Amy Emerson
About Amy Emerson
Dr. Amy N. Emerson is an independent director (Class III) of Educational Development Corporation (EDUC), age 50, serving on the board since 2024. She is a pediatrician specializing in developmental behavior, a consultant to several non-profits, Director of Hope-Driven Parenting (an initiative of Hope Rising Oklahoma), and currently serves via gubernatorial appointment on the board of Oklahoma’s Office of Juvenile Affairs. She was nominated for a Class III term ending at the 2028 annual meeting and received strong shareholder support in her 2025 election.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medical practice (Pediatrics) | Pediatrician specializing in developmental behavior | Not disclosed | Clinical expertise relevant to youth development |
| Various non-profits | Consultant | Not disclosed | Community engagement and program development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hope-Driven Parenting (Hope Rising Oklahoma) | Director | Present | Non-profit initiative leadership |
| Oklahoma Office of Juvenile Affairs | Board member (gubernatorial appointment) | Present | Public sector governance in juvenile justice |
Board Governance
- Independence and roles: The Board determined Dr. Emerson is independent under NASDAQ rules. She serves on the Audit, Compensation, and Nominating & Corporate Governance Committees (all committees composed entirely of independent directors). Brad V. Stoots chairs Audit and Nominating; Compensation is composed of Neal, Emerson, and Stoots.
- Board leadership and oversight: The CEO (Craig M. White) also serves as Chair; the Board appointed Stoots as Lead Independent Director and holds executive sessions without management at each in‑person meeting, supporting independent oversight.
- Board/committee activity: In FY2025 the Board held 4 meetings; Audit held 4, Compensation held 1, and Nominating held 1. All three independent directors attended the annual meeting.
- Director terms: Emerson is Class III and was nominated in 2025 to a term expiring at the 2028 annual meeting.
| Committee | Members | Chair | FY2025 Meetings |
|---|---|---|---|
| Audit | Neal, Emerson, Stoots | Stoots | 4 |
| Compensation | Neal, Emerson, Stoots | Not disclosed | 1 |
| Nominating & Corporate Governance | Neal, Emerson, Stoots | Stoots | 1 |
Shareholder Vote – Emerson Election (2025)
| Nominee | For | Against | Withheld | Broker Non‑Votes |
|---|---|---|---|---|
| Dr. Amy N. Emerson | 5,074,815 | 0 | 89,861 | 1,360,847 |
Fixed Compensation
- Standard director fees: $400 per Board meeting attended; $150 per committee meeting attended.
- FY2025 director compensation (Emerson): $1,200 cash fees; $4,080 stock awards; $5,280 total; no options, non‑equity incentive, deferred comp, or other comp.
| Metric | FY2025 ($) |
|---|---|
| Fees earned or paid in cash | 1,200 |
| Stock awards | 4,080 |
| Option awards | – |
| Non‑equity incentive comp | – |
| Nonqualified deferred comp earnings | – |
| All other compensation | – |
| Total | 5,280 |
Performance Compensation
- Equity grants and structure: In FY2025, the Board granted a total of 6,000 shares of common stock, or 2,000 per Director; Emerson’s grant fair value was $4,080. The company discloses no formal equity grant policy for directors, and no performance metrics or vesting schedule were specified for director grants.
| Award Type | Grant Date | Shares | Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Common stock grant | Not disclosed | 2,000 | 4,080 | Not disclosed | None disclosed |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Emerson. Her biography lists non‑profit and public sector roles only.
- Committee interlocks: During FY2025, no Compensation Committee member was an officer/employee, and the company reported no interlocks with other companies’ boards/compensation committees.
| Category | Detail |
|---|---|
| Other public company boards | None disclosed |
| Compensation committee interlocks | None; no insider participation |
Expertise & Qualifications
- Developmental pediatrics expertise and non‑profit consulting background, with current governance role in juvenile justice—bringing youth development, community program, and public sector oversight perspectives to EDUC’s board.
- Audit Committee financial expert is Stoots (not Emerson); supports appropriate committee skill mix.
- Independent director with broad civic engagement; contributes to board diversity and independence.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | As of |
|---|---|---|---|
| Dr. Amy N. Emerson | 2,000 | <1% | May 12, 2025 |
| Common shares outstanding | 8,583,201 | – | Record date May 12, 2025 |
- Section 16(a) compliance: The company reported all Section 16(a) filings were timely during/with respect to FY2024.
Governance Assessment
- Positive signals: Emerson’s independence and service across all three key committees strengthens oversight; the Board maintains executive sessions and a Lead Independent Director, balancing the CEO/Chair combination. Her 2025 election received very strong support (5.07M “For”), indicating investor confidence.
- Alignment: Modest cash fees plus annual equity grants support alignment without excessive guaranteed pay; FY2025 director grant of 2,000 shares and total $5,280 comp suggest conservative board pay practices for a micro‑cap issuer.
- Attendance/engagement: Board met 4 times; committee work was active (Audit 4; Comp 1; Nominating 1), and all independent directors attended the annual meeting, indicating engagement.
- Shareholder feedback: 2024 Say‑on‑Pay passed comfortably (5,066,150 For vs. 50,516 Against), suggesting general support for compensation practices overseen by these committees.
- Red flags/cautions: CEO also serves as Chair, a governance concentration risk—though mitigated by a Lead Independent Director and regular executive sessions. Emerson’s personal stake is small (<1%), typical for outside directors but offers limited “skin in the game” compared to insiders. No related‑party issues or committee interlocks were disclosed.