Vicky C. Teherani
About Vicky C. Teherani
Vicky C. Teherani (age 68) is standing for initial nomination as an independent director of Envela Corporation (ELA). She has served as Chief Financial Officer of PAJ Inc., a privately held global jewelry manufacturing company, since fiscal 2016; previously, she was Vice President and Treasurer of A.H. Belo Corp. She is a Certified Public Accountant (CPA) and holds both a BBA and MBA from The University of Texas at Arlington. Tenure on Envela’s board would begin upon election at the June 25, 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.H. Belo Corp. | Vice President & Treasurer | Not disclosed | Corporate treasury, finance leadership (media company background) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PAJ Inc. (private) | Chief Financial Officer | Since fiscal 2016 | Dallas-headquartered global jewelry manufacturer; sector overlap with Envela consumer segment |
Board Governance
- Independence and nomination: Teherani is nominated as an independent director, first-time nominee for the 2025 election.
- Board leadership and structure: The Chairman must be the CEO per bylaws; currently CEO/Chairman is John R. Loftus. Lead Independent Director role exists (since 2014) and is held by Jim R. Ruth.
- Committees and chairs (current, pre-election): Audit Committee chaired by Alexandra C. Griffin (audit committee financial expert); members Griffin, Ruth, Schepp. Compensation Committee chaired by Richard D. Schepp. Compliance, Governance & Nominating Committee chaired by Jim R. Ruth. (Committee composition may be refreshed after the annual meeting.)
- Board and committee activity/attendance (FY2024): Board met 4 times; Audit met 4 times; Compensation met 4 times; Compliance/Governance/Nominating met 4 times. All current members attended board meetings and the 2024 annual meeting; Teherani was not yet on the board in FY2024.
- Codes and policies: Code of Business Conduct and Ethics; explicit Anti-Hedging Policy prohibits directors, executives, employees from hedging/shorting Envela securities.
- Related-party transactions: No material related-party transactions in fiscal 2024 or 2023.
- Controlled company risk: Envela is effectively controlled (N10TR and Eduro under common control of CEO/Chairman John R. Loftus), which may reduce governance protections typical of fully independent boards.
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Independent Director cash retainer | $10,000 | Annual (paid $2,500 quarterly) | Approved since Jan 2017; no other forms of director compensation disclosed |
| Committee membership/Chair fees | Not disclosed | — | No additional director fees disclosed beyond the retainer |
| Meeting fees | Not disclosed | — | Company policy emphasizes attendance; fees not disclosed |
Example FY2024 director pay (illustrative of structure):
| Director | Cash Fees ($) | Total ($) |
|---|---|---|
| Alexandra C. Griffin | 10,000 | 10,000 |
| Jim R. Ruth | 10,000 | 10,000 |
| Richard D. Schepp | 10,000 | 10,000 |
Performance Compensation
- Equity and options for directors: None; no director equity grants disclosed. Historical plans (2004 Stock Option Plan; 2016 Equity Incentive Plan) were formally terminated in 2024; there were no outstanding equity awards at FY2024 year-end.
- 2025 Equity Incentive Plan (pending shareholder approval): Authorizes up to 1,100,000 shares, options must have exercise price ≥ the greater of $10.00/share or fair value on grant date; minimum one-year vesting (with limited 5% exception); repricing prohibited without shareholder approval. Potentially includes non-employee directors as eligible participants, but no awards have been granted yet.
| Plan Term | Share Reserve | Exercise Price Floor | Minimum Vesting | Repricing Rule |
|---|---|---|---|---|
| 10 years | 1,100,000 shares | ≥ $10 or ≥ FMV (and 110% FMV for 10% owners under ISOs) | ≥ 1 year (5% exception) | Prohibited without shareholder approval |
Other Directorships & Interlocks
| Company | Role | Sector | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed; no related-party transactions recorded in FY2024–FY2023 |
Expertise & Qualifications
- CPA with deep accounting, treasury and CFO experience across private manufacturing (jewelry) and media.
- Education: BBA and MBA (University of Texas at Arlington).
- Sector expertise: Jewelry manufacturing and finance—adds operational and financial oversight relevant to Envela’s consumer segment.
- Financial governance: Background supports audit literacy and risk oversight; company’s Audit Committee currently chaired by a CPA (Griffin), with financial expert designation—Teherani augments bench strength if assigned.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Vicky A. Teherani | 0 | <1% (asterisk denotes less than one percent) | As of April 30, 2025 beneficial ownership table; indicates no Envela shareholdings disclosed |
Additional alignment considerations:
- No hedging allowed under Anti-Hedging Policy (applies to directors).
- No pledging disclosure for directors; no material related-party transactions in FY2024–FY2023.
- No current director equity program; cash-only retainer limits equity alignment unless she chooses to purchase shares.
Governance Assessment
- Strengths: Independent nominee with CPA credentials and CFO/treasury depth; existing board has independent committee chairs, a Lead Independent Director, clear anti-hedging policy, and no recent related-party transactions. These features support oversight quality.
- Risks/Watch items:
- Controlled company: CEO/Chairman has effective control via entities (N10TR, Eduro), which may concentrate decision rights and diminish minority shareholder influence on board composition and compensation.
- Board leadership: Combined CEO/Chairman structure can reduce independence of agenda-setting; the Lead Independent Director mitigates but does not eliminate this risk.
- Industry overlap: Teherani’s CFO role at a jewelry manufacturer overlaps Envela’s consumer segment; while no related-party transactions are disclosed, investors should monitor for supplier/customer ties or policy-restricted interactions.
- Ownership alignment: Teherani reported no Envela share ownership as of April 30, 2025; with a cash-only director pay model and no equity grants, alignment to TSR could be limited absent personal share purchases.
Implications for investors: If elected, Teherani’s finance and sector background should bolster audit and operational oversight; however, concentrated control and combined chair/CEO require continued focus on independent committee function, conflict screening (given sector overlap), and voluntary ownership to enhance alignment.