Laurilee Kearnes
About Laurilee Kearnes
Laurilee Kearnes, age 54, has served as Chief Financial Officer since July 15, 2024. She brings 20+ years of finance and operations leadership, including CFO of Harte Hanks (2019–2023) and senior finance roles at Brooks Automation and Nutraceutical Corp.; she holds both bachelor’s and master’s degrees in accounting from Utah State University . Byrna highlighted record fiscal 2024 revenues of over $85 million and a new formulaic STI program tying executive bonuses to revenue, EBITDA, and gross margin, aligning pay with performance metrics used to evaluate management .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harte Hanks (Nasdaq: HHS) | Chief Financial Officer | Nov 2019 – Oct 2023 | Oversaw finance, accounting, and HR for >$200M revenue customer experience firm . |
| Harte Hanks | Corporate Controller | Aug 2018 – Nov 2019 | Led corporate accounting during transformation . |
| Harte Hanks | Group VP of Finance | 2006 – 2018 | Senior finance leadership over multi-year period . |
| Harte Hanks | VP of Finance | 2003 – 2006 | Finance leadership roles building operational rigor . |
| Brooks Automation | Finance roles | 2000 – 2003 | Managed financial operations in high-tech manufacturing . |
| Nutraceutical Corporation | Finance roles | 1997 – 2000 | Gained consumer-focused market insights . |
External Roles
No external public company directorships disclosed in proxy materials; background provided via executive biography .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary (rate) | $325,000 per Offer Letter |
| Salary Paid (FY 2024) | $156,458 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout/Vesting |
|---|---|---|---|---|---|
| Short-Term Incentive (FY 2024) | Financial: Revenue (50%), EBITDA (25%), Gross Margin (25); Strategic: risk and human capital (40%) | 60% financial / 40% strategic | 60% of annual earnings (pro-rated) | 150% of target (pro-rated for service) | Cash bonus paid $170,625 |
| Long-Term Incentive (2024 grant) | RSUs (time-based) | N/A | 25,000 RSUs (20/30/50% tranches) | N/A | Vests 20% on 7/15/2025; 30% on 7/15/2026; 50% on 7/15/2027 |
| Program Change (FY 2025) | Performance RSUs (company-wide program) | N/A | Adds revenue threshold for FY 2026 | N/A | Applies to non-CEO executive LTI design; specific CFO award not disclosed |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership (June 9, 2025) | 8,500 shares: 3,500 common + 5,000 RSUs vesting within 60 days |
| Ownership % of Shares Outstanding | ~0.038% of 22,678,469 shares outstanding (8,500/22,678,469) |
| Vested vs Unvested | Unvested RSUs: 25,000; Market value $483,250 as of 11/30/2024 |
| Options | None outstanding for CFO |
| Vesting Schedule (2024 RSU Grant) | 5,000 on 7/15/2025; 7,500 on 7/15/2026; 12,500 on 7/15/2027 |
| Hedging/Pledging | Hedging prohibited; margin accounts prohibited under Insider Trading Policy; pledging not disclosed |
| Ownership Guidelines | Company determined to adopt minimum stock ownership policy in current fiscal year; specifics TBD |
Employment Terms
| Term | Key Provision |
|---|---|
| Start date and role | Joined 6/7/2024; appointed CFO effective 7/15/2024 |
| Base salary | $325,000 |
| Target bonus | 60% of annual earnings |
| Equity at hire | 25,000 RSUs vesting 20%/30%/50% over 3 years |
| Severance (Offer Letter) | If terminated without cause during first year: 3 months of original base salary |
| Executive Severance Plan (adopted 7/29/2025) | CFO designated Tier 2; absent CIC: 1.0x base salary paid over 12 months + 12 months COBRA reimbursement + previously earned unpaid bonus; with CIC and termination within 12 months (double trigger): lump sum 1.5x (base + target bonus) + 18-month COBRA lump sum + full acceleration of time-based equity and performance awards at target; no 280G gross-up; cutback if beneficial |
| Clawback | Clawback policy applies to long-term incentive awards; Severance Plan benefits subject to clawback policies |
Compensation Structure Analysis
- Shift to formulaic STI scorecards (60% financial, 40% strategic) with explicit weights for revenue, EBITDA, and gross margin improved pay-for-performance transparency; Kearnes’ FY 2024 STI paid at 150% of pro-rated target, consistent with company-wide application .
- Long-term incentive program restructured for FY 2025 to eliminate time-based options and increase performance-based RSUs, including revenue thresholds for FY 2026; indicates stronger linkage of equity to operating outcomes for non-CEO executives .
- No 280G gross-ups; Severance Plan uses cutback mechanics—shareholder-friendly and limits parachute tax exposure .
Say-on-Pay & Shareholder Feedback
- FY 2024 say-on-pay received approximately 94% approval; Compensation Committee maintained investor engagement and adopted program changes responsive to feedback .
Performance & Track Record
- Company highlights: record FY 2024 revenues >$85M; CL product launch; marketing program sustainability; expansion of retail footprint and U.S. manufacturing .
- FY 2024 STI metrics grounded in revenue, EBITDA, and gross margin, aligning finance leadership with operational KPIs .
Compensation Committee and Governance Notes
- Compensation Committee (independent directors) engaged FW Cook; moved to formulaic STI and revamped LTI program for non-CEO execs .
- Insider Trading Policy prohibits hedging and margin accounts; pre-clearance required; blackout windows enforced .
Investment Implications
- Alignment: Ownership is modest (~0.038%), but multi-year RSU vesting and a revamped performance-based LTI structure improve linkage to operating performance; hedging/margin prohibitions support alignment, and pledging is not disclosed .
- Near-term supply: Scheduled RSU vesting of 5,000 shares on 7/15/2025, 7,500 on 7/15/2026, and 12,500 on 7/15/2027 could create incremental selling pressure, though absence of options reduces exercise-driven supply .
- Retention risk: Tier 2 Executive Severance Plan with double-trigger CIC protection (1.5x base + target bonus; COBRA; equity acceleration) materially reduces turnover risk, supporting continuity in finance leadership through strategic growth phases; first-year Offer Letter severance now superseded by broader plan mechanics .
- Pay-for-performance: Explicit STI weights and the move to performance RSUs for FY 2025 increase confidence in compensation alignment to growth and profitability KPIs; continued investor-friendly features (no 280G gross-up, clawbacks) mitigate governance risk .
