Pamela DonAroma
About Pamela DonAroma
Pamela DonAroma, age 69, has served as an independent director of Edible Garden AG Incorporated since April 2023. She is Chief Executive Officer and President of Futures Inc., a Connecticut non-profit she has led since its inception in 1989, with responsibilities spanning communications, development, HR, compliance, accreditation, and financial operations; she is also certified as a Master Gardener. Notably, she is the aunt of CEO James E. Kras—a family relationship disclosed by the company—yet is classified as independent under Nasdaq listing standards. The Board regularly holds executive sessions of independent directors led by the lead independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Futures Inc. (non-profit) | Chief Executive Officer & President | 1989–present | Leads communications, development, HR, compliance, accreditation, and financial operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Government-appointed boards (Connecticut) | Member | Not disclosed | Company cites service on government-appointed boards in Connecticut |
Board Governance
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Independence and structure
- Independent directors: Pamela DonAroma, Mathew McConnell, Ryan Rogers (CEO Kras is not independent). Lead Independent Director: Mathew McConnell; executive sessions of independent directors are conducted regularly.
- Board meetings in 2024: 9; all directors attended at least 75% of aggregate Board and committee meetings.
-
Committee assignments and chair roles (2024)
- Audit Committee: Members — DonAroma, McConnell (Chair, Audit Committee Financial Expert), Rogers; Meetings — 4.
- Compensation Committee: Members — DonAroma, Rogers (Chair), McConnell; Meetings — 4.
- Nominating & Governance Committee: Members — DonAroma (Chair), Rogers, McConnell; Meetings — 1.
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Annual cash retainer (policy) | Up to $75,000 | Non-employee director cash retainer policy |
| Fees earned (Pamela DonAroma) | $74,988 | Reported director fees for FY2024 |
Performance Compensation
| Component | 2025 (subject to shareholder approval) | Notes |
|---|---|---|
| Restricted Stock Award (DonAroma) | $75,000 grant date fair value | Part of annual director compensation under 2025 Officer & Director Equity Incentive Plan (the “2025 Plan”), if approved |
| Non-employee director annual award limit | $350,000 cap including cash + equity | Limit resides in 2025 Plan |
| Options usage (historical policy) | Historically not granted to officers/directors | Company has not historically used options for directors |
Performance metrics tied to director compensation: Not disclosed in the proxy; the 2025 Plan allows the committee to establish vesting conditions and performance objectives generally, but no specific director performance metrics are cited for the $75k restricted stock awards.
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Other public company boards | None disclosed | — | DonAroma’s biography lists Futures Inc. and government boards; no public company directorships disclosed |
| Interlocks/relationships | Edible Garden AG Incorporated | Aunt of CEO James E. Kras | Family relationship disclosed; potential governance conflict risk |
Expertise & Qualifications
- Long-tenured chief executive of a mission-driven non-profit, with comprehensive operational oversight (finance, compliance, HR).
- Certification as a Master Gardener; sector-relevant perspective for horticulture-focused operations.
- Governance roles include Chair of Nominating & Governance Committee and membership on Audit and Compensation Committees; not designated as the audit committee financial expert.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Shares Outstanding |
|---|---|---|
| Pamela DonAroma | 2 | <1% (company denotes “*” less than 1%) |
- Shares outstanding used for beneficial ownership table: 2,828,661 common shares as of June 30, 2025.
- Pledging/hedging: Not disclosed. —
- Ownership guidelines for directors: Not disclosed. —
Governance Assessment
- Independence vs. family ties — RED FLAG: DonAroma is identified as independent under Nasdaq rules but is the aunt of CEO/Chair James Kras, creating potential conflicts in oversight of CEO performance, succession, and nominations—particularly salient given she chairs Nominating & Governance. Strong audit committee and related-party review policies partially mitigate but do not eliminate perception and conflict risk.
- Ownership alignment — RED FLAG: Beneficial ownership of 2 shares (<1%) signals limited economic alignment; forthcoming equity grants ($75k restricted stock) may modestly improve alignment, subject to plan approval.
- Engagement and effectiveness: Attendance threshold met (≥75%); committee service spans Audit, Compensation, and chairs Nominating & Governance—indicating broad governance engagement. Lead independent director structure and regular executive sessions support board independence practices.
- Compensation structure signals: 2024 director pay was cash-only; 2025 plan introduces equity grants for directors, with a reasonable annual cap ($350k). Company historically has not used options for directors, reducing risk of repricing optics. No director performance metrics disclosed for equity awards, limiting pay-for-performance linkage.
- Related-party oversight: Audit committee explicitly oversees related-person transactions under a formal policy requiring pre-approval and arm’s-length evaluation; continued vigilance is warranted given family relationships and financing history.
Monitoring recommendations for investors:
- Track outcomes of the 2025 Plan approval and subsequent director equity grants to assess changes in alignment.
- Review future proxies and 8-Ks for any related-party transactions, recusal practices, and committee processes involving DonAroma where the CEO/Chair is implicated.
- Evaluate board refreshment and independence safeguards, given the nom/gov chair’s familial tie to management.