Jennifer Pickering
About Jennifer Pickering
Jennifer M. Pickering, 47, is Chief Human Resources Officer and Corporate Secretary at Espey Mfg. & Electronics Corp. (ESP). She joined the company on April 8, 2024, became Assistant Corporate Secretary June 6, 2024, and was appointed Corporate Secretary on December 6, 2024; prior to Espey she held senior HR leadership roles at GlobalFoundries spanning HR Business Partner, Global Learning & Development, and Global HR Operations leadership . Company performance during her tenure includes FY2025 net sales of $43.95M (+13.5% YoY) and net income of $8.14M, with a total shareholder return (TSR) index value of 315 on a $100 initial investment vs. 148 in FY2024 and 114 in FY2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GlobalFoundries | Senior Director, Human Resources; HR Business Partner; Global Leader of Learning & Development; Global Leader of HR Operations & Employee Services | Not disclosed | Led global HR operations and development programs across a multinational semiconductor manufacturer |
External Roles
- No public company directorships or external board roles disclosed for Ms. Pickering .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | — | 194,096 |
| Target Bonus (%) | Not disclosed; bonus is discretionary per Board | Not disclosed; bonus is discretionary per Board |
| Actual Bonus Paid ($) | — | 12,500 |
| Option Awards Fair Value ($) | — | 27,250 |
| All Other Compensation ($) | — | 26,879 (ESOP allocation + 401(k) match) |
Performance Compensation
Cash Incentives
| Metric | Weighting | Target | Actual | Payout Timing |
|---|---|---|---|---|
| Discretionary performance assessment | N/A | Not disclosed | $12,500 | FY2025 |
Equity Incentives (Stock Options)
| Award Type | Shares | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|
| Stock options | 2,500 | 24.46 | Vests April 8, 2026 | April 8, 2034 |
| Stock options | 5,000 | 21.50 | Vests July 1, 2026 | July 1, 2034 |
- Aggregate grant-date fair value of FY2025 option awards: $27,250 .
- No PSU/RSU grants or performance-vested equity disclosed for Ms. Pickering .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| ESOP allocation | 670 shares allocated to Ms. Pickering as of June 30, 2025; 0% vested |
| Options (exercisable vs. unexercisable) | 0 exercisable; 7,500 unexercisable (see above awards) |
| Beneficial ownership % | Company had 2,933,593 shares outstanding on Oct 16, 2025; individual beneficial ownership for Ms. Pickering not enumerated separately in proxy; ESOP allocation noted above |
| Hedging/pledging policy | Company policy prohibits hedging, short sales, margin trading, swaps, or pledging of Company securities for insiders |
| Stock ownership guidelines | Not disclosed for executives |
Employment Terms
| Term | Provision |
|---|---|
| Start dates | Joined Apr 8, 2024; CHRO and Corporate Secretary since June 6, 2024; appointed Corporate Secretary Dec 6, 2024 |
| Contract term | One-year term effective Mar 15, 2025 with automatic one-year renewals unless 60 days’ notice is given |
| Base pay and bonus | Annual base salary; bonus at Board discretion upon CEO recommendation |
| Severance | If terminated “without cause” → nine months of base salary |
| Change of control | No specific CoC multiple disclosed for Ms. Pickering; CEO terms only are detailed separately |
| Clawback | Incentive Compensation Recovery Policy adopted Dec 1, 2023 (company policy) |
| Non-compete / non-solicit | Not disclosed for Ms. Pickering’s agreement in proxy; CEO agreement includes restrictive covenants (company practice) |
| Trading windows | Insider trading policy restricts trading to designated windows and prohibits hedging/pledging |
Compensation Committee Analysis
- Compensation Committee members: Michael Wool (Chair) and Carl Helmetag; 4 meetings in FY2025 .
- Objectives: Align performance with shareholder interests; retain and recruit talent; oversee executive pay and all equity grants; CEO authorized to grant up to 2,000 stock options to new senior hires .
- Consultants: Committee did not engage a compensation consultant .
Say-on-Pay & Shareholder Feedback
- 2025 advisory say-on-pay vote scheduled; company historically conducts say-on-pay every three years and recommends continuing a three-year frequency .
Risk Indicators & Red Flags
- Hedging/pledging prohibition reduces alignment risk around collateralized shares .
- Discretionary bonus design for non-PEO executives (including Ms. Pickering) provides limited disclosure of performance metrics; pay-for-performance transparency is lower for her role relative to CEO .
- No related-party transactions or legal proceedings impacting executive governance disclosed; none pending as of FY2025 .
Performance & Track Record
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Net Income ($000s) | 3,677 | 5,815 | 8,142 |
| TSR Index (Base $100) | 114 | 148 | 315 |
| Net Sales ($) | — | 38,736,319 | 43,950,872 |
Vesting Schedules and Potential Selling Pressure
- 2,500 options vest April 8, 2026; 5,000 options vest July 1, 2026; both could create incremental exercisable supply in mid-2026 .
Investment Implications
- Alignment: ESOP participation and time-vested options provide skin-in-the-game; hedging/pledging bans strengthen alignment .
- Pay-for-performance: Ms. Pickering’s bonus is discretionary with no disclosed quantitative metrics; equity awards are service-based, suggesting lower direct performance linkage vs. CEO’s metric-based cash bonus framework .
- Retention risk: Auto-renewing one-year contract with nine months’ severance “without cause” offers moderate retention protection; upcoming 2026 option vest dates are retention levers but may also drive potential post-vesting liquidity .
- Trading signals: 2026 vesting events could increase exercisable options; monitor Form 4 activity around vest dates and trading windows to gauge selling pressure .