Jennifer Wolfenbarger
FRANKLIN ELECTRIC COAbout Jennifer Wolfenbarger
Jennifer Wolfenbarger was appointed Vice President, Chief Financial Officer and Chief Accounting Officer of Franklin Electric effective July 7, 2025, succeeding the interim CFO; she brings divisional CFO experience from Owens Corning (Insulation, ~$4B sales), Stryker and Caterpillar with global operating exposure (50 sites across multiple regions) . Her initial compensation includes $500,000 base salary, 75% target bonus (pro‑rated for 2025), a $75,000 sign‑on bonus, and a $1.1 million new‑hire equity grant with 55% 1‑year and 45% 2‑year cliff vesting; she will receive relocation assistance to Fort Wayne . Company context: 2024 sales were $2,021.3 million (vs. $2,065.1m in 2023), operating income $243.6m (vs. $262.4m), and GAAP EPS $3.86 (vs. $4.11) . In Q2 2025, Wolfenbarger highlighted segment execution with Distribution operating margin improving 300 bps YoY to 8.1% and Energy Systems operating margin at 37.5% (up 190 bps), while maintaining full‑year sales and EPS guidance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Owens Corning | Divisional CFO, Global Insulation (strategic planning, IR, compliance, reporting for ~$4B business; ~50 sites) | Not disclosed | Drove planning/IR for large global portfolio; operational oversight across 50 manufacturing/distribution sites |
| Stryker | Divisional CFO roles | Not disclosed | Financial leadership within growth‑oriented medtech platform |
| Caterpillar | Divisional CFO roles | Not disclosed | Financial leadership within global industrial operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Three not‑for‑profit boards | Treasurer | Not disclosed | Community financial stewardship |
| Indiana University Kelley School of Business | Mentor | Not disclosed | Ongoing executive mentoring |
Fixed Compensation
| Component | Detail | Effective/Grant Timing |
|---|---|---|
| Base salary | $500,000 | Effective on appointment (July 7, 2025) |
| Target annual bonus | 75% of base salary (pro‑rated for 2025) | 2025 plan year |
| Sign‑on bonus | $75,000 | On hire (2025) |
| New‑hire equity | $1,100,000 target value; 55% 1‑yr cliff vest; 45% 2‑yr cliff vest | Issued on first business day when trading window next opens per equity grant practices |
| Relocation | Relocation assistance to Fort Wayne, IN | 2025 |
Performance Compensation
Annual Cash Incentive Plan (design and calibration)
- Bonus metrics and weightings for CFO are 50% consolidated Working Capital Ratio and 50% EPS; thresholds set at 80% of target with non‑linear scaling to 200% at max .
- 2024 realized calibration (for context): Working Capital Ratio achieved 102.0% of target and EPS achieved 88.5% of target; prior CFO’s payout was 91.7% of target .
| Metric | Weighting (CFO) | Threshold | Target | Maximum | Actual (2024) | Target Attainment |
|---|---|---|---|---|---|---|
| Working Capital Ratio | 50% | 36.6% | 30.5% | 27.5% | 29.9% | 102.0% |
| EPS (Adjusted for specified items) | 50% | $3.54 | $4.43 | $4.87 | $3.92 | 88.5% |
| 2024 AIP Benchmark (prior CFO) | Target Bonus ($) | Payout % of Target | Actual Bonus ($) |
|---|---|---|---|
| Jeffery L. Taylor (CFO) | $398,366 | 91.7% | $365,301 |
Notes:
- Design included no discretionary adjustments for 2024 payouts; EPS was adjusted for approved discrete items for plan purposes .
Long‑Term Incentives (company program)
| Component | Typical mix | Vesting | Performance metric | Payout range |
|---|---|---|---|---|
| Performance Share Units (PSUs) | 50% of targeted value | Earned over 3‑year period | Aggregate change in consolidated normalized EBITDA vs S&P SmallCap 600 Industrials cohort | 0%–200% of target |
| Stock Options | 25% | Pro‑rata over 3 or 4 years; 10‑yr term; strike=grant‑date FMV | Stock price appreciation | N/A |
| Restricted Stock/Units | 25% | 3‑year cliff | Time‑based | N/A |
PSU calibration example: The 2022–2024 PSU cycle paid at an estimated 93.2% of target based on company normalized EBITDA of $904.8m vs $936.9m target over the period .
New‑Hire Equity (Wolfenbarger)
| Grant | Target Value | Vest Schedule | Grant Timing |
|---|---|---|---|
| Initial equity award | $1,100,000 | 55% vests at 1 year; 45% vests at 2 years | First business day when the trading window next opens, per company grant practices |
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Stock ownership guideline | Corporate Vice Presidents: 3× annual base salary; 5 years to comply; 50% net‑after‑tax retention of shares acquired until compliant |
| Anti‑hedging/anti‑pledging | Executives/directors are prohibited from hedging or pledging company stock |
| Clawback policy | Revised Oct 2023 to comply with SEC/Listing standards; applies to Section 16 officers for 3‑year lookback on incentive comp tied to financial metrics |
| Beneficial ownership | Not yet disclosed for Wolfenbarger as of latest proxy (pre‑appointment); she signed subsequent 8‑Ks as CFO in July–Oct 2025 |
| Potential selling pressure | New‑hire equity has 1‑year and 2‑year cliff vests, creating concentrated vest windows; retention rules require 50% share retention until guideline met, moderating near‑term sales |
Employment Terms
| Term | Detail |
|---|---|
| Non‑compete/confidentiality | Company requires confidentiality and 18‑month post‑termination non‑compete for executive officers (additive to ESA/employment covenants) |
| Executive Severance Policy (non‑CIC) | For executives (excluding those with bespoke agreements): lump sum = 1× (base + target bonus), pro‑rata bonus based on actual results, accelerated vesting of equity (time‑based fully; performance‑based accelerated), and COBRA premiums for 12 months (CEO has higher multiples) |
| Change‑in‑Control (ESA) | If terminated without cause or resign for good reason within 2 years post‑CIC: lump sum = 2× salary + 2× target bonus (3× for CEO), pro‑rata current‑year bonus, immediate vesting of all stock‑based awards at target for performance awards, 24 months of benefits (36 for CEO), and outplacement up to $50,000; best‑net excise tax approach |
| Stock plan CIC effects | Stock plan provides full vesting (performance at target) upon CIC; death/disability/retirement triggers full option vesting and pro‑rata RS/RSU vesting per agreements |
Note: The 8‑K did not explicitly enumerate Wolfenbarger’s ESA/severance enrollment; however, the Company disclosed that executives (including the CFO in 2024) are parties to the Executive Severance Policy and ESAs with the terms above .
Investment Implications
- Pay‑for‑performance alignment: CFO AIP is tied 100% to corporate EPS and working capital, directly linking cash bonuses to profitability and balance sheet discipline; PSUs tie multi‑year equity to relative normalized EBITDA versus a relevant small‑cap industrials cohort .
- Retention risk vs. near‑term sale overhang: The two‑year new‑hire equity with 1‑ and 2‑year cliff vests accelerates early ownership build but creates identifiable vesting dates; retention is reinforced by 3× salary ownership guidelines and 50% mandatory share retention, and by non‑compete/clawback provisions .
- Change‑in‑control economics: Standard double‑trigger ESA terms (2× salary + 2× target bonus; accelerated vesting at target; 24 months benefits) reduce personal downside in a transaction, aligning focus on enterprise value while limiting entrenchment risk; no tax gross‑up (best‑net approach) is shareholder‑friendly .
- Execution signals: Early tenure commentary emphasized margin expansion in Distribution (300 bps YoY) and strong Energy Systems profitability, consistent with a cost/price/volume discipline; maintaining guidance while flagging tariff and pension termination accounting impacts suggests balanced risk management .
- Trading watchpoints: Expect Form 4 activity around initial grant issuance (upon next open window) and at 12/24‑month cliffs; anti‑hedging/pledging and retention policy dampen the magnitude of discretionary sales .