Annmarie Gayle
About Annmarie Gayle
Annmarie Gayle is Chairman and Chief Executive Officer of Coda Octopus Group, Inc., serving as CEO since 2011 and Chairman since March 2017; she also leads the flagship products business, Coda Octopus Products, Limited (UK), since 2013 . She holds a Law degree from the University of London and an LL.M. in International Commercial Law from Cambridge University, and is qualified to practice law in England & Wales . Recent operating commentary from management highlights revenue increases of 31.8% in SQ2025 and roughly 29% in Q3 FY2025, tied to progress in DAVD and NanoGen sonar initiatives . The board combines the CEO and Chair roles without a separate Lead Independent Director, with the company asserting full-board oversight suffices; investors should weigh potential independence concerns against the stated rationale .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coda Octopus Group, Inc. | Chief Executive Officer; Director | CEO since 2011; Director since 2011 | Led corporate restructuring pre-CEO, then strategic execution and governance as CEO/Chair |
| Coda Octopus Group, Inc. | Chairman of the Board | Since March 2017 | Unified leadership structure; oversight of strategy and initiatives |
| Coda Octopus Products, Limited (UK) | CEO (flagship products) | Since 2013 | Direct leadership of core technology/products business |
| Coda Octopus Group, Inc. | SVP, Legal Affairs | 2006–2007 | Legal leadership; IP and governance contribution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leading City-London law firm | Attorney (IP specialization) | Prior career | IP expertise supporting technology strategy |
| United Nations | Various legal positions | Prior career | Advised on governance and legal frameworks |
| European Union | Team Leader/Advisor on EU-funded transitional projects | ~12+ years advising CEE | Led privatization and reform of state-owned assets (banks, infrastructure, mining, telecom) across CEE; large project management |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 305,000 | 305,000 |
| Annual Bonus Paid ($) | 100,000 | 100,000 |
| Employment Agreement Terms | Effective Mar 16, 2017; annual salary revised to $305,000 from July 1, 2019 | Effective Mar 16, 2017; annual salary $305,000; up to $100,000 performance bonus; 30 days paid vacation/holidays (Denmark) |
Performance Compensation
- Annual performance bonus: up to $100,000 upon achieving annually defined targets; specific metrics and weightings are not disclosed publicly .
- Actual payouts: $100,000 in FY 2023 and FY 2024 .
| Incentive Type | Target | Actual Payout | Metric Framework | Vesting/Timing |
|---|---|---|---|---|
| Annual Cash Bonus | Up to $100,000 | $100,000 (FY 2023); $100,000 (FY 2024) | Targets defined annually by board; metrics not disclosed | Annual cycle; paid for fiscal year performance |
Equity Ownership & Alignment
- Beneficial ownership: 2,367,952 shares or 21.1% of outstanding common stock as of Aug 1, 2025; consists of 95,038 shares held by Ms. Gayle and 2,241,581 shares beneficially owned by her spouse, which she disclaims . Shares outstanding used for calculation: 11,248,867 .
- Clawback policy: Adopted Sept 7, 2023, compliant with Nasdaq Rule 5608 and Exchange Act Section 10D/Rule 10D-1 .
- No executive stock ownership guidelines or pledging disclosures found in cited materials; skip due to non-disclosure.
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 2,367,952 (21.1% of 11,248,867 outstanding) |
| Direct Shares Held | 95,038 |
| Spouse’s Shares (Disclaimed) | 2,241,581 |
| Outstanding Shares Reference | 11,248,867 (as of July 30, 2025) |
| Clawback Policy | Effective Sept 7, 2023; Nasdaq 5608 compliant |
Insider transactions signal:
- Option exercises FY 2023: Annmarie Gayle acquired 32,291 shares on exercise; value realized $290,619 .
| Option Activity (FY 2023) | Shares Acquired on Exercise | Value Realized ($) |
|---|---|---|
| Annmarie Gayle | 32,291 | 290,619 |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Date/Term | Employment agreement dated Mar 16, 2017; no definitive term |
| Base Salary | $305,000 (effective July 1, 2019) |
| Annual Bonus Opportunity | Up to $100,000, targets defined annually |
| Vacation/Holidays | 30 days paid holidays in addition to Denmark public holidays |
| Notice | 12 months’ prior written notice by Ms. Gayle to terminate |
| Severance (No Cause) | Payment equal to annual salary plus separation bonus of $150,000 |
| Termination for Cause | Immediate; includes gross misconduct, serious/repeated breach, negligence, incompetence as determined by Board |
| Non-Compete/Non-Solicit | 12 months |
| Change-of-Control Terms | Not specifically disclosed beyond severance framework in cited materials (skip) |
Board Governance and Roles
- Board service: Director since 2011; Chairman since March 2017 .
- Dual role: CEO and Chairman combined; company argues unified leadership aids strategy and oversight by entire board; no Lead Independent Director designated, with board asserting independence maintained through processes .
- Committees: Compensation Committee comprises independent directors and met three times in FY 2023; Nominating Committee also independent and met three times; Audit Committee oversees auditor engagement and pre-approvals; Ms. Gayle not listed as a member/chair of these committees .
- Say-on-Pay: Advisory vote on NEO compensation included in annual meeting agenda in 2024 and 2025 proxy materials .
Performance & Track Record
- Management commentary indicates revenue increased 31.8% in SQ2025; strategy progress on DAVD adoptions and NanoGen sonar launch . Q3 FY2025 revenue increased by approximately 29%, with marine technology contributing 56.4% of net revenue; focus on defense adoption and untethered DAVD systems for U.S. special forces and a foreign navy .
Investment Implications
- Pay-for-performance alignment: CEO cash comp is modest with a capped annual bonus ($100k) and minimal recent equity grants, limiting direct equity-linked incentives; however, very large beneficial ownership through spouse concentrates alignment and control, though she disclaims beneficial ownership in those shares .
- Retention risk: Indefinite-term contract with 12-month notice, severance equal to salary plus $150k, and 12-month non-compete reduces near-term departure risk .
- Trading signals: Historical option exercise in FY 2023 suggests monetization of value, but recent proxies show no ongoing option or RSU awards for the CEO, limiting mechanical selling pressure from vesting schedules .
- Governance: Combined CEO/Chair without a Lead Independent Director is a potential red flag for independence; committee independence and clawback policy partially mitigate risk .
- Execution: Management emphasizes DAVD/NanoGen growth vectors and defense pipeline; near-term revenue momentum is positive, but investors should monitor capital deployment, defense adoption timelines, and governance structure resilience under stress .