Heather Cobb
About Heather Cobb
Heather N. Cobb, age 49, is Chief Sales & Marketing Officer (CSMO) at Educational Development Corporation (EDC) since 2018; she previously served as Vice President – UBAM (2014–2018) and National Sales Manager – UBAM (2011–2014). Prior to joining EDC, she worked in the non-profit sector in health and the arts . Company performance context during her recent tenure includes net income of $(5.26) million in FY2025, $0.55 million in FY2024, and $(2.50) million in FY2023, with the “value of $100 investment” TSR measure at $39.40 (FY2025), $23.35 (FY2024), and $26.78 (FY2023) . EDC’s short-term incentive (STI) metrics emphasize pre-tax profitability (Return on Sales), revenue growth, and individual performance, and no STI payments were awarded for FY2024 or FY2025 due to not meeting minimum profitability thresholds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Educational Development Corporation | Chief Sales & Marketing Officer | 2018–present | Not disclosed in proxy |
| Educational Development Corporation | Vice President – UBAM | 2014–2018 | Not disclosed in proxy |
| Educational Development Corporation | National Sales Manager – UBAM | 2011–2014 | Not disclosed in proxy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or roles disclosed in latest DEF 14A |
Fixed Compensation
Multi‑year summary compensation (SCT) entries for Ms. Cobb:
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 220,000 | 228,500 | 220,000 |
| Bonus ($) | 0 | 0 | 0 |
| Stock Awards ($) | 0 | 0 | 0 |
| Option Awards ($) | 0 | 0 | 0 |
| All Other Compensation ($) | 10,800 | 12,300 | 11,300 |
| Total ($) | 230,800 | 240,800 | 231,300 |
Notes:
- “All other compensation” primarily reflects the company 401(k) match .
- Per pay-versus-performance disclosure, no STI payments were made for FY2024 and FY2025 after failing to meet minimum profitability thresholds .
Performance Compensation
Short‑Term Incentive (STI) Plan (cash)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Pre-tax profitability (Return on Sales) | 60% | Company-set (not disclosed) | Below threshold in FY2024 and FY2025 | 0 for FY2024 and FY2025 | Paid post‑audit upon Committee approval |
| Revenue growth | 25% | Company-set (not disclosed) | Not separately disclosed | See above | See above |
| Individual performance | 15% | Company-set (not disclosed) | Not separately disclosed | See above | See above |
STI begins accruing once thresholds are exceeded; each metric has a cap .
Long‑Term Incentive (LTI) Plans (restricted stock, five‑year cliff vest)
| Plan | Performance Metric | Target(s) | Plan Outcome | Vesting | Change‑of‑Control |
|---|---|---|---|---|---|
| 2019 LTI (600k shares) | Net Revenues | Awards at $100m, $112.5m–$130m, $146.25m–$160m (full at $160m) | Company exceeded $160m in FY2021; full 600k shares issued | 5‑year cliff; grants “considered granted” after audit; voting/dividend rights; dividend shares subject to same restrictions | All restricted stock vests upon change in control (majority acquisition) |
| 2022 LTI (300k shares) | Net Revenues | Four tiers: $225m → $300m (full at $300m; interpolation between tiers) | No shares granted in FY2023–FY2025 | 5‑year cliff; similar mechanics | All restricted stock vests upon change in control |
Outstanding equity status:
- As of FY2023, each NEO (including Ms. Cobb) had 41,750 unearned (unvested) restricted shares outstanding .
- As of FY2025, no unvested awards remained outstanding for Ms. Cobb (or other NEOs) , and “as of February 28, 2025 all outstanding shares were vested” .
Equity Ownership & Alignment
| As‑of Date | Shares Beneficially Owned | Ownership % | Unvested RS/PSUs | Options (Exercisable / Unexercisable) | Notes |
|---|---|---|---|---|---|
| May 12, 2025 | 159,396 | 1.9% | 0 | 0 / 0 | 8,583,201 shares outstanding on record date |
| May 2, 2023 | 126,454 | 1.5% | 41,750 unearned shares | 0 / 0 | 8,575,088 shares outstanding on record date |
- Stock ownership guidelines and pledging/anti‑hedging policies were not disclosed in the cited proxy sections; the company maintains a clawback policy effective December 1, 2023, applicable to executive officers .
Employment Terms
- Individual employment agreement, severance multiple, and non‑compete terms specific to Ms. Cobb are not disclosed in the cited proxy sections .
- LTI plan terms include single‑trigger change‑of‑control acceleration for restricted stock (full vesting upon acquisition of a majority of outstanding shares) .
- Clawback policy (adopted Dec 1, 2023): applies to current and former executive officers; recovery of incentive‑based compensation tied to financial reporting measures in the event of an accounting restatement, covering the three completed fiscal years prior to the restatement trigger; recovery methods include repayment, cancelling awards, and offsetting future pay; no indemnification is permitted .
Performance Context (Company-Level)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Net Income (Loss) ($) | (2,504,900) | 546,400 | (5,263,600) |
| Value of $100 Investment (TSR Table) ($) | 26.78 | 23.35 | 39.40 |
Additional recent operating color: in Q1 FY2026, management cited decreased sales YoY due to lower average active brand partners and promotional activity to meet lender requirements; loss before taxes improved vs prior year; inventories and line of credit were reduced sequentially .
Compensation Structure Analysis
- Mix shift and at‑risk pay: No STI payout in FY2024 and FY2025 and no new equity grants in FY2023–FY2025 (under 2022 LTI), indicating a predominantly fixed (salary) mix recently and adherence to profitability gates for incentives .
- Vesting/selling pressure: 2019/2021 restricted shares carried five‑year cliff vesting; FY2023 showed 41,750 unearned shares for Ms. Cobb, with all awards fully vested by FY2025 and no unvested awards outstanding as of FY2025, reducing near‑term vest‑driven selling catalysts .
- Alignment: Ms. Cobb beneficially owns 159,396 shares (1.9%), providing meaningful equity exposure for a CSMO at EDC .
- Governance safeguards: A Dodd-Frank compliant clawback policy covers executive officers and allows recovery of incentive-based compensation after restatements (no indemnification) .
Investment Implications
- Pay-for-performance discipline: With STI tied 60% to pre‑tax profitability and no payouts in FY2024/FY2025, cash incentives are aligned and withheld when thresholds are not met; no recent LTI grants further constrains dilution and pay inflation risk in down cycles .
- Ownership alignment vs. overhang: Ms. Cobb’s 1.9% stake aligns incentives; absence of unvested equity as of FY2025 suggests limited near‑term vest‑related selling pressure, though any trading activity should be monitored via Form 4 filings .
- Change‑of‑control economics: Single‑trigger vesting on restricted stock could amplify realized value for management (including Ms. Cobb) in a sale scenario, modestly increasing deal‑closing incentives .
- Execution risk: Company operating headwinds (partner count declines and promotional activity) elevate execution risk for sales/marketing; the STI structure and clawback mitigate some governance risk but underscore the challenge to earn variable comp without profit recovery .