Sarah Cummins
About Sarah L. Cummins
Sarah L. Cummins (age 52) was appointed to Stran & Company’s Board in June 2025 and is classified as an independent director under Nasdaq rules. She brings 25+ years in sports, media, and consumer products, with senior roles at WTA Ventures (SVP Global Partnerships), WWE (SVP Consumer Products), New York Road Runners, Vineyard Vines, and the USTA; she holds a BA from Boston College. Her current board tenure began June 20, 2025; she serves on Audit and Compensation Committees and was initially appointed Nominating and Corporate Governance Committee chair before subsequent committee reconfiguration in July 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WTA Ventures LLC | SVP, Global Partnerships | Since Jul 2024 | Leads global commercial partnerships |
| Isos7 Sports | Operating Partner | Feb 2023–Jul 2024 | Value creation in sports/media |
| Cashmere Ventures, LLC | Founder & CEO | Feb 2022–Jul 2024 | Boutique sports consulting |
| World Wrestling Entertainment (NYSE: WWE) | SVP, Consumer Products | Dec 2018–Jan 2022 | Managed global consumer products |
| New York Road Runners | Head of BD & Strategic Partnerships | Jan 2013–Nov 2018 | Partnerships growth |
| Vineyard Vines LLC | Vice President | Aug 2010–Oct 2012 | Brand/commercial roles |
| United States Tennis Association | Managing Director | 1996–Aug 2010 | Long-tenure executive leadership |
External Roles
| Organization | Capacity | Notes |
|---|---|---|
| WTA Ventures LLC | SVP, Global Partnerships | Current role |
| Sports Business Journal | Recognition | “Game Changer” recognition cited by company |
Board Governance
- Independence: The Board determined Cummins is independent; four of six directors are independent (Adams, Chippindale, Cummins, Posner) .
- Committee assignments (current per proxy filed Jul 11, 2025):
- Audit Committee: Member; Brian M. Posner (Chair); Mark C. Adams (Member) .
- Compensation Committee: Member; Alan Chippindale (Chair); Mark C. Adams (Member) .
- Nominating & Corporate Governance: Not listed as member in the July 11 proxy; Adams (Chair), Chippindale, Posner .
- Appointment timeline: On Jun 20, 2025, she was elected to the Board and initially appointed Chair of Nominating & Corporate Governance; member of Audit and Compensation. On Jul 8, 2025, the Audit Chair role moved to Posner; committee composition was subsequently reflected in the Jul 11 proxy .
- Board activity and attendance baseline: In FY2024 the Board held 4 meetings; Audit 2; Compensation 1; Nominating held none; all then-serving directors attended ≥75% of meetings (Cummins joined in 2025) .
- Risk oversight: Audit oversees financial reporting and compliance; Compensation oversees remuneration risks; Nominating oversees governance and related-party transactions .
Fixed Compensation
| Component | Amount | Pay Schedule | Notes |
|---|---|---|---|
| Annual cash retainer (Independent Director Agreement) | $20,000 | Quarterly installments | Applies to Cummins as independent director |
| Committee chair fee (Audit or Compensation) | $6,000 | Quarterly installments | Only if Chair of Audit or Compensation; Cummins currently not chair of these committees per proxy |
Performance Compensation
| Award Type | Grant Date | Shares/Options | Pricing/Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (initial director grant) | Jun 20, 2025 | 9,449 shares | Based on 30-day VWAP | Vests in 4 equal quarterly installments starting first full quarter after grant | Granted under 2025 Independent Director Agreement |
| Stock Option (director grant) | Jun 20, 2025 | 10,000 options | Exercise price $1.27 per share | Vests in 4 equal quarterly installments over 1 year | Based on 30-day VWAP; granted at appointment |
| Annual Restricted Stock (recurring) | Annually on agreement anniversaries | Number of shares equal to $12,000 / 30-day average VWAP | $12,000 value | Vests quarterly over 1 year | Under Independent Director Agreement |
| Stock Grant for consulting (Kapstone SOW #2 and #3) | Jan 29, 2024 | 23,043 shares | Computed as ($15,000 / VWAP Jul–Sep 2023) + ($15,000 / VWAP Oct–Dec 2023) | Fully issued; not time-vested per disclosure | Awarded under the Plan prior to joining the Board |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Relationship |
|---|---|---|---|
| None disclosed (public company boards) | — | — | Company states no Item 404(a) reportable transactions at appointment; later disclosed Kapstone consulting awards prior to Board service |
Expertise & Qualifications
- Domain expertise: Business development, strategic partnerships, brand management across sports, entertainment, and consumer products .
- Education: BA in English, Boston College .
- Governance qualifications: Independent director under Nasdaq rules; service on Audit and Compensation Committees .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Jul 9, 2025) | % of Class | Notes |
|---|---|---|---|
| Sarah L. Cummins | 32,492 | <1% | Comprised of 23,043 shares (Kapstone awards on Jan 29, 2024) + 9,449 restricted shares granted Jun 20, 2025; options vesting quarterly and not included within 60-day window |
Board/Shareholder Signals
| Nominee (Jul 25, 2025 Annual Meeting) | For | Withheld |
|---|---|---|
| Sarah L. Cummins | 12,124,333 | 62,981 |
| Strong shareholder support at election (quorum 65.49% of shares outstanding) . |
Governance Assessment
- Committee effectiveness: Cummins sits on Audit and Compensation during a period when the company disclosed multiple material weaknesses in internal control (tax provision, AR/unearned revenue, inventory and cost of sales, related-party presentation, IT general controls). Audit Committee leadership includes an “audit committee financial expert”; Cummins’ involvement is positive for oversight, but remediation progress should be monitored closely .
- Independence and conflicts: The Board affirmed Cummins’ independence while explicitly considering her prior consulting-related stock awards via Kapstone (23,043 shares). This related-person transaction is a watch item; however, independence under Nasdaq/Exchange Act audit/compensation committee rules was maintained .
- Compensation alignment: Director pay is modest (cash retainer $20,000) with equity components vesting over time, aligning interests with shareholders. No director meeting fees or Nominating chair fees are disclosed; her option strike ($1.27) and time-based vesting limit risk-taking tied to short-term price moves .
- Policies supporting investor confidence: Company prohibits hedging and pledging of securities absent specific approval; maintains D&O insurance and standard indemnification; adopted and tested a clawback policy under SEC/Nasdaq rules (no recovery required for the noted corrections) .
- Process integrity concerns: The company disclosed administrative oversights in director equity grants for prior directors (remediated in June 2025) and auditor transitions (BF Borgers termination, Marcum resignation, CBIZ engagement). While not directly attributable to Cummins, these signal process rigor needs; her committee roles can help strengthen governance .
Red Flags to Monitor
- Related-party transaction history: Prior Kapstone-related equity grants to Cummins (before Board service) warrant ongoing scrutiny of any future business ties to ensure arm’s-length treatment and transparent approvals by the Nominating & Governance Committee .
- Internal control remediation: Multi-area material weaknesses disclosed for FY2024 demand robust Audit Committee oversight; track management’s remediation plan and timing .
- Equity grant administration: Past administrative oversights in director grants indicate controls risk in compensation processes; Compensation Committee (where Cummins serves) should ensure timely, accurate awards and disclosures .
Reference Policy Highlights
- Hedging and pledging prohibitions; margin pledges barred absent prior approval .
- Clawback policy adopted Nov 2, 2023 under SEC/Nasdaq rules; recovery analysis concluded no clawbacks required for 2023 corrections .