Brian Jackman
About Brian Jackman
Brian J. Jackman is Encision’s Vice President of Marketing (since February 2019) and has been with the company since 2006. He holds a B.S. in Mechanical Engineering from the University of Colorado at Boulder and is credited with several patents for laparoscopic surgical instruments; his responsibilities include national accounts and leadership across marketing, sales, device design, and program management . As of March 31, 2025, he was 43 years old . Company-level pay-versus-performance data indicate cumulative TSR values of $61.76, $75.00, and $70.00 for FY 2023–FY 2025, respectively, and the proxy notes compensation is not directly tied to Net Income/Loss; equity awards (stock options) are used to align with shareholder experience .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Encision Inc. | Senior Engineering Program Manager | 2009–2012 | Led engineering programs; contributed to surgical device design and patents |
| Encision Inc. | Marketing Manager | 2012–2014 | Advanced product marketing and positioning |
| Encision Inc. | Director of Marketing | 2014–2019 | Directed marketing strategy; national accounts oversight |
| Encision Inc. | VP of Marketing | Feb 2019–present | Leads marketing and national accounts; cross-functional leadership in sales/design |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $161,236 | $161,477 | $155,695 |
| Bonus ($) | $0 | $0 | $0 |
| Stock Awards ($) | $0 | $0 | $0 |
| Option Awards ($) | $5,660 | $0 | $10,939 |
| All Other Compensation ($) | $0 | $0 | $0 |
| Total ($) | $166,896 | $161,477 | $166,634 |
Performance Compensation
Option Grants
| Name | Grant Date | Options (#) | Exercise Price ($/Sh) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Brian J. Jackman | 05/01/2024 | 40,000 | 0.37 | $9,611 |
| Brian J. Jackman | 11/14/2024 | 5,000 | 0.42 | $1,328 |
Equity grant timing disclosure shows the 11/14/2024 grant occurred outside four business days before and one business day after filings; market price change around disclosure was −4.7% .
Options Exercised
| Fiscal Year | Options Exercised (#) | Value Realized ($) |
|---|---|---|
| FY 2024 | 40,000 | $4,180 |
| FY 2025 | 1,500 | $750 |
Outstanding Options (as of March 31, 2025)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($/Sh) | Expiration |
|---|---|---|---|
| 5,000 | 833 | 0.55 | 05/25/2025 |
| 9,167 | 3,167 | 0.50 | 11/12/2025 |
| 6,833 | 8,000 | 1.40 | 01/13/2027 |
| 7,000 | 40,000 | 0.51 | 02/09/2028 |
| — | 5,000 | 0.37 | 08/01/2029 |
| — | — | 0.42 | 02/14/2030 |
Vesting schedules are not disclosed in detail; mix of exercisable and unexercisable options indicates ongoing vesting under the 2014 Equity Incentive Plan administered by the Compensation Committee .
Equity Ownership & Alignment
| Date (Record) | Beneficial Shares | % of Class | Options Exercisable within 60 Days (Included Above) |
|---|---|---|---|
| June 17, 2024 | 45,654 | 0.38% | Not itemized for Jackman in 2024 table |
| June 23, 2025 | 39,417 | 0.33% | 35,917 |
- Insider trading policy expressly prohibits derivative transactions and highlights risks of pledging or margin accounts; no Rule 10b5-1 plans were in effect for executive officers during FY 2025 .
- No stock ownership guidelines, pledging disclosures specific to Jackman, or hedging exceptions are provided beyond policy-level prohibitions .
Employment Terms
- No individual employment agreement, severance, or change-in-control terms are disclosed for Brian Jackman in reviewed proxy materials; the proxy describes CEO agreement terms only (auto-renewal, revenue and net income growth bonus pool mechanics, severance up to 1x base, and a $50,000 CoC bonus for the CEO) .
- Company-level policy on trading/hedging/pledging applies to executives; equity grant timing is not coordinated with material nonpublic disclosures per policy .
- Section 16(a) compliance: two late Forms 4 were filed by Brian Jackman in FY 2025, per the proxy’s compliance disclosure .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on Executive Compensation | 7,341,220 | 301,521 | 9,365 | 2,315,970 |
| Frequency of Future Advisory Votes | 1 Year | 2 Years | 3 Years | Abstain |
|---|---|---|---|---|
| 2025 Frequency Selection | 2,498,180 | 102,005 | 5,005,296 | 46,625 |
Compensation Structure Observations
- Year-over-year mix: FY 2024 compensation was entirely cash salary with no option awards; FY 2025 introduced option grants ($10,939 grant-date fair value), modestly increasing at-risk pay vs prior year while fixed salary decreased slightly .
- No annual cash bonus or RSU/PSU programs are disclosed for Jackman, indicating equity incentives primarily via stock options rather than performance share units .
- Company disclosure states compensation is not directly tied to Net Income/Loss; alignment is sought via stock options and overall shareholder experience (TSR) .
Investment Implications
- Alignment: Jackman’s equity exposure is mainly options with staggered expirations through 2030; recent grants at low exercise prices (0.37–0.42) create upside alignment with shareholders if the stock appreciates, though lack of explicit PSU metrics limits pay-for-performance precision .
- Selling pressure: Executable options within 60 days totaled 35,917 at the June 23, 2025 record date, and he exercised 1,500 options in FY 2025 vs 40,000 in FY 2024; the FY 2025 proxy indicates no 10b5-1 plan in effect, reducing programmatic selling risk but some discretionary sales may occur around expirations .
- Retention risk: Absence of disclosed employment/severance/change-in-control protections for Jackman suggests standard at-will arrangements; retention relies on ongoing equity incentives under the 2014 Plan rather than contractual economics .
- Governance/compliance: Two late Forms 4 for Jackman represent a minor compliance flag; company-level prohibitions on hedging/derivatives and pledging risks are explicit, which is positive for alignment .
- Shareholder sentiment: Strong say-on-pay support in 2025 and selection of a three-year advisory vote cycle indicate investor acceptance of the compensation framework; however, the small absolute size of NEO compensation and limited performance-based metrics (beyond options) should be monitored for future alignment as strategy evolves .