Claire Spencer
About Claire Spencer
Claire K. Spencer, 35, became Vice President on June 16, 2025 and was appointed Chief Financial Officer and Corporate Secretary effective June 30, 2025, succeeding retiring CFO Craig Demarest . She holds an M.S. in Accounting and a B.B.A. in Accounting from Southern Methodist University and is a CPA affiliated with the AICPA and the Texas and Louisiana Societies of CPAs . Before CRWS, she led SEC reporting at H&E Equipment Services and held prior roles at HRI Properties and KPMG . Company context during her arrival: FY2025 net income was a loss of $9.36M, and 3-year TSR (from April 2022 base) stood at $68.35; early FY2026 quarterly results showed a Q1 loss followed by a Q2 profit .
Recent operating trajectory:
| Metric | Q1 FY2026 (Jun 29, 2025) | Q2 FY2026 (Sep 28, 2025) |
|---|---|---|
| Net Sales ($000s) | $15,478 | $23,695 |
| Net Income ($000s) | $(1,104) | $1,157 |
Additional performance reference:
- FY2025 Net Income: $(9,356)k
- 3-year TSR value (from Apr 4, 2022 base): $68.35
Past Roles
| Organization | Role | Years | Strategic Impact/Scope |
|---|---|---|---|
| H&E Equipment Services (Nasdaq) | Director of SEC Reporting | Jul 30, 2021 – Jun 2, 2025 | Managed all aspects of SEC filings and compliance . |
| H&E Equipment Services (Nasdaq) | SEC Reporting Manager | Jul 2019 – Jul 2021 | SEC reporting leadership . |
| HRI Properties | Financial Reporting Manager | May 2017 – Jun 2019 | Corporate financial reporting . |
| KPMG LLP | Audit roles | Oct 2013 – May 2017 | Public accounting and audit experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AICPA; Texas & Louisiana Societies of CPAs | Member | N/A | Professional CPA affiliations . |
Fixed Compensation
| Component | Detail |
|---|---|
| Base Salary | $250,000 per annum; eligible for increases at Board/Committee discretion . |
| Target Annual Bonus | 40% of base salary at target; 60% of base at maximum; FY2026 bonus prorated for days employed in FY . |
| Benefits | Standard company benefits (medical, dental, vision, life/AD&D, disability, 401(k)) . |
| Vacation | 15 days per calendar year (8 days for 2025 partial year) . |
Performance Compensation
| Incentive Type | Metric | Weighting | Target/Range | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus | Company EBITDA (plan based on annual EBITDA targets; broader plan funds on EBITDA after deducting incentive comp) | Not disclosed | 40% of base at target; up to 60% at max; FY2026 prorated | Paid in July following fiscal year if employed at FY end | Cash (no vesting) |
| Restricted Stock (2021 Plan) | Time-based | N/A | 15,000 shares granted at hire | N/A | 100% cliff vests on June 16, 2027 |
Notes:
- The company does not currently grant options as part of its regular executive program; equity awards are under the 2021 Plan .
Equity Ownership & Alignment
| Item | Status/Detail |
|---|---|
| Initial Grant | 15,000 shares of CRWS common stock (2021 Plan) granted June 16, 2025 . |
| Vesting Schedule | All 15,000 shares cliff vest on June 16, 2027 . |
| Beneficial Ownership (as of 6/13/2025 record date) | Not listed in ownership table (joined 6/16/2025; table covers directors/NEOs as of record date) . |
| Ownership Guidelines | CFO expected to hold shares equal to at least 1x annual salary within 5 years of appointment . |
| Hedging/Pledging | Prohibited: no hedging/monetization, no short sales, no margin/pledging; 10b5-1 plan guidelines in place . |
| Clawback | Company-wide clawback policy effective Oct 2, 2023 applies to incentive compensation . |
Vesting overhang and potential selling pressure:
- A single 15,000-share cliff on 6/16/2027 could create localized liquidity/selling pressure; policy-driven blackout windows and use of 10b5-1 plans mitigate disorderly selling risk .
Employment Terms
| Term/Clause | Key Terms |
|---|---|
| Role & Start | VP as of June 16, 2025; CFO & Secretary effective June 30, 2025 . |
| Agreement Term | Initial term through June 30, 2026; auto-extends monthly so the “Severance Protection Period” is always one full year unless notice given . |
| Severance (without Cause / for Good Reason) | Equal installments over 12 months totaling base salary at termination plus highest annual bonus paid/payable in the prior 3 full fiscal years; release required; applies whether or not a change in control occurs . |
| Non-Compete | During employment and for the Restricted Period: one year post-termination (or through Severance Protection Period if severance is triggered) across U.S., limited to companies that manufacture/market/distribute children’s products . |
| Non-Solicit (Customers/Employees) | One year post-termination under defined “Material Contact” criteria for customers; employee non-solicit also applies . |
| Confidentiality/IP | Strong confidentiality and IP assignment provisions; injunctive relief available . |
| Cooperation | Up to five years post-employment cooperation, with reimbursed costs and reasonable compensation as applicable . |
| Clawback | Compensation subject to Company clawback policy and applicable listing rules . |
| Insider Trading | No hedging/shorting/derivatives/pledging; blackout periods and Rule 10b5-1 plan guidelines . |
Definitions (excerpt):
- “Cause” includes felony/fraud, dishonest acts, material policy violations, or willful failure to perform duties (with notice/cure rights where applicable) .
- “Good Reason” includes material diminution in duties/authority, material pay cut (outside proportionate NEO-wide reductions), required relocation >50 miles, or other material breach (with notice/cure mechanics) .
Investment Implications
- Pay-for-performance alignment: Annual bonus driven by Company EBITDA and equity via the 2021 Plan align incentives with operating profit and shareholder value creation; clawback and stock ownership guidelines reinforce discipline .
- Retention and selling dynamics: A 15,000-share time-based grant with a single 6/16/2027 cliff plus a one-year non-compete and 12-month severance construct lower near-term departure risk; potential selling pressure around vesting is mitigated by blackout windows and 10b5-1 plan usage .
- Change-in-control economics: No enhanced CIC multiple—severance applies irrespective of CIC—suggests a shareholder-friendly posture (limits windfalls; keeps focus on performance) .
- Execution setup: New CFO during a transition year; early FY2026 prints show improvement from Q1 loss to Q2 profit, but prior-year FY2025 net loss and lower 3-year TSR frame a need for sustained margin/EBITDA execution and working-capital discipline under her financial leadership .
Overall, Spencer’s contract design (EBITDA-based cash bonus, meaningful time-based equity, 1x-salary ownership guideline, and clawback/anti-hedging rules) supports alignment, while the two-year cliff timing and standard severance terms moderate retention risk without overpaying for tenure .