Jennifer Earl

About Jennifer Earl

Jennifer Earl is President, FGI North America; the proxy states she has held this role since January 2025, following service as Executive Vice President, FGI Canada beginning January 2022. She is 50 years old and previously spent 23 years at Foremost in sales, product development, and marketing, plus 7 years in kitchen and bath retail sectors . During 2025 under her tenure as President North America, FGI reported Q3 2025 revenue of $35.8 million (-0.7% y/y) with gross margin of 26.5% (+70 bps y/y), and nine-month 2025 revenue of $100.1 million (+4.0% y/y), reflecting tariff-related pressures but stabilizing margins from product mix and cost actions . An 8-K noted she "currently holds" the President, North America role as of November 5, 2024 and would assume additional duties tied to an executive transition, with an employment agreement amendment intended to reflect the change .

Past Roles

External Roles

No external directorships or public company board roles are disclosed for Ms. Earl in FGI’s filings reviewed .

Fixed Compensation

• Ms. Earl’s individual base salary, target bonus percentage, and actual bonus for 2024–2025 are not disclosed in the proxy; the company outlines that executives receive base salary, incentive bonus eligibility, and periodic long-term equity awards under its plans .
• For context on executive pay levels, 2024 NEO base salaries were $300,000 (CEO) and $200,000 (Executive Chairman); 2024 performance was below threshold, so no annual cash bonus was paid to NEOs under the Management Incentive Plan (MIB) .

Performance Compensation

Company executive incentive framework (applies to NEOs; executives, including Ms. Earl, are eligible to participate per policy):

• Option grant timing policy: annual equity grants are made shortly after the Q4 earnings release in an open trading window; the company states it does not time material non-public information to affect award values .

Equity Ownership & Alignment

• Hedging/pledging prohibited: executives are barred from pledging company stock, short selling, buying/selling derivatives on company securities, and hedging transactions; certain automatic trading and margin activities are also prohibited under the insider trading policy .
• Beneficial ownership disclosure covers directors and NEOs; Ms. Earl is not listed among directors or NEOs in the 2025 proxy, and her personal beneficial ownership is not disclosed. Foremost owns 71.1% of outstanding shares as of April 24, 2025, while directors and executive officers as a group held 5.0% (by shares plus options exercisable within 60 days) .
• Stock ownership guidelines: not disclosed in reviewed documents .

Employment Terms

• Role and agreement: as part of leadership changes, Ms. Earl would assume additional duties tied to the former EVP’s transition and the company intends to amend her employment agreement accordingly .
• Clawback policy: a compensation recovery policy effective Nov 30, 2023 applies to current and former executive officers; upon a required accounting restatement, incentive-based compensation received in the prior three completed fiscal years must be recouped to the extent erroneously awarded (includes measures tied to stock price or TSR via reasonable estimate), with recovery methods including forfeiture, reimbursement, offset, and cancellation; no indemnification or insurance is permitted for clawback recovery .
• Executive employment agreements disclosed (CEO/EVP examples): include termination without cause severance equal to one year of base salary, pro-rated annual bonus, and up to 12 weeks of employee-rate COBRA premium support; Ms. Earl’s specific severance and change-of-control provisions are not disclosed .

Performance & Track Record

Company operating performance around Ms. Earl’s tenure (selected quarters, oldest to newest):

North America focus – geographic mix and y/y change:

Additional context:

• Management commentary highlighted tariff impacts and freight costs, a China+1 sourcing strategy, and strong momentum in Covered Bridge custom kitchen cabinetry and the Isla Porter digital joint venture .
• CFO transition: an 8-K in January 2025 disclosed the planned CFO resignation effective June 30, 2025 and appointment of a successor effective July 1, 2025; the resignation was for personal reasons and not due to disagreements .
• Listing compliance: FGI regained compliance with Nasdaq minimum bid price in August 2025 .

Compensation Structure Analysis

• Year-over-year bonus discipline: 2024 MIB payments did not vest due to performance below threshold, signaling strict pay-for-performance calibration by the compensation committee .
• Shift toward performance equity: 2024 awards included performance stock options and PSUs tied to revenue, adjusted net income, and ROIC, with explicit vesting criteria and multi-year horizons; options for CEO/Exec Chair did not vest given below-threshold performance .
• Grant timing safeguards: equity awards are made post-earnings release in open windows to avoid MNPI timing concerns .
• Use of external benchmarks/process: the committee references publicly available data and applies a subjective process to set executive base salaries, with the CEO excluded from deliberations on his own compensation .

Risk Indicators & Red Flags

• Tariff and freight volatility: documented pressure on gross margin and operating income in 2025 and late 2024; ongoing tariff uncertainty could influence promotional activity, pricing, and demand .
• Hedging/pledging ban: strong policy alignment prohibiting pledging and derivative hedging mitigates misalignment risk; violations would be red flags, but none are disclosed .
• Clawback: comprehensive recoupment policy enhances accountability for incentive-based pay tied to financial reporting measures .
• Governance concentration: Foremost’s 71.1% ownership implies controlling shareholder influence; may reduce hostile M&A risk but can constrain minority shareholder initiatives .

Equity Ownership & Alignment

• Ms. Earl’s personal holdings are not disclosed in the 2025 proxy; beneficial ownership tables cover directors and NEOs only .
• Company policies prohibit pledging and hedging, and apply standard trading window and 10b5-1 controls; equity awards are structured with multi-year, performance-based vesting aligned to ROIC and financial outcomes .

Employment Terms

• As noted, an amendment to Ms. Earl’s employment agreement was intended to reflect additional duties tied to organizational transition; specific severance, change-of-control triggers, non-compete/non-solicit terms are not disclosed for her .
• Company exemplars (CEO/EVP) include 1x base salary severance, pro-rated bonus, and limited COBRA support, offering directional insight into policy norms without asserting Ms. Earl’s terms .
• Company-wide clawback applies to covered executives across three prior fiscal years following restatements; no indemnification permitted .

Investment Implications

• Alignment and discipline: The hedging/pledging ban and clawback policy, combined with zero bonus/option vesting when metrics miss, suggest robust pay-for-performance structures. Ms. Earl’s added responsibilities and planned agreement amendment indicate internal consolidation of commercial leadership across North America, but absence of disclosed personal comp and ownership limits precision in alignment analysis .
• Operating backdrop: North American performance was mixed in 2025 (U.S. modest growth, Canada down y/y) amid tariff headwinds and freight cost normalization; continued execution in higher-margin categories (Covered Bridge) and digital initiatives (Isla Porter) remains key to margin recovery and incentive vesting outcomes .
• Trading signals: Watch for proxy updates detailing Ms. Earl’s compensation package, equity awards, and ownership; monitor tariff developments, gross margin trajectory, and North America segment revenue mix that may influence future incentive payouts and potential insider selling pressure once awards vest. The prior Nasdaq bid-price compliance regain removed a listing overhang, but macro/logistics risks persist .