Audrey Dunning
About Audrey P. Dunning
Independent director of TransAct Technologies since March 30, 2022; age 63. Founder and CEO of AMP Growth Advisors (since July 2019), former CEO of Summa Technologies (2007–2017; acquired by CGI) and SVP at CGI (2017–2018). Holds a B.S. in Business Administration from the University of Pittsburgh. Serves as Chair of the Nominating & Corporate Governance Committee and is a member of the Audit and Compensation Committees; the Board affirms her independence under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMP Growth Advisors, LLC | Founder & CEO | Jul 2019–present | Advises growth-stage B2B SaaS and tech-enabled services on strategy, M&A, GTM, scaling ops, risk, digital transformation, leadership coaching |
| CGI, Inc. (Great Lakes BU) | Senior Vice President | 2017–Dec 2018 | Post-acquisition integration/execution after CGI acquired Summa |
| Summa Technologies, Inc. | Chief Executive Officer | 2007–Aug 2017 | Led digital solutions firm through sale to CGI |
| Transarc (acquired by IBM), SAGA Software/Software AG, Xerox | Sales leadership roles | Prior to 2007 | Enterprise software and technology sales leadership |
External Roles
| Organization | Role | Start–End | Committees/Notes |
|---|---|---|---|
| TriState Capital Bank (subsidiary of Raymond James Financial, Inc., NYSE: RJF) | Director | Jan 2025–present | Audit and Risk Committees |
| Quest Resource Holding Corp. (Nasdaq: QRHC) | Director | Jun 2023–present | Audit, Risk and Strategic Planning Committees |
| Federal Reserve Bank of Cleveland, Pittsburgh Branch | Director | Jan 2015–Dec 2020 | Oversight at regional Fed branch |
| Dollar Bank | Director | Jan 2016–Dec 2019 | Board member at community bank |
Board Governance
- Committee assignments (TACT): Audit Committee member; Compensation Committee member; Chair, Nominating & Corporate Governance Committee; also serves on the Executive Committee (not Strategy). All committee members are independent; Audit members meet Nasdaq financial literacy standards.
- Independence: Board determined all directors except the CEO are independent; Dunning is independent under Nasdaq and SEC standards.
- Attendance: In 2024, the Board met eight times; each current director attended 100% of Board and committee meetings while in office. Independent directors hold executive sessions most regular meetings; Audit holds executive sessions after all regular meetings.
- Leadership structure: Board Chair and CEO roles are separated; Dunning became Chair of Nominating & Corporate Governance in 2024 as part of refreshment.
Fixed Compensation (Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Paid $10,000 per quarter; no separate committee fees; only Board Chair receives an additional $25,000 (not applicable to Dunning) |
| Meeting fees | $0 | No separate meeting fees; reasonable expenses reimbursed |
Performance Compensation (Director Equity – 2024)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Feb 29, 2024 | RSUs | 6,700 | $45,560 | 25% per year starting on 1st anniversary of grant; unvested as of Dec 31, 2024 |
The Company targets ~$45,000 of annual equity for non-employee directors via RSUs; number of units set by grant-day closing price; awards vest 25% per year over four years. No committee-service fees.
Other Directorships & Interlocks
| Company | Ticker | Role/Committee | Potential Interlock/Notes |
|---|---|---|---|
| TriState Capital Bank | (sub of RJF) | Director; Audit & Risk | Banking subsidiary role; no TACT-related transactions disclosed |
| Quest Resource Holding Corp. | QRHC | Director; Audit, Risk, Strategic Planning | Waste/recycling services; no TACT-related transactions disclosed |
Expertise & Qualifications
- Enterprise software and technology sales leadership; CEO experience leading large-scale custom software projects and digital transformation.
- Financial services governance exposure via Quest and TriState bank board service; prior service on Fed Cleveland (Pittsburgh Branch) and Dollar Bank boards.
- Meets Nasdaq “financial literacy” standards as an Audit Committee member.
- Education: B.S., Business Administration, University of Pittsburgh.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 11,475 |
| Percent of class | <1% (asterisked in table) |
| RSUs scheduled to convert within 60 days of Apr 2, 2025 | 1,700 |
| Unvested RSUs as of Dec 31, 2024 (2024 grant) | 6,700 |
| Shares pledged as collateral | Not disclosed; no pledging indicated in proxy |
Governance Assessment
-
Positives
- Independent director with 100% meeting attendance in 2024, signaling strong engagement and capacity despite multiple board roles.
- Chairs Nominating & Corporate Governance Committee and serves on Audit and Compensation Committees, aligning her skills with governance, risk oversight, and pay decisions; Audit members meet financial literacy standards.
- Director pay structure emphasizes equity (~53% equity; $45,560 stock vs. $40,000 cash), aligning incentives with shareholders; no committee fees reduce risk of per-meeting bias.
- No related-party transactions disclosed involving Dunning; Board operates a formal related-party transaction policy overseen by the Audit Committee.
-
Watch items
- Absolute ownership is modest (<1% of shares), though annual RSU grants create growing alignment over time; monitor progression toward higher skin-in-the-game.
- Multi-board commitments (TACT, QRHC, TriState Capital Bank) warrant continued monitoring, though 2024 attendance was perfect and the Board explicitly evaluates director time commitments.
-
Red flags
- None identified specific to Dunning. The only related-party activity disclosed involves The ONE Group and other TACT directors, not Dunning.