Gregory Trudel
About Gregory Trudel
Gregory J. Trudel is President & CEO of Encision Inc. (ECIA) and has served as a director since December 2013; he has 35+ years of surgical devices experience with prior leadership roles at Covidien (global marketing for surgical energy and stapling), CONMED Electrosurgery, SilverGlide Surgical Technologies, and Stryker; he holds a B.S. (University of Connecticut) and an M.B.A. (University of Bridgeport) . As of FY2025, his age is 64; company pay-versus-performance disclosures show cumulative TSR value of a $100 investment at $61.76 (FY2023), $75.00 (FY2024), and $70.00 (FY2025), with company net losses of $(323.9)k, $(691.8)k, and $(220.2)k respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Covidien | Global Marketing for surgical energy and stapling | 2008–Dec 2013 | Led global marketing in surgical energy/stapling ahead of joining as CEO |
| CONMED Electrosurgery | Leadership roles | Not disclosed | Medical device operating leadership experience |
| SilverGlide Surgical Technologies | Leadership roles | Not disclosed | Medical device operating leadership experience |
| Stryker | Leadership roles | Not disclosed | Medical device operating leadership experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships disclosed for Mr. Trudel |
Board Governance and Roles
- Board service: Director since December 2013; current board has four members; three are independent (Fries, Kornelsen, Pace) under NYSE rules .
- Committees: Compensation (Kornelsen, Fries); Nominating (Fries, Kornelsen, Pace); Audit (Kornelsen, Pace). Mr. Trudel does not serve on any committee .
- Leadership structure: No Chairman; CEO and Chair roles are separated by practice (no Chair), with committees comprised entirely of independents; each director attended at least 75% of board/committee meetings in FY2025 .
- Dual-role implications: As CEO and a director, Trudel is a non-independent director; governance mitigants include independent committee composition and absence of a combined CEO/Chair role .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base salary (USD) | $260,278 | $264,031 | $253,753 |
| Cash bonus paid (USD) | $0 | $0 | $0 |
| All other compensation (USD) | $0 | $0 | $0 |
| Total SCT compensation (USD) | $264,051 | $267,402 | $303,136 |
Notes: “SCT” is Summary Compensation Table.
Performance Compensation
Annual Incentive Design (per Employment Agreement)
| Metric | Performance thresholds | Payout rate on “amount” | Allocation |
|---|---|---|---|
| Revenue growth vs prior year | 12.5%, 15%, 25%, 35%, >50% | 0%, 10%, 12.5%, 12.5%, 12.5% of revenue growth “amount” | 45% of bonus pool to CEO; 55% to leadership team at CEO’s discretion |
| Net income growth vs prior year (pre-tax, pre-bonus GAAP; excludes certain capital-raising impacts) | 12.5%, 15%, 25%, 33%, >100% | 0%, 15%, 17.5%, 20%, 20% of net income growth “amount” | As above |
- Pool cap: 15% of first $500k of net income plus 17.5% of excess over $500k; no payout on years with losses in comparison calculation .
- Actual payouts: $0 bonus paid to Mr. Trudel in FY2023–FY2025 .
- Company notes compensation is not directly tied to net income/loss in its program (context to pay-versus-performance) .
Equity Awards Granted (FY2025)
| Grant date | Instrument | Shares/options | Exercise price | Grant date fair value |
|---|---|---|---|---|
| 05/01/2024 | Stock options | 200,000 | $0.37 | $48,056 |
| 11/14/2024 | Stock options | 5,000 | $0.42 | $1,328 |
Options Exercised
| Fiscal year | Shares exercised | Value realized |
|---|---|---|
| FY2024 | 200,000 | $83,000 |
| FY2025 | 1,500 | $750 |
Outstanding Stock Options (as of 3/31/2025)
| Tranche | Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|---|
| Grant 1 | 9,167 | 833 | $0.50 | 11/12/2025 |
| Grant 2 | 51,250 | 23,750 | $1.50 | 01/13/2027 |
| Grant 3 | 44,333 | 25,667 | $1.35 | 04/19/2027 |
| Grant 4 | 4,667 | 5,333 | $0.51 | 02/09/2028 |
| Grant 5 | 2,833 | 7,167 | $0.46 | 01/19/2029 |
| Grant 6 | — | 200,000 | $0.37 | 08/01/2029 |
| Grant 7 | — | 5,000 | $0.42 | 02/14/2030 |
Insider trading policy prohibits derivative transactions by officers/directors; FY2025: no 10b5-1 plans in effect among directors or executive officers .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 273,401 shares; 2.28% of outstanding (as of 6/23/2025; 11,879,645 shares outstanding) |
| Options counted in beneficial ownership | Includes 104,506 shares issuable pursuant to options exercisable as of June 23, 2025 or within 60 days |
| Unexercisable options outstanding | See detailed schedule above; unexercisable tranches total across grants as disclosed |
| Pledging/hedging | Policy warns of risks from pledging/margin and expressly prohibits derivative transactions by officers/directors |
| Rule 10b5-1 plans | None in effect during FY2025 for directors/executives |
Employment Terms
- Agreement: Employment Agreement dated November 14, 2016; initial two-year term with automatic one-year renewals unless notice given .
- Base salary under agreement: $214,725 initially; increases to $230,000 after three months of profitability; (current salaries reflect subsequent increases per SCT) .
- Annual incentive: As detailed above; CEO receives 45% of pool; structure based on revenue and net income growth with pool cap .
- Change-of-control: Special $50,000 cash bonus if the company is acquired during his employment; if termination is in connection with a “Change of Control” (as defined in the 2014 Equity Incentive Plan), severance is paid in a lump sum rather than installments .
- Severance: If terminated without cause or resigns for good reason, severance of up to 1x base salary, paid ratably over 12 months (unless CoC-linked termination as above); no severance if agreement term expires or is not renewed .
- Restrictive covenants: Confidentiality; non-compete and non-solicitation for one year post-termination .
Pay vs Performance Context
| Fiscal Year | SCT Total (PEO) | CAP (PEO) | TSR value of $100 | Net (Loss) ($000s) |
|---|---|---|---|---|
| FY2023 | $264,051 | $179,658 | $61.76 | $(323.9) |
| FY2024 | $267,402 | $288,211 | $75.00 | $(691.8) |
| FY2025 | $303,136 | $279,629 | $70.00 | $(220.2) |
Notes: Company disclosure states compensation is not directly tied to net income or loss; equity awards are intended to align with shareholder experience (stock price) .
Additional Governance/Risk Signals
- Section 16 compliance: FY2025 review notes two late Forms 4 for Mr. Trudel (and others), indicating some reporting control slippage .
- Related party transactions: Ongoing consulting payments to an entity controlled by director Robert Fries ($40,727 in FY2025; $32,032 in FY2024), a governance watchpoint though disclosed .
- Ownership concentration: CMED Partners LLLP (affiliated with director Kornelsen) owns 27.62% as of June 23, 2025, indicating significant insider/control holder influence .
Investment Implications
- Alignment and leverage to performance: CEO pay is predominantly salary plus options; no annual cash bonus paid in FY2023–FY2025, consistent with the growth-and-profit-based bonus framework and ongoing net losses; equity-heavy mix aligns with TSR but concentrates risk on stock price recovery .
- Overhang/vesting supply: Large unexercisable option blocks (notably 200,000 at $0.37 from 05/01/24) introduce potential future selling pressure as tranches vest/in-the-money; monitor expirations and vesting cadence from the outstanding schedule .
- Retention and CoC economics: Severance limited to up to 1x base salary and a modest $50k CoC bonus suggest low golden-parachute risk; restrictions (one-year non-compete/non-solicit) support retention and transition control .
- Trading policy discipline: No 10b5-1 plans in FY2025, and derivative transactions prohibited; however, late Form 4s are a compliance red flag to monitor for process improvements .
- Governance quality: CEO serves as a director but is not on key committees; independent committees and no Chairman structure reduce dual-role concerns; related-party consulting to a director remains a governance watch item .
Overall: Trudel’s incentives are option-centric with a growth/profit pool that has not paid out recently, aligning him with a turnaround/TSR improvement scenario while keeping cash costs low; limited severance and small CoC bonus reduce downside for shareholders, but concentrated insider ownership and related-party fees warrant continued governance scrutiny .