act Section 10D |
Board Governance
- Board service history: Class III director; term through 2026 annual meeting .
- Committee roles: Audit, Compensation, and Nominating committees comprised solely of independent directors; Emily is not identified as serving on these committees .
- Independence: Independent directors are Thomas Wood, Robert Machinist, and Patrick Lavelle; Emily is not classified as independent .
- Attendance: Each director attended at least 75% of aggregate board and applicable committee meetings in the last fiscal year .
- Dual-role implications: Emily’s executive status plus board seat may reduce independence in oversight; family relationships disclosed (Emily married to Thomas Humble; Thomas and Elliot are brothers), which can elevate related-party and governance scrutiny .
Director Compensation
- Non-employee directors receive $12,500 per quarterly meeting (max $50,000/year) plus a one-time option grant up to 15,000 shares at 110% of closing price at closing date; employee directors are not covered by the non-employee director plan .
Related Party Transactions and Governance Red Flags
- Transportation services: Overland Auto Transport/Luxury Automotive Transport (owned by Ashley Humble, Thomas’s father) provided services; payments of $247,193 (2022) and $196,425 (2023); agreement formalized Sept 27, 2023; Thomas and Elliot are directors of TransportCo (no comp) .
- Wallace USA administrative services: payments of $51,996 in 2022; owned by CEO Scott Wallace and spouse .
- Convertible notes and share issuances: Complex capital structure with convertible notes, warrants, and exchange agreements; board/stockholder approvals for equity plan expansions and share issuance caps under Nasdaq rules .
Company Performance During Tenure
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 9,617,929* | 19,492,606* | 25,165,733 |
| EBITDA ($) | -2,545,916* | -1,314,736* | -2,493,373* |
- YoY revenue growth: FY2022→FY2023 ≈ +102.7%*; FY2023→FY2024 ≈ +29.1% .
- EBITDA remained negative across FY2022–FY2024, signaling ongoing profitability challenges despite revenue expansion*.
- Values retrieved from S&P Global.
*Values retrieved from S&P Global.
Shareholder Votes Indicative of Compensation Program Scale
- 2024 Annual Meeting: Incentive Plan Amendment to increase plan shares from 400,000 to 2,500,000 approved (FOR 21,133,480; 99.06% of votes present) .
- 2025 Annual Meeting: Further Incentive Plan Amendment to 15,000,000 shares approved (FOR 24,999,256; 98.28% of votes present); reverse stock split authority up to 1:200 approved; share issuances under Nasdaq Rule 5635 approved .
Investment Implications
- Alignment and control: Emily’s 38.4% beneficial ownership creates strong alignment but concentrates control; liquidity events by insiders could materially impact float and price .
- Compensation levers: Discretionary bonuses tied to revenue/profit provide directional pay-for-performance linkage, but absence of disclosed targets/weights and the significant expansion of equity plan capacity raises dilution and incentive-distribution risk .
- Retention vs. governance risk: Dual executive/director role and family relationships elevate related-party scrutiny; formalized RPTs and prohibitions on hedging/margin reduce some risk, but committee independence is relied upon for oversight .
- Execution track record: Strong revenue growth through FY2024 contrasts with persistent negative EBITDA; comp metrics referencing profitability heighten scrutiny on margin improvement to justify incentive payouts .
- Trading signals: Reverse-split authority and equity plan scale-up suggest ongoing capital structure management and potential future supply; monitor insider Form 4s and award disclosures for vesting/selling pressure .
Key follow-ups: review Exhibit 10.23 for severance/change-of-control specifics; monitor compensation committee decisions for FY2025–FY2026 metric targets/weights; track Form 4 filings for vesting/sales cadence and potential pledging disclosures. **[1922858_0001213900-25-032218_ea0235351-10k_ecdaut.htm:132]**