Jennifer K. Brand
About Jennifer K. Brand
Jennifer K. Brand, 52, is Vice President, Sales at Cyanotech (appointed May 2025), after joining in December 2024 as Head of Retail Sales . She holds a BA in Russian Language & Literature from the University of Washington and brings 30+ years of experience in eCommerce, global expansion, and international sales management with a revenue optimization focus . During her early tenure, Cyanotech reported Q2 FY2026 net sales growth of 19.3% YoY and gross margin expansion to 34.3%, with trailing-twelve-month net loss improving to $1.776M vs. $5.452M YoY; these results provide context for commercial execution while not solely attributable to any one executive . Company pay-versus-performance disclosure shows a depressed TSR over FY2023–FY2025 (value of a $100 initial investment: $27 → $9 → $11) alongside persistent net losses, underscoring the importance of profit-linked incentives for alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cyanotech | Head of Retail Sales | Dec 2024–May 2025 | Led retail channel before promotion to VP Sales, leveraging eCommerce and revenue optimization focus . |
| Netrush | Leadership role (not specified) | Not disclosed | eCommerce/global expansion and sales management expertise . |
| Bridgewell Resources | Leadership role (not specified) | Not disclosed | International markets and revenue optimization . |
| North Pacific Group | Leadership role (not specified) | Not disclosed | International sales management . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Hardwood Export Council | Advisory/board role | Not disclosed | Industry advisory/board experience . |
| International Wood Products Association | Advisory/board role | Not disclosed | Industry advisory/board experience . |
Fixed Compensation
- Employment agreement status: No other executive officer has an employment agreement; executives are at-will employees (applies company-wide beyond the CEO) .
- Base salary setting methodology (company policy): Salaries benchmarked to third-party surveys, targeted near median and adjusted for experience, responsibility, and company needs .
- Annual bonus policy (company policy): Cash bonus eligibility via Management Bonus Plan, discretionary and funded by profit before tax; not a guaranteed component .
Performance Compensation
Company-wide design features relevant to executives (including VP-level officers unless otherwise limited by role/NEO status):
| Component | Metric/Mechanics | Payout / Mix | Vesting | Notes |
|---|---|---|---|---|
| Management Bonus Plan | Funded as a % of profit before taxes; executives placed in market-based tiers | Two-thirds cash; one-third RSUs | RSUs vest ratably over 3 years | Annual plan; discretionary based on company performance and CEO recommendations (for non-CEO execs) . |
| Equity Incentives (2016 Plan) | Options and RSUs to align with long-term shareholder interests | N/A | Options typically multi-year; RSUs generally 3-year ratable | Committee expects annual grants to select execs/key employees; RSU grants to all employees every three years; plan amendment removed minimum vesting provisions . |
| Change-in-Control Treatment | Upon certain CIC events with double-trigger event, awards may accelerate; could also be assumed/substituted or cashed out | N/A | As per plan terms | Options accelerate on CIC/Corporate Transaction unless assumed/replaced; CIC definition and alternatives specified in plan . |
Notes:
- FY2025 bonuses to NEOs were not paid given profitability outcomes; this illustrates discipline in applying profit-linked incentives .
- Specific targets/weightings for department-level sales goals are not disclosed for VP Sales .
Equity Ownership & Alignment
- Individual ownership: Brand is listed among executive officers, but she does not appear individually in the beneficial ownership table in the 2025 proxy (which lists directors and certain officers/NEOs), and no individual grant for her is shown in the outstanding awards table provided (CEO and CFOs shown) .
- Company insider trading policy is in place; policy was filed with the 10-K and referenced in corporate governance disclosures .
- Shares outstanding: 7,392,243 as of November 1, 2025 (context for potential ownership percentage calculations) .
Employment Terms
| Term | Status for Brand | Source |
|---|---|---|
| Employment agreement | None; at-will (applies to all execs other than CEO) | |
| Severance | Not disclosed for non-CEO execs | — |
| Change-in-control | Equity awards, if any are outstanding, subject to 2016 Plan CIC provisions (acceleration on double trigger; assumption/substitution/cash-out alternatives) | |
| Non-compete / Non-solicit / Garden leave | Not disclosed | — |
| Clawback policy | Not disclosed in proxy; governance docs reference codes/insider trading policy |
Performance & Track Record
| Metric | Period | Value | Source |
|---|---|---|---|
| Net sales | Q2 FY2026 | $6,976,000 (+19.3% YoY) | |
| Gross profit margin | Q2 FY2026 | 34.3% (vs. 25.3% YoY) | |
| Operating income | Q2 FY2026 | $190,000 (vs. -$975,000 YoY) | |
| TTM net sales | TTM to 9/30/2025 | $25,269,000 (vs. $23,295,000 prior TTM) | |
| TTM net loss | TTM to 9/30/2025 | $1,776,000 (vs. $5,452,000 prior TTM) | |
| Pay vs Performance TSR – value of initial $100 | FY2023 | $27 | |
| Pay vs Performance TSR – value of initial $100 | FY2024 | $9 | |
| Pay vs Performance TSR – value of initial $100 | FY2025 | $11 | |
| Net (loss) income (in thousands) | FY2023 | $(3,440) | |
| Net (loss) income (in thousands) | FY2024 | $(5,267) | |
| Net (loss) income (in thousands) | FY2025 | $(3,203) |
Context and takeaways:
- Brand’s tenure commenced Dec 2024 (retail lead) and May 2025 (VP Sales). Company results in Q2 FY2026 show notable revenue growth and margin expansion, supportive of commercial momentum .
- Longer-term TSR remains challenged over FY2023–FY2025 despite FY2025 operational improvement vs. FY2024, reinforcing the company’s emphasis on profitability-linked incentives .
Compensation Committee Analysis
- Committee members: David L. Vied (Chair) and Michael A. Davis; both independent under OTCQB rules .
- Responsibilities: Review executive compensation policy, bonus plans, equity plans; approve equity grants; evaluate CEO performance .
Investment Implications
- Alignment: Cyanotech’s pay design ties executive cash bonus funding to profit before taxes with one-third paid in RSUs that vest over three years, supporting medium-term alignment and discouraging short-termism . Lack of individual disclosure for Brand’s grants/ownership leaves “skin-in-the-game” unclear; monitor future proxies and Section 16 filings for ownership and award activity .
- Retention risk: Executives (other than the CEO) are at-will with no disclosed severance/change-of-control cash protections, which can raise flight risk if external opportunities arise; however, multi-year vesting of any RSUs/options (if granted) can be a retention lever .
- Selling pressure: No scheduled vesting specifics for Brand were disclosed; without grant detail, near-term insider selling signals are not inferable—track future Form 4s for any sales/vests .
- Governance watch items: 2016 Equity Incentive Plan permits CIC acceleration on double trigger and allows assumption/substitution/cash-out alternatives; ensure any future awards to Brand adhere to shareholder-friendly triggers and avoid discretionary accelerations .
- Execution signals: The Q2 FY2026 uplift in net sales and margins indicates improving operating leverage during Brand’s early period as VP Sales; sustaining growth while improving profitability would validate sales execution and could unlock incentive payouts under the profit-linked plan .
Monitoring checklist:
• Next DEF 14A for individual ownership/award disclosure (if she becomes a NEO) .
• Section 16 Forms 3/4/5 for any initial ownership, grants, and subsequent transactions (compare to CFO precedent) .
• Quarterly revenue/margin trajectories (press releases/10-Qs) to gauge sales execution durability .
• Any policy updates on clawbacks/hedging/pledging in governance documents .