Jeffrey Mason
About Jeffrey Mason
Jeffrey C. Mason is Vice President of Operations at Flux Power. He joined Flux as Director of Manufacturing in January 2021 and has served as VP of Operations since December 2021, with expanded authority from November 7, 2022 . He holds an MBA in International Business (2015) and BBA/Management (2013) from North Central University and is TPM Instructor Certified by the Japan Institute of Plant Maintenance, Tokyo . Company performance metrics used for executive pay emphasize revenue and Adjusted EBITDA targets, with pay-versus-performance disclosures showing company TSR values of $26.7, $37.1, and $20.6 for a hypothetical $100 investment in fiscal 2024, 2023, and 2022, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NEO Tech | Director of Operations | Dec 2013 – Mar 2017 | Operations leadership in electronics manufacturing |
| NEO Tech | Plant Manager | Mar 2017 – Jan 2021 | Plant management and operational execution |
| Sumitomo Electric Interconnect Products, Inc. | Operations roles | Not disclosed | Prior manufacturing/operations experience |
| Radio Design Labs, Inc. | Operations roles | Not disclosed | Prior manufacturing/operations experience |
| Motorola Inc. | Operations roles | Not disclosed | Prior manufacturing/operations experience |
External Roles
- No public company directorships or external board roles disclosed for Mason in the proxy .
Fixed Compensation
| Year/Fiscal Period | Base Salary ($) | Notes/Effective Date |
|---|---|---|
| FY 2022 | $200,000 | Summary Compensation Table |
| FY 2023 | $206,000 | Summary Compensation Table |
| FY 2024 (set Oct 20, 2023) | $230,720 | Board-approved FY2024 Annual Salary (effective fiscal year 2024) |
| March 1, 2024 adjustment | $275,000 | Board-approved base salary change effective March 1, 2024 |
| FY 2024 Total Compensation | $394,152 (Salary $275,000; Option Awards $119,152) | Summary Compensation Table for FY2024 |
Performance Compensation
Annual Bonus Structure and Outcomes
| Fiscal Year | Base Salary Reference ($) | Target Bonus (% of Salary) | Target Bonus ($) | Maximum Payout ($) | Actual Bonus Paid ($) | Metrics / Notes |
|---|---|---|---|---|---|---|
| FY 2022 | $200,000 | 25% | $50,000 | $60,000 | $20,020 | Payout was 40% of target; metrics included revenue, gross margin, EBITDAS, strategic customers, cost reduction, working capital |
| FY 2023 | $206,000 | 30% | $61,800 | $74,160 | $40,176 | Metrics included revenue, Adjusted EBITDA, functional goals; with caps |
| FY 2024 | $230,720 (initial) | Not disclosed | Not disclosed | $94,607 (max) | Not disclosed | Special gross margin bonus max $400,000 if thresholds achieved |
- Annual Bonus Plan framework: Executives eligible annually; metrics set by Compensation Committee; criteria based on revenue, gross margin, operating expense/new business (FY2021 onward), and updated to revenue and Adjusted EBITDA for FY2024; payouts may include functional/individual goals .
Equity Awards (RSUs and Options)
| Award Type | Grant Date | Quantity | Fair Value (if disclosed) | Strike Price | Vesting | Expiration |
|---|---|---|---|---|---|---|
| RSU (Time-Based) | Oct 29, 2021 | 3,840 | Part of $44,160 stock awards in FY2022 | N/A | Vests annually over 3 years; first vest Oct 27, 2022 | N/A |
| RSU (Performance-Based) | Oct 29, 2021 | 5,760 max | Included in stock awards | N/A | Vests at 3 years upon meeting EBITDAS target for 2H FY2022 | N/A |
| Stock Options (FY2023 grant) | Oct 31, 2022 | 34,986 | Not shown in FY2023 SCT for Mason (Option Awards “—”) | $3.43 (10-day VWAP) | Four equal annual installments starting Oct 31, 2023 | 10 years from grant |
| Stock Options (FY2024 grant) | Oct 20, 2023 | 54,934 | Part of $119,152 option awards in FY2024 | $3.36 (10-day VWAP) | Annually over 3 years from grant | 10 years from grant |
- Option grants subject to ISO $100,000 limitation; excess as NSOs .
- No RSUs granted to executives in FY2023 and FY2024 (new RSU grants to executives not issued in those fiscal years) .
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (shares) | Components | Ownership % |
|---|---|---|---|
| July 14, 2025 | 43,066 | 7,264 common shares; 35,802 options exercisable within 60 days | Less than 1% of outstanding shares |
| Feb 28, 2024 | 11,013 | Not detailed in the table; executives generally include options/RSUs if exercisable/vested within 60 days | Less than 1% of outstanding shares |
- Shares pledged as collateral: Not disclosed for Mason .
- Insider trading policy with preclearance and 10b5-1 plans; clawback policy adopted per Nasdaq Rule 5608 .
Employment Terms
- Individual employment agreement terms for Mason are not disclosed; he participates in the Annual Bonus Plan as an executive officer .
- Base salary adjustments: FY2024 set to $230,720 (Oct 20, 2023), increased to $275,000 effective March 1, 2024 .
- No severance/change-in-control provisions for Mason disclosed in proxy; such terms are disclosed for other officers (CEO/CFO), not Mason .
Risk Indicators & Red Flags
- Legal proceedings: Proxy states, to the best of the company’s knowledge, executive officers had no disqualifying proceedings in the past 10 years .
- Hedging/pledging: Insider Trading Policy prohibits trading on MNPI; no specific executive pledging disclosed .
- Clawback: Policy for recovery of erroneously awarded compensation adopted .
- Capital/financing context: Company addressed Nasdaq equity non-compliance and executed a private placement creating Series A Preferred Stock; executives including Mason participated alongside investors (contextual governance/share issuance risk) .
Compensation Structure Analysis
- Increased base pay: Salary moved materially in FY2024 (to $230,720) and then to $275,000 in March 2024, raising the fixed component proportion .
- Equity mix: Transition from RSUs (FY2022) to larger option grants in FY2023–FY2024, which increase at-risk, performance-aligned upside via share price appreciation .
- Annual bonus design: Tied to revenue and Adjusted EBITDA with defined caps and special gross margin opportunities (FY2024), indicating a heavier tilt toward margin/EBITDA discipline .
Say-on-Pay & Shareholder Feedback
- Pay-versus-performance disclosures provided; specific say-on-pay vote percentages are not disclosed in these proxy excerpts .
Expertise & Qualifications
- Education: MBA (International Business, 2015), BBA/Management (2013), TPM Instructor Certified (Japan Institute of Plant Maintenance) .
- Industry experience: Electronics manufacturing operations leadership; plant management; roles across multiple manufacturing firms .
Work History & Career Trajectory
- Flux Power: Director of Manufacturing (Jan–Dec 2021); VP Operations since Dec 2021; role expanded Nov 7, 2022 .
- Prior companies: NEO Tech (DoO and Plant Manager), Sumitomo Electric Interconnect Products, Radio Design Labs, Motorola .
Performance Compensation – Detailed Matrix
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue (annual) | Not disclosed | Not disclosed | Not disclosed | FY2022 payout $20,020; FY2023 payout $40,176 | Annual cash bonus; FY2024 metrics include full year revenue |
| Adjusted EBITDA | Not disclosed | Not disclosed | Not disclosed | As above | Annual cash bonus; FY2024 metrics include Adjusted EBITDA |
| Gross Margin (special) | Not disclosed | Thresholds for special payout | Not disclosed | Special bonus max $400,000 | Annual cash bonus (FY2024) |
| RSU Performance (EBITDAS) | Not disclosed | EBITDAS for 2H FY2022 | Not disclosed | Max 5,760 RSUs | Cliff vest at 3 years from grant |
Investment Implications
- Alignment: Mason’s compensation features significant equity exposure through options granted in FY2023–FY2024 with long-dated expirations and multi-year vesting, aligning incentives with share price appreciation and retention .
- Near-term selling pressure: Annual vesting of options (2012 grant schedule over 4 years; 2023 over 3 years) and RSU time-based tranches can create intermittent liquidity windows; however, insider trading policy and preclearance/blackout windows moderate timing .
- Operating focus: Bonus matrices centered on revenue and Adjusted EBITDA with a special gross margin bonus indicate management is incentivized toward profitability and margin improvement in FY2024, which can align with shareholder value creation if achieved .
- Ownership: Mason’s direct ownership remains below 1%; while options exercisable add exposure, overall skin-in-the-game is modest compared to major holders, implying incentive alignment primarily via prospective equity vesting rather than current holdings .