Gayle Jardine
About Gayle Jardine
Gayle Jardine is Interim Chief Financial Officer (since May 2023 with a brief gap Nov 27, 2023–Feb 13, 2024; re-appointed Feb 14, 2024) and European Finance Director (since Sep 1, 2015) at Coda Octopus Group. She is 55, holds a Bachelor’s degree with Honors from Robert Gordon University, and has been a Chartered Institute of Management Accountants (CIMA) member since 1996 . Compensation disclosures show her UK base salary of £82,000 (~$105.3k) plus a role-based monthly inducement while acting as Interim CFO (£5,000/month in 2023; £6,000/month in 2024), with total reported 2024 compensation of $171,648 (Salary $82,600; Bonus $71,622; All Other $17,426) . No TSR, revenue growth, or EBITDA growth metrics specific to her compensation are disclosed in the proxy CD&A .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coda Octopus Group | Interim Chief Financial Officer | May 2023–Nov 2023; Feb 14, 2024–present | Provided continuity of finance leadership; interim coverage during CFO transitions |
| Coda Octopus Products Ltd. | European Finance Director | 2015–present | Led European finance operations; integral leader within finance division |
| Pentland Accounting Limited | Owner/Director | Not disclosed | Provided management accounting services to commercial clients |
| Wireless Fibre Systems | Operations & Finance Manager | Not disclosed | Operations and finance leadership role |
| Scottish Water Solutions; Honeywell | Management Reporting Leadership Roles | Not disclosed | Management reporting leadership across major organizations |
| Hewlett Packard / Agilent Technologies | Financial analysis; planning/reporting; financial operations | Not disclosed | Supported R&D, marketing, production, procurement; global product line finance across UK/US/Germany |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (USD) | $95,204 | $82,600 | Base salary reflects UK role; separate inducement for Interim CFO |
| Interim CFO Inducement (role-based) | £5,000/month (approx. $6,200/mo) while acting as Interim CFO | £6,000/month (approx. $7,700/mo) while acting as Interim CFO | Paid monthly during interim service; in addition to UK base pay |
| All Other Compensation | $32,922 | $17,426 | Company contributions to insurance benefits per proxy footnote |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Bonus (as reported) | Not disclosed | Not disclosed | Not disclosed | 2023: $23,801; 2024: $71,622 | Paid as cash; no KPI detail disclosed |
| Interim CFO Short-Term Inducement | Role-based inducement for acting Interim CFO; no KPIs disclosed | n/a | n/a | 2023: £5,000/month (approx. $6,200/mo); 2024: £6,000/month (approx. $7,700/mo) | Paid monthly during interim service periods |
| RSU Grant (Service-based) | Service-based (no performance metric) | n/a | n/a | 2,500 shares; grant date 5/3/2023; fair value $20,275 | Vests six months from grant date |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 6,333 shares (includes 3,333 currently exercisable options) |
| Ownership as % of Outstanding | Less than 1% (based on 11,248,867 shares outstanding as of 7/30/2025) |
| Options Outstanding (as of 10/31/2024) | 3,334 options exercisable, strike $4.62, expiration 3/23/2025 |
| RSUs Outstanding/History | 2,500 RSUs granted 5/3/2023; fair value $20,275; six-month vest |
| Pledged Shares | Not disclosed in reviewed filings |
| Hedging/Pledging Policy | Not disclosed in reviewed filings; company adopted a Clawback Policy effective 9/7/2023 (Nasdaq Rule 5608; SEC Rule 10D-1) |
| Stock Ownership Guidelines | Not disclosed in reviewed filings |
Multi-Year Compensation (Summary)
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Salary | $95,204 | $82,600 |
| Bonus | $23,801 | $71,622 |
| Restricted Stock Awards | $20,275 | - |
| Option Awards | - | - |
| All Other Compensation | $32,922 | $17,426 |
| Total | $172,202 | $171,648 |
Employment Terms
| Term | Detail |
|---|---|
| Employer/Agreement | Coda Octopus Products Ltd. (UK subsidiary); effective Sep 1, 2015 |
| Role | European Director of Finance; Interim CFO (May 2023–Nov 2023; re-appointed Feb 14, 2024) |
| Base Salary | £82,000 (~$105,300) for UK role |
| Interim CFO Inducement | 2023: £5,000/month (approx. $6,200/mo); 2024: £6,000/month (approx. $7,700/mo) |
| Holidays/Pension | 25 paid holidays plus UK public holidays; UK statutory pension contributions |
| Termination/Notice | Company may terminate with eight weeks written notice |
| Clawback | Companywide Clawback Policy adopted Sep 7, 2023 (Nasdaq 5608; SEC Rule 10D-1) |
Compensation Committee and Governance Context
- Compensation Committee members (FY24 year-end): Michael Hamilton (Chair), Robert Harcourt, Gwenael Rouy-Poirier; all independent; three meetings in FY23 . In 2025 proxy, the Compensation Committee is composed of Michael Hamilton (Chair), Robert Harcourt, and Gwenael Rouy-Poirier .
- Advisory say-on-pay vote (Sept 10, 2025): For 7,016,633; Against 43,303; Abstain 30,857 . Board recommends approval of NEO compensation on an advisory basis .
- Related party transactions: None required to be reported in 2025 proxy .
Say-on-Pay Results
| Meeting Date | For | Against | Abstain |
|---|---|---|---|
| Sep 10, 2025 | 7,016,633 | 43,303 | 30,857 |
Investment Implications
- Pay mix skews to fixed/role-based inducements (monthly Interim CFO payments) with limited disclosed performance linkage; lack of explicit KPI/weighting suggests lower pay-for-performance transparency for the interim role .
- Near-term vesting/sale pressure from awards appears modest: one 2,500-share RSU grant (vested six months post-grant) and a small option position (3,334 options at $4.62, expiring 3/23/2025 as of last disclosed) indicate limited incremental selling overhang tied to large equity vests; beneficial ownership remains de minimis (<1%) .
- Alignment safeguards: companywide clawback policy is in place; however, no explicit executive stock ownership guidelines or hedging/pledging policies were disclosed, which may limit formal alignment requirements for interim executives .
- Retention risk appears mitigated by role-based inducements during interim periods and straightforward termination notice terms; absence of disclosed severance/CIC multiples or accelerated vesting specific to Jardine reduces parachute-related overhang .