Kaitlyn O’Neil
About Kaitlyn O’Neil
Kaitlyn N. O’Neil, 33, is Principal Financial Officer (PFO) and Treasurer of Espey Mfg. & Electronics, appointed effective February 15, 2025; she joined ESP on January 6, 2025 and is a Certified Public Accountant with prior roles at Octo Telematics North America (Finance Director), Precisely Holdings (various finance roles), and KPMG (Senior Audit Associate) . She is unrelated to CEO David O’Neil and now serves as ESP’s principal financial signatory on SEC certifications . Company performance context during her early tenure: ESP’s TSR (value of $100 initial) moved from 114 (FY23) to 148 (FY24) to 315 (FY25), with FY25 net income of $8.1M .
Company performance metrics:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD Millions) | $35.6* | $38.7* | $44.0* |
| EBITDA ($USD Millions) | $4.8* | $7.0* | $8.6* |
| TSR – Value of $100 | $114 | $148 | $315 |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Octo Telematics North America, LLC | Finance Director | 2021–Jan 2025 | Led FP&A and finance for telematics operations; experience in scaling processes and controls . |
| Precisely Holdings, LLC | Various finance roles | 2017–2021 | Financial planning/analysis and M&A-related finance responsibilities . |
| KPMG LLP | Senior Audit Associate | 2015–2017 | Audited publicly traded companies; technical accounting and controls exposure . |
External Roles
No public company directorships or external board roles disclosed for Ms. O’Neil in the latest proxy .
Fixed Compensation
| Component | FY 2025 Actual | Notes |
|---|---|---|
| Base Salary | $60,000 | Partial-year paid in role (appointed 2/15/2025). |
| Target Bonus % | Not disclosed (discretionary) | Bonus determined at Board discretion on CEO recommendation. |
| Bonus Paid | $0 | No bonus paid for FY 2025. |
| Other Cash/Benefits | $600 (401k match; no ESOP allocation in FY25) | Ms. O’Neil 0% vested in ESOP at 6/30/2025 . |
Compensation governance context: Compensation Committee sets executive programs; no external compensation consultant engaged .
Performance Compensation
Equity and at-risk incentives:
| Instrument | Grant Size | Exercise/Strike | Expiration | Vesting | Grant Date FV |
|---|---|---|---|---|---|
| Stock Options | 2,500 unexercisable | $28.31 | 01/06/2035 | Cliff vest 01/06/2027 | $10,725 (FY25 option award value) |
- Incentive award cadence/policy: Board typically grants options at scheduled meetings; options vest over two years; FY25 grants occurred on 7/1/2024, 9/6/2024, and 1/6/2025 (not coordinated with MNPI windows) .
- Annual bonus plan (for PFO): Fully discretionary based on company and individual performance; no formulaic financial metrics disclosed for Ms. O’Neil .
Performance-plan table (company policy perspective):
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Discretionary cash bonus | N/A | Board discretion | N/A (FY25 paid $0) | N/A |
| Service-based option vesting | N/A | Continued service | Vests 1/6/2027 | As disclosed |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | Not specifically disclosed for Ms. O’Neil in security ownership tables . |
| Options (exercisable/unexercisable) | 0 exercisable / 2,500 unexercisable at $28.31, expiring 1/6/2035; vesting 1/6/2027 . |
| ESOP participation/vesting | Participant; 0% vested as of 6/30/2025 . |
| Hedging/Pledging | Company policy prohibits short sales, puts, calls, swaps, trading on margin, and pledging company stock as collateral . |
| Ownership guidelines | No executive stock ownership guideline disclosure identified in proxy . |
Implications: Prohibition on hedging/pledging reduces misalignment risk; unvested options and ESOP vesting create retention/long-term alignment incentives .
Employment Terms
Key terms from Employment Agreement (effective 3/15/2025; one-year term, auto-renews):
| Topic | Terms |
|---|---|
| Title/Start | PFO & Treasurer; joined 1/6/2025; appointed effective 2/15/2025 . |
| Term | 1-year term from 3/15/2025; auto-renews for successive 1-year periods unless 60 days’ notice of non-renewal . |
| Base Salary | Annual base salary (amount not specified in agreement) . |
| Bonus | Discretionary bonus based on Board judgment and CEO recommendation . |
| Equity | Eligible for ESOP and for stock option or other equity awards at Board discretion . |
| Severance | If terminated “without cause”: 9 months of base salary, paid in installments, subject to release . |
| Non-Compete | 9 months post-termination non-compete; non-solicit also applies during “Noncompetition Term” . |
| Confidentiality/Cooperation | Robust confidentiality; post-termination cooperation obligation . |
| 409A/Legal | Agreement intended to comply with Section 409A; NY law governs . |
Investment Implications
- Pay-for-performance and alignment: Ms. O’Neil’s FY25 compensation is modest and mostly fixed cash with a small option grant that vests in 2027, aligning incentives to medium-term value creation; no formulaic bonus metrics disclosed for PFO role (Board discretion), which reduces transparency but adds flexibility .
- Retention risk: One-year auto-renew contract, 9-month severance for without-cause termination, 9-month non-compete, and unvested equity/ESOP (0% vested at FY25) collectively encourage retention; short severance suggests limited golden-handcuff cost if performance disappoints .
- Trading-signal considerations: Company-wide prohibition on hedging/pledging lowers the risk of adverse alignment and forced selling; unvested options vesting in 2027 imply low near-term insider selling pressure from her equity grants .
- Execution backdrop: During her early tenure, ESP’s TSR and earnings improved materially (FY25 TSR value 315; net income $8.1M), providing a constructive setting as she assumes PFO responsibilities and signs key internal-control certifications .
Note: Monitor future proxies and Form 4 filings for updates on beneficial ownership, additional equity grants, and any bonus outcomes under the discretionary framework.