Emily Groehl
About Emily J. Groehl
Emily J. Groehl (age 78) has served as an independent director of Park Aerospace Corp. since May 2010. She retired as Senior Vice President, Sales & Marketing in June 2005 after 20 years at Park; prior roles include National Sales Manager at Polyclad Laminates (1980–1985) and earlier positions in the electronics materials industry at Atlantic Laminates and Oak Industries (1969–1980). Her long operating tenure gives the Board deep insight into Park’s operations, commercial strategy, and budgeting processes . The Board affirms her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park Aerospace Corp. | Senior Vice President, Sales & Marketing | May 1999–Jun 2005 | Led global sales/marketing; provides perspective on operations, culture, planning, and budgeting . |
| Park Aerospace Corp. | Various roles of increasing responsibility | Jun 1985–May 1999 | Commercial leadership and sales; continuity with Park’s customer relationships . |
| Polyclad Laminates | National Sales Manager | 1980–1985 | Industry commercial leadership . |
| Atlantic Laminates / Oak Industries | Sales/industry roles | 1969–1980 | Foundation in electronics materials industry . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in the biography sections across recent proxies . |
Board Governance
- Independence: The Board determined Ms. Groehl is “independent” under NYSE standards; prior minor consulting fees were specifically considered in independence determinations (e.g., $6,773 in FY2018; $1,450 in FY2016; $2,715 in FY2014; $4,245 in FY2019; none in FY2020) .
- Committee assignments: Audit Committee member; Compensation Committee Chair; Stock Option Committee member; Nominating Committee member; Corporate Governance Committee member. Current Audit Chair is Carl W. Smith; Mr. Warshaw is Audit financial expert .
- Attendance and engagement: In the last fiscal year, the Board met 3 times (plus 11 unanimous written consents); Audit met 6; Nominating met 1; Corporate Governance met 1; Compensation met 1; Stock Option met 1; independent directors met in executive session once. Each director attended >75% of all meetings of the Board and committees on which they served .
- Board leadership: Combined Chairman/CEO with a Lead Independent Director framework; independent directors hold executive sessions with the Lead Independent Director presiding .
Fixed Compensation
| Item | FY 2025 Amount |
|---|---|
| Annual retainer (cash) | $28,000 per director |
| Audit Committee member fee | $2,000 per annum (Chair: $7,000) |
| Compensation Committee member fee | $2,000 per annum |
| Lead Independent Director fee | $10,000 per annum (not applicable to Groehl) |
| Directors’ travel reimbursement | Reimbursed (not part of fees) |
| Ms. Groehl – Fees Earned (cash) | $30,867 |
Notes: The director fee structure is uniform; Ms. Groehl’s cash fees reflect the retainer plus committee fees. Directors may receive stock option grants at the discretion of the Stock Option Committee; no RSUs/PSUs or meeting fees are provided .
Performance Compensation
Director equity is delivered solely via stock options (time-based vesting: 25% annually over four years; 10-year term; strike at fair market value; no TSR/financial targets). The company does not award stock or non-equity incentive plan compensation to directors .
| Award Detail | FY 2024 Director Option Grant | FY 2025 Director Option Grant | FY 2025 Director Option Expense |
|---|---|---|---|
| Grant date | 2024-06-18 | 2025-06-16 | N/A |
| Options granted (shares) | 3,500 | 3,500 | N/A |
| Exercise price | $13.26 (closing price precedes grant date per plan) | ~$14.00 (Form 4 “price”) | N/A |
| Vesting | 25% p.a. over 4 years; 10-year expiration | 25% p.a. over 4 years; 10-year expiration | N/A |
| FY 2025 grant-date fair value (director comp table) | N/A | N/A | $11,410 (Black‑Scholes assumptions disclosed; option exercise price referenced at $13.26 in footnote) |
At March 2, 2025, Ms. Groehl held outstanding director stock options for 24,000 shares .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | Biography does not list other public company boards; no interlocks noted . |
Expertise & Qualifications
- 35+ years in electronics materials and aerospace composites commercial leadership; deep familiarity with Park’s customer relationships, pricing, and planning .
- Board service since 2010; Compensation Committee Chair; broad committee experience (Audit, Nominating, Corporate Governance, Stock Option) indicating strong governance engagement .
- Independence affirmed by Board annually; prior limited consulting amounts specifically assessed without impairing independence .
Equity Ownership
| Item | As of Jun 2, 2025 (Proxy) | Post-Transaction (Nov 6, 2025 Form 4) |
|---|---|---|
| Total beneficial ownership (shares) | 19,750 (includes options exercisable within 60 days) | 1,000 common shares directly |
| Percent of class | <1% | <1% (by implication; not stated in Form 4) |
| Options exercisable within 60 days | 18,750 | N/A |
| Options outstanding (total) | 24,000 (at fiscal year-end) | N/A |
| Ownership guideline | Directors should own at least 1,000+ shares after a reasonable period | Status: Meets (1,000 direct shares disclosed) |
Insider transactions (recent):
- 2024-06-18: Award of 3,500 “Right to buy option” at $13.26 (Form 4) .
- 2025-06-16: Award of 3,500 “Right to buy option” at ~$14.00 (Form 4) .
- 2025-07-25: Option exercise of 3,000 at $5.23 (legacy 2017 grant) (Form 4) .
- 2025-11-06: Open-market sale of 3,000 shares at $19.44; post-transaction balance 1,000 shares (Form 4) .
Fixed Compensation (Director Pay – Detailed)
| Director | FY 2025 Fees Earned (Cash) | FY 2025 Option Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Emily J. Groehl | $30,867 | $11,410 | $42,277 |
Director fee schedule (structure):
- $28,000 annual director retainer; Audit member +$2,000 (Audit Chair +$7,000); Compensation Committee member +$2,000; Lead Independent Director +$10,000; travel reimbursed .
Performance Compensation (Metrics Framework)
- Director equity is not tied to performance metrics (no TSR, revenue, EBITDA targets); awards are stock options at FMV with time-based vesting and 10-year term .
- Company explicitly notes directors do not receive stock awards (RSUs/PSUs), non-equity incentives, or deferred compensation earnings .
| Metric Area | Director Plan Design | FY 2025 Disclosure |
|---|---|---|
| Equity type | Stock options only | Yes |
| Vesting schedule | 25% annually; 10-year term | Yes |
| Performance targets | None (time-based only) | None |
Say-on-Pay & Shareholder Feedback
| Item | 2025 Annual Meeting Result |
|---|---|
| Say-on-pay approval | For: 15,280,545; Against: 707,552; Abstain: 865,449; Broker non-votes: 1,809,497 |
| Director election – Emily J. Groehl | For: 15,707,856; Against: 279,381; Abstain: 866,309; Broker non-votes: 1,809,497 |
Other Directorships & Interlocks
- No external public company board roles disclosed for Ms. Groehl; no interlocks or related-party exposures identified in FY 2025 for her specifically .
Equity Ownership & Alignment
- Beneficial ownership includes exercisable options; direct common share ownership is modest but meets the Board’s 1,000-share guideline for directors elected prior to 2021 .
- Options outstanding (24,000) and recent option activity support ongoing alignment through equity participation .
Governance Assessment
- Strengths: Long-tenured independent director; Compensation Committee Chair; multi-committee service; strong attendance; clear independence reaffirmations; high shareholder support in 2025 elections; no Groehl-related transactions in FY 2025 .
- Pay structure: Director compensation is modest, primarily fixed cash plus discretionary options; no RSUs/PSUs or performance metrics for directors; transparent option pricing at FMV and standard vesting .
- Alignment: Meets ownership guideline; option grants and exercises indicate ongoing equity exposure, though direct common shareholding is small vs. float .
- Potential conflicts/RED FLAGS: Historical consulting services were low-dollar and assessed by the Board in independence reviews; current proxy states no related-party transactions with Ms. Groehl in FY 2025 . Independent executive sessions and committee structure support board effectiveness .
Net investor takeaway: Emily Groehl presents as a highly engaged, independent director with deep company/industry experience, chairing Compensation and serving across key committees. Shareholder support and attendance are strong, while compensation/ownership are modest and transparent, with no current related-party exposures disclosed .