Tracey Edmonds
About Tracey Edmonds
Tracey Edmonds (age 58) is an independent Class III director of PLBY Group, serving on the Board since February 2021; her current term runs until the 2026 annual meeting . She is CEO and President of Edmonds Entertainment (since July 1996), founder and Editor of the lifestyle brand AlrightNow.com (since 2019), a Stanford University graduate, and holds an Honorary Doctorate in Business from Southern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExtraTV | Co-Host | 2014–2017 | Received Emmy, Gracie, and Genie awards as Host |
| Producers Guild of America (PGA) | Board of Governors; Co-Chair, Produced By Conference | Not disclosed | Co-chaired PGA’s annual Produced By Conference for six years |
| American Film Institute (AFI) | Board of Trustees | Not disclosed | Trustee |
| Recording Industry Association of America® (RIAA) | Board of Trustees | Not disclosed | Trustee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Edmonds Entertainment | Chief Executive Officer, President | Since July 1996 | Produces television, film, music, and digital media projects |
| AlrightNow.com | Founder, Editor | Since 2019 | Lifestyle, health and wellness media brand |
| Academy of Motion Picture Arts and Sciences | Member | Not disclosed | Membership disclosed as current |
Board Governance
- Independence: The Board determined that Tracey Edmonds is independent under Nasdaq listing rules and Rule 10A-3 of the Exchange Act .
- Board class/tenure: Class III director; term expires at the 2026 annual meeting .
- Committee assignments (2024 activity in parentheses):
- Audit Committee – Member; 8 meetings held in 2024; Audit Chair: Juliana F. Hill .
- Compensation Committee – Chair; 3 meetings in 2024 .
- Corporate Governance & Nominating (CGN) Committee – Member; 1 meeting in 2024; CGN Chair: James Yaffe .
- Attendance: In 2024, the Board held 19 meetings and each director attended at least 75% of combined Board and committee meetings on which they served .
- Executive sessions: Independent directors hold regularly scheduled meetings without management .
- Board independence status (context): As of Feb 2025, PLBY temporarily fell out of compliance with Nasdaq’s majority-independent board requirement and disclosed a cure period through August 11, 2025 to appoint an additional independent director to fill a vacancy (Board currently six directors with one independent vacancy) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $65,000 | Non-Employee Director Compensation Policy (amended April 20, 2023) |
| Audit Committee member | $10,000 | Annual cash retainer |
| Compensation Committee chair | $15,000 | Annual cash retainer |
| CGN Committee member | $10,000 | Annual cash retainer |
| Annual equity grant (RSUs) | $100,000 | Grant-date value; initial equity grant eliminated in 2023 amendment |
Director compensation actually received in 2024 (for year ended 12/31/2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Tracey Edmonds | 100,000 | 97,826 | 197,826 |
Notes: Retainers are paid quarterly in arrears; directors may elect to receive vested shares in lieu of cash retainers; directors must retain at least 25% of net-after-tax shares awarded until departure from the Board .
Performance Compensation
- Non-employee director pay is comprised of cash retainers and time-based RSUs; no performance-based metrics or option awards for directors were disclosed in the policy or 2024 director compensation table (stock awards for directors in 2024 were RSUs) .
Other Directorships & Interlocks
| Company/Organization | Role | Public company? | Committees/Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships for Edmonds disclosed in the proxy . |
Expertise & Qualifications
- Over 25 years of experience in the entertainment industry, including production across television, film, music, and digital media; entrepreneurial executive background considered highly relevant to PLBY’s business .
- Education: Stanford University (graduate); Honorary Doctorate in Business from Southern University .
- The Board states she is well qualified as a member based on industry experience and entrepreneurship .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 72,501 shares | As of April 21, 2025; less than 1% of outstanding |
| Director RSUs outstanding | 117,509 units | As of 12/31/2024; directors held no options |
| Shares pledged | None | As of the Record Date, no pledges by officers or directors had been approved under policy |
| Hedging/derivatives | Prohibited | Company policy prohibits hedging/derivative transactions by directors |
| Ownership guideline | Retain ≥25% of net shares awarded until departure | Director stock retention requirement |
Governance Assessment
- Strengths and alignment
- Independent director with relevant sector expertise; serves as Compensation Committee Chair and member of Audit and CGN, aligning board oversight with her experience .
- Director compensation policy reduced equity grant size in 2023 (from $200,000 to $100,000 grant-date value), signaling cost discipline; directors must retain 25% of net shares until departure, and hedging/pledging is prohibited (no pledges approved as of the Record Date) .
- Attendance threshold met; each director attended at least 75% of applicable meetings in 2024 .
- Watch items
- Board independence deficiency disclosed in Feb 2025 with cure period through Aug 11, 2025; Board expanding and seeking an additional independent director to regain majority independence .
- Executive pay actions during 2024–2025 include cash “transaction bonuses” (paid March 2025) and new retention agreements that contemplate sizable, time-based RSU grants (2024 grant vests June 30, 2025; intended 2025 and 2026 RSUs subject to Compensation Committee approval and possible cash conversion), shifting emphasis toward retention over performance; Compensation Committee has authority over executive compensation .
- Prior PSU awards for executives were modified on October 9, 2023 to eliminate a remaining stock price milestone, converting the final tranche to scheduled vesting (50% on June 30, 2024 and 50% on June 30, 2025); while predating 2024, such modifications reduce performance contingency and merit continued investor scrutiny of performance alignment under Compensation Committee oversight .
- Related-party exposure (context)
- Significant related-party transactions with Byborg/Docler (minimum guaranteed royalties under a 15-year LMA and equity purchases) and Fortress (credit facility amendments and preferred conversion) were disclosed; no related-party transactions involving Edmonds were disclosed .
RED FLAGS
- Temporary noncompliance with Nasdaq’s majority independent board requirement pending the addition of one independent director (cure period to August 11, 2025) .
- Executive equity and cash actions emphasize retention/time-based vesting and included PSU milestone removal in 2023; investors may question pay-for-performance rigor under the Compensation Committee (chaired by Edmonds) .