Joya Delgado Harris
About Joya Delgado Harris
Independent director at The Marygold Companies, Inc. since 2017; age 52; Wellesley College BA and Emory University MPH in Public Health Policy & Management; recognized public health/nonprofit executive and cancer research advocate with roles spanning ACS, CEO Roundtable on Cancer, and multiple advisory panels . Tenure on MGLD’s board is eight years with diverse non-business leadership experience highlighted by the company as a credential for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CEO Roundtable on Cancer | Executive Director, Gold Standard program; health equity initiatives incl. Going4Gold | Not disclosed | Led program implementation and equity initiatives |
| American Cancer Society | Director of Research Integration | Not disclosed | Aligned research outputs with mission goals |
| Y-ME National Breast Cancer Organization | Leadership role | Not disclosed | Not disclosed |
| Association of Village PRIDE | Leadership role | Not disclosed | Not disclosed |
| American Red Cross Metropolitan Atlanta Chapter | Leadership role | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Congressionally Directed Medical Research Programs (DoD) | Consumer Peer Reviewer | Not disclosed | Advocate reviewer for cancer research |
| Cancer Prevention and Research Institute of Texas (CPRIT) | Advocate reviewer | Not disclosed | Review of cancer prevention/research grants |
| Cancer Grand Challenges Advocacy Panel (CRUK/NCI) | Member | Not disclosed | Global funding initiative advocacy member |
| National Center for Tumor Diseases (Germany) | Trial Selection Board member | Not disclosed | Trial selection oversight |
| National Cancer Institute’s Council of Research Advocates | Member | Not disclosed | Research advocacy with NCI |
Board Governance
- Committees: Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Identified by MGLD as one of five independent directors; Compensation Committee members (including Harris) deemed independent under NYSE American standards .
- Attendance: Board held 4 formal meetings in FY2025 and handled 8 matters by written consent; all current directors attended >75% of board and committee meetings; independent directors hold executive sessions at least annually .
- Committee activity: Audit Committee held 4 meetings (chair Mullins; members Alexander, Grogan); Compensation Committee held 1 meeting; Nominating & Corporate Governance Committee composition is Harris (Chair), Grogan .
- Controlled company: MGLD is a “controlled company” under NYSE American due to a voting agreement concentrated with Gerber and Schoenberger (54.3% voting power), exempting it from certain independence requirements for majority-independent board and fully independent compensation/nominating committees .
Fixed Compensation
| Component | Amount | Frequency | Detail |
|---|---|---|---|
| Cash annual retainer | $24,000 | Paid quarterly | Approved as standard director cash compensation . |
| Equity retainer (Restricted Stock Awards) | $5,000 (fair value at grant) | Annual | Granted under 2021 Omnibus Plan; valued at closing market price on issuance; issued within 30 days of annual meeting; vests monthly over one year . |
| Committee/Chair fees | Not disclosed | — | No separate committee or chair fees disclosed for directors . |
| Options | None | — | No options granted to directors in last two fiscal years; none owned by directors as of June 30, 2025 . |
Performance Compensation
- No performance-based director compensation (no PSUs, options, cash bonuses, or performance metrics tied to director pay were disclosed) .
| Performance Metric | Applied to Director Pay? | Notes |
|---|---|---|
| Revenue growth/EBITDA/TSR | No | No performance metrics tied to director compensation disclosed . |
| ESG/Health Equity goals | No | Not tied to director compensation at MGLD . |
Other Directorships & Interlocks
| Director | Current Public Company Boards | Notes |
|---|---|---|
| Joya Delgado Harris | None disclosed | Company states no directors hold Exchange Act-registered public company directorships, except historical roles for CEO Nicholas Gerber with USCF entities; none for Harris . |
Expertise & Qualifications
- Public health executive background with leadership across major health organizations and research advocacy bodies; MPH in Public Health Policy & Management; BA from Wellesley College .
- Board-labeled qualifications include diverse experience beyond business management and executive leadership in public health industry .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Joya Delgado Harris | 2,924 | ~0.007% (2,924 ÷ 43,083,727) | “Less than 1%” indicated; total votes outstanding 43,083,727 (42,817,687 common + 266,040 as-if converted from Series B) . |
| Vested vs. unvested | Not disclosed | — | RSAs vest monthly over service year; precise director grant dates/remaining unvested units not disclosed . |
| Options | None | — | No director options outstanding . |
| Pledging/Hedging | Prohibited | — | Directors and executives prohibited from pledging or engaging in derivative transactions on company stock . |
| Ownership guidelines | Not disclosed | — | No explicit director stock ownership guideline disclosed; annual RSA of $5,000 supports ongoing alignment . |
Governance Assessment
-
Strengths:
- Independent roles: Harris serves as Chair of Nominating & Corporate Governance and member of Compensation Committee, with board affirming independence under NYSE American standards; attendance above 75% evidences engagement .
- Alignment: Mix of cash ($24k) and equity ($5k annual RSAs) with monthly vesting; prohibition of pledging/hedging reduces alignment risk .
- Committee charters and rotation: Standing committees with published charters; chair term limits (max three consecutive one-year terms) promote leadership refresh .
-
Watch items / RED FLAGS:
- Controlled company risk: Concentrated voting control (54.3%) via voting agreement may limit minority shareholder influence on director elections and compensation governance .
- Compensation Committee composition: Board states all members, including controlling shareholder Scott Schoenberger, are “independent” under NYSE American; however, his controlling status presents a perceived conflict risk on compensation oversight despite formal independence designation .
- Related-party transactions: Sale of Brigadier Security Systems to an entity led by director Schoenberger (adjusted price $2.3M) was Audit Committee-approved and represented as arm’s length, but remains a governance sensitivity area requiring ongoing scrutiny .
- Low committee cadence: Compensation Committee held only one meeting in FY2025; depending on scope of responsibilities, limited frequency could constrain compensation oversight .
-
Overall: Harris brings health policy and nonprofit governance expertise and chairs Nominating & Corporate Governance, supporting board processes and independence reviews. The controlled company structure and presence of a controlling shareholder on Compensation Committee are structural risks; Harris’s chair role on governance committee and participation in compensation oversight are positives for process integrity, but investor confidence hinges on continued transparent handling of related-party matters and robust committee engagement .
Fixed Compensation (Detail Table – Director FY2025)
| Metric | Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $24,000 | Annual retainer; Harris’s line-item total $29,000 including stock award . |
| Stock Awards ($) | $5,000 | RSAs valued at grant date market price; vest monthly over one year . |
| Total ($) | $29,000 | No other compensation elements disclosed . |
Performance Compensation (Award Features)
| Award Type | Grant Date | Shares/Units | Vesting | Performance Conditions |
|---|---|---|---|---|
| RSAs (annual) | Within 30 days of annual meeting | Value-based ($5,000) | Straight-line monthly over one year | None disclosed . |
| Options/PSUs/Bonuses | — | — | — | None disclosed . |
Board Governance (Attendance and Structure)
| Item | FY2025 Data | Notes |
|---|---|---|
| Board meetings | 4 | Plus 8 actions by written consent; >75% attendance for all directors . |
| Audit Committee meetings | 4 | Chair Mullins; members Alexander, Grogan; all independent; Mullins is “audit committee financial expert” . |
| Compensation Committee meetings | 1 | Chair Gonzalez; members Harris and Schoenberger; all deemed independent . |
| Nominating & Corporate Governance Committee | Not disclosed | Composition: Harris (Chair), Grogan; charter available; independence oversight; executive sessions at least annually . |
Other Notes (Conflicts, Policies)
- Clawback: Compensation recoupment policy for executives in event of restatement due to material noncompliance with securities laws; director-specific clawbacks not disclosed .
- Code of Ethics: Applies to directors/officers/employees; addresses conflicts handling and disclosure integrity; publicly available .
- Removal/terms: Directors serve one-year terms; removal by two-thirds voting power; vacancies may be filled by board under specified conditions .