Audrey P. Dunning
Quest Resource HoldingAbout Audrey P. Dunning
Audrey P. Dunning (age 63) has served as an independent director of Quest Resource Holding Corporation (QRHC) since June 2023. She is founder and CEO of AMP Growth Advisors and previously served as CEO of Summa Technologies until its 2017 acquisition by CGI, bringing deep expertise in digital transformation, technology risk management, and executive leadership to QRHC’s board . The board has determined she is independent under Nasdaq and SEC standards; she is a Class II director with a term expiring in 2026 . She is designated an “audit committee financial expert” by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summa Technologies | Chief Executive Officer | 2007–2017 | Led digital solutions consultancy through sale to CGI (NYSE:GIB) |
| Federal Reserve Bank of Cleveland, Pittsburgh Branch | Director | 2015–2020 | Regional oversight and governance experience |
| Dollar Bank, FSB | Director | 2016–2019 | Banking governance and risk oversight |
External Roles
| Organization | Ticker | Role | Since | Notes |
|---|---|---|---|---|
| TransAct Technologies | NASDAQ: TACT | Director | Mar 2022 | Technology and printing solutions company |
| TriState Capital Bank (subsidiary of Raymond James Financial) | NYSE: RJF (parent) | Director | Jun 2022 | Bank with assets >$20B; wholly-owned RJF subsidiary |
Board Governance
- Independence: The board determined Ms. Dunning is independent under Nasdaq and SEC standards .
- Committee assignments and roles:
- Audit Committee – Member; designated as an “audit committee financial expert.” Chair: Glenn A. Culpepper .
- Nominations & Corporate Governance Committee – Member. Chair: Daniel M. Friedberg .
- Strategic Planning Committee – Member. Chair: Daniel M. Friedberg .
- Financing Committee – Not a member .
- Compensation Committee – Not a member .
- Attendance and engagement (FY2024): Board met 9 times; Audit 11; Compensation 5; Nominating & Governance 7; Strategic Planning 4; Financing 1. No director attended fewer than 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session regularly; Chairman presides .
Fixed Compensation (Non-Employee Director Program and Actuals)
| Item | Amount / Policy | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $42,000 per year (paid monthly) | |
| Committee chair fees (per year) | Audit $15,750; Compensation $10,500; Nominating $7,875; Strategic Planning $10,500 | |
| Committee member fees (per year, non-chair) | Audit $7,875; Compensation $5,250; Nominating $3,938; Strategic Planning $5,250; Financing Committee no fee | |
| Reimbursements | Travel and related expenses for meetings reimbursed | |
| Cash fees actually earned by A.P. Dunning (FY2024) | $55,104 |
Notes:
- Directors may elect to receive retainers in Deferred Stock Units (DSUs); DSUs calculated monthly at the month-end closing price and delivered after board service ends .
Performance Compensation (Equity Awards to Directors)
Policy/Structure
- Annual director equity historically granted as fully vested DSUs (2021) and time-based RSUs (2023–2024). In August 2024, each non-employee director received 10,409 RSUs valued at $78,744 ($7.565/share), vesting on the first anniversary (Aug 12, 2025) . Company did not grant stock options in 2024 .
Awards/Outcomes for A.P. Dunning
| Grant/Action | Date | Instrument | Quantity | Vest/Outcome | Value/Price | Source |
|---|---|---|---|---|---|---|
| Annual grant (board-wide) | Aug 16, 2023 | RSU | 10,176 | Vested on first anniversary (Aug 16, 2024) | NA | |
| Annual grant (board-wide) | Aug 12, 2024 | RSU | 10,409 | Vests on Aug 12, 2025 | $78,744 grant date fair value ($7.565/share) | |
| RSU vest/release | Aug 16, 2024 | RSU→Common | 10,176 | Vested/converted | $0 (M-Exempt) | https://www.sec.gov/Archives/edgar/data/1442236/000092189524002792/0000921895-24-002792-index.htm |
| RSU vest/release | Aug 12, 2025 | RSU→Common | 10,409 | Vested/converted | $0 (M-Exempt) | https://www.sec.gov/Archives/edgar/data/1442236/000092189525002310/0000921895-25-002310-index.htm |
| Director equity award | Aug 13, 2025 | Common Stock (award) | 20,000 | Granted | $0 | https://www.sec.gov/Archives/edgar/data/1442236/000092189525002310/0000921895-25-002310-index.htm |
Clawbacks and Hedging/Pledging
- Company maintains a 2019 Clawback Policy and a 2023 Dodd-Frank Clawback Policy; recoupment applies in restatement scenarios and certain misconduct (including restrictive covenant breaches) .
- Directors and officers are prohibited from hedging or pledging company stock; director stock ownership guidelines apply (below) .
Director Compensation Mix (FY2024)
| Component | A.P. Dunning Amount | Mix |
|---|---|---|
| Cash (Fees Earned) | $55,104 | 41% (derived from ) |
| Equity (Stock Awards, grant-date fair value) | $78,744 | 59% (derived from ) |
| Total | $133,848 | 100% |
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| TransAct Technologies (TACT) | No disclosed related-party transactions with QRHC; distinct industry (software-driven printing) |
| TriState Capital Bank (RJF subsidiary) | Banking role; no QRHC related-party transaction disclosed involving Ms. Dunning in the 2025 proxy |
Expertise & Qualifications
- Audit committee financial expert; background spans IT, digital transformation, technology risk management, strategic planning, and CEO experience .
- Board experience across public tech (TACT) and banking (TriState Capital Bank/RJF) .
Equity Ownership
Ownership guidelines and restrictions
- Non-employee directors must acquire at least $100,000 of QRHC stock within 5 years of appointment (for Ms. Dunning, by June 2028); hedging and pledging are prohibited .
Beneficial ownership and components
| As-Of Date | Total Beneficial Ownership | Percent | Noted Components |
|---|---|---|---|
| May 29, 2025 | 19,969 shares | <1% | Includes 1,893 DSUs |
| Dec 31, 2024 (Outstanding equity) | RSUs outstanding: 10,409 (vest Aug 12, 2025) | NA | No options outstanding |
Insider purchases and awards (Form 4 highlights)
Notes:
- The beneficial ownership table in the 2025 proxy is as of May 29, 2025 and shows 19,969 shares (including 1,893 DSUs); subsequent Form 4 filings reflect additional purchases/awards in 2H25 .
Board Governance Details (Structure and Risk)
- Committees and roles: Audit, Compensation, Nominating & Governance, Strategic Planning, and Financing Committees are established; Audit, Compensation, and Nominating are entirely independent .
- Risk oversight: Audit oversees financial/reporting integrity and auditor independence; Compensation considers compensation risk; Nominating oversees governance risk, conflicts, and succession planning .
- Audit Committee activity: 11 meetings in FY2024; conducted required oversight with independent auditor; recommended inclusion of audited financials in the FY2024 Form 10-K .
Related-Party and Conflicts
- Policy: Audit Committee reviews and approves related-party transactions; disinterested directors must determine fairness/approval .
- Disclosures: The 2025 proxy does not highlight any related-party transactions involving Ms. Dunning; there are no family relationships among directors and executive officers .
Governance Assessment
- Positives
- Independence and breadth of committee service (Audit, Nominating & Governance, Strategic Planning) with “audit committee financial expert” designation enhance oversight credibility .
- Strong engagement: no attendance concerns; all directors attended 2024 annual meeting; Audit Committee met frequently (11x) .
- Ownership alignment: repeated open-market purchases (Dec 2023, May/Nov 2024, Mar/Sep 2025) plus time-based RSU grants; hedging/pledging prohibited; director ownership guidelines in place with a 5-year compliance clock (to June 2028 for Ms. Dunning) and SEC Form 4s (URLs above).
- Transparent director pay structure with cash and equity components; majority of FY2024 director compensation in equity for Ms. Dunning (59%) .
- Watch items
- Multiple outside directorships (TACT and TriState Capital Bank/RJF) increase time commitments; however, no attendance or engagement shortfalls disclosed .
- No performance-vesting equity (director RSUs are time-based); alignment relies on time-based vesting and open-market purchases rather than explicit performance hurdles .
RED FLAGS
- None disclosed regarding low attendance, related-party transactions, hedging/pledging, or option repricing. Clawback frameworks are in place .