Brandon Shepard
About Brandon Shepard
Brandon J. Shepard (age 41 as of March 31, 2025) serves as Vice President – Controller, Treasurer, and Corporate Secretary at Encision (ECIA). He joined the company in 2024 as VP of Finance and has served as the Controller, Principal Accounting Officer, and, at times, Principal Financial Officer, signing SOX 906 certifications and SEC filings; he holds a Master of Professional Accounting and dual B.S. degrees in Accounting and Information Systems from Metropolitan State University of Denver, and is a Certified Management Accountant (CMA) and CSCA . Company performance context during his early tenure: FY2025 revenue was $6.56M (down ~0.5% YoY) with gross margin improving to 54% and net loss narrowing to $0.22M; TSR values shown in the proxy’s pay-versus-performance table were $61.76 (FY2023), $75.00 (FY2024), and $70.00 (FY2025) based on $100 initial value .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Encision (ECIA) | VP – Controller, Treasurer, Corporate Secretary | 2025–present | Principal Accounting Officer responsibilities; signed SEC filings and certifications (e.g., NT 10-K and 8-K) . |
| Encision (ECIA) | VP of Finance | 2024–2025 | Finance leadership; later assumed Controller/PFO/PAO certifications (SOX 906 certs on 10-Qs) . |
External Roles
No external directorships or outside roles disclosed for Shepard in company filings reviewed .
Fixed Compensation
Encision’s FY2025 proxy lists Named Executive Officers (CEO, VP Marketing, VP Sales) in the Summary Compensation Table; Brandon Shepard is not listed as a NEO, and no base salary, target bonus, or cash compensation detail for him is disclosed in the proxy or 10-K .
Performance Compensation
Equity Awards and Option Economics
| Grant/Agreement Date | Instrument | Shares/Units | Exercise/Strike | Expiration | Grant-Date Fair Value | Vesting/Status Detail |
|---|---|---|---|---|---|---|
| 08/19/2024 | Stock Option | 25,000 | $0.32 | 11/19/2029 | $5,051 | Unexercisable as of 3/31/2025; option listed in FY2025 10-K executive options table . |
| 04/17/2025 | Stock Option | 25,000 (aggregate across two agreements totals 50,000) | Not disclosed | Not disclosed | Not disclosed | 13D states Shepard is party to option agreements dated 08/19/2024 and 04/17/2025 totaling 50,000 shares . |
| As of 08/26/2025 (reference date in 13D) | Options (exercisable within 60 days) | 5,833 | — | — | — | 5,833 options exercisable or becoming exercisable within 60 days of 08/26/2025; 44,167 not exercisable within 60 days . |
Notes:
- Company-level annual bonus framework (CEO employment agreement) uses revenue growth and net income growth pools; 45% allocable to CEO, 55% to Leadership Team; the proxy does not explicitly confirm Shepard’s participation or individual weighting/targets .
- No RSU/PSU awards were disclosed for Shepard in FY2025 filings .
Company Bonus Metric Framework (context)
| Metric | Structure / Weighting | Notes |
|---|---|---|
| Revenue Growth from prior year | 0%–12.5% “bonus %” on growth amount | Part of CEO bonus pool formula; pool split 45% CEO / 55% Leadership Team (discretionary allocation). Not a Shepard-specific plan disclosure . |
| Net Income Growth from prior year | 0%–20% “bonus %” on growth amount | See above . |
Equity Ownership & Alignment
| Component | Amount | Price/Terms | Date/As-Of | Notes |
|---|---|---|---|---|
| Common Shares Purchased (Private Placement) | 1,000,000 | $0.10 per share | 08/19/2025 | Purchased with personal funds . |
| Options – Exercisable within 60 days | 5,833 | — | 08/26/2025 (13D) | Counted in beneficial ownership . |
| Options – Not exercisable within 60 days | 44,167 | — | 08/26/2025 (13D) | Excluded from beneficial ownership per 13D footnote . |
| Total Beneficial Ownership | 1,005,833 | — | 08/26/2025 (13D) | 6.0% of outstanding based on 16,879,645 post-placement shares . |
Ownership/Trading Policy and Plans:
- Insider trading policy addresses trading, pledging and hedging risks and expressly prohibits derivative transactions by executives and directors; during FY2025 no officers or directors had Rule 10b5-1 plans in effect .
- No disclosure of any shares pledged as collateral by Shepard .
Employment Terms
- Start at Encision: 2024 (joined as VP of Finance; later VP – Controller, Treasurer, Corporate Secretary) .
- Company disclosure notes “at-will” nature of employee relationships and no contingent severance obligations recorded; no Shepard-specific employment agreement or severance/change-in-control terms are disclosed in FY2025 filings (CEO agreement disclosed separately) .
Performance & Track Record (company context during tenure)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Total Revenue ($) | — | $6,585,882 | $6,555,315 |
| Gross Profit Margin (%) | — | 48% (of product revenue) | 54% (of product revenue) |
| Net (Loss) ($) | — | $(691,783) | $(220,198) |
| TSR (Value of $100 Investment) | $61.76 | $75.00 | $70.00 |
Notes:
- The above are company-level metrics; filings do not attribute these directly to Shepard’s actions .
Risk Indicators & Red Flags
- Section 16 compliance: Company disclosed that Brandon Shepard filed his initial Form 3 late (administrative compliance flag) .
- Internal control weakness: Company reported material weaknesses in internal control over financial reporting (limited segregation of duties); while enterprise-level, this is relevant to the Controller/PAO function environment .
- Trading/Plans: No 10b5-1 plans in FY2025; insider policy prohibits derivative transactions by executives/directors, which reduces hedging/pledging misalignment risk; no pledging by Shepard disclosed .
Compensation Structure Analysis (what’s disclosed vs. not)
- Shift toward equity: Shepard’s disclosed FY2025 compensation elements are equity-heavy (stock options), with no cash bonus or salary details disclosed for him; two option agreements totaling 50,000 options plus a subsequent 1,000,000-share outright purchase highlight high equity exposure and alignment .
- Performance metrics: No Shepard-specific incentive metric weightings/targets disclosed; company-level CEO bonus pool uses revenue and net income growth and may extend to Leadership Team at CEO discretion, but individual targets for Shepard are not detailed .
Say-on-Pay & Shareholder Feedback
- The FY2025 proxy sought an advisory vote on executive compensation and frequency, but results are not included in the definitive proxy reviewed here .
Investment Implications
- Alignment and insider signal: Shepard’s purchase of 1,000,000 shares for $100,000 personal capital (6.0% ownership) and option exposure indicate strong alignment and a positive insider signal; near-term selling pressure appears limited given most options were unexercisable as of FY2025 year-end and a portion only became exercisable within 60 days of 8/26/2025 .
- Retention risk: Lack of disclosed severance/change-in-control protections for Shepard (at-will environment) could imply higher retention risk in adverse scenarios versus CEOs with formal agreements; however, sizable equity stake and options may provide retention incentives .
- Governance/compliance watch: Late Form 3 and enterprise ICFR weaknesses warrant monitoring given his PAO/Controller role; remediation progress and timely Section 16 filings reduce headline risk .
- Performance sensitivity: Company-level profitability and TSR have improved vs. FY2024 levels but remain modest; compensation for leadership (including discretionary pool components) is sensitive to revenue and net income growth, tying part of leadership incentives to execution on sales mix/margins .