Coreen Kraysler
About Coreen Kraysler
Coreen Kraysler, age 61, has served as Netcapital Inc.’s Chief Financial Officer since September 2017. She is a CFA charterholder with 30+ years of investment experience, formerly Senior Vice President and Principal at Independence Investments and Vice President/Equity Analyst at Eaton Vance; she holds a B.A. in Economics & French (Wellesley College) and an M.S. in Management (MIT Sloan) . Company performance during her tenure shows variability: FY2023 revenue $8.49M and net income $2.95M with TSR index at 15.11; FY2024 revenue $4.95M and net loss $(4.99)M with TSR 1.47; FY2025 revenue $0.87M and net loss $(28.30)M with TSR 0.29 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independence Investments | Senior Vice President & Principal | Not disclosed | Managed several 5‑star rated mutual funds, institutional accounts; Investment Committee member |
| Eaton Vance | Vice President, Equity Analyst (Large & Midcap Value) | Not disclosed | Coverage of financial services, household and consumer products |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $225,000 | $225,777 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus ($) | $40,000 | $50,000 |
| Perquisites | Not material; no personal allowances reimbursed in 2024 | Not material; policy unchanged |
Performance Compensation
- The company uses discretionary bonuses; no formal, formulaic performance plan or metric weightings for NEO bonuses. FY2025 bonuses recognized contributions to fiscal year-end completion, equity financing execution, and advancing broker-dealer license efforts .
| Metric/Plan Element | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary annual bonus (FY2024) | Not applicable | Not applicable | Strategic milestones (financing/licensing) | $40,000 | Cash (immediate) |
| Discretionary annual bonus (FY2025) | Not applicable | Not applicable | Strategic milestones (financing/licensing) | $50,000 | Cash (immediate) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership | 57,483 shares; includes 57,161 options currently exercisable or exercisable within 60 days |
| Ownership as % of shares outstanding | 1.86% (based on 3,040,380 shares at record date) |
| Vested vs. unvested options (as of 4/30/2025) | Jan 1, 2023 grant: 1,667 exercisable / 1,190 unexercisable; Feb 1, 2022 grant: 232 exercisable / 54 unexercisable |
| Shares pledged as collateral | Prohibited by company policy (no pledging, margin accounts, or short sales) |
| Hedging of company stock | Prohibited (collars, forwards, options on company stock) |
| Trading controls | Blackout windows, mandatory pre‑clearance for Special Insiders, optional Rule 10b5‑1 plans subject to approval |
Equity Awards Detail
| Grant Date | Type | Quantity | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Feb 1, 2022 | Stock option | 286 (232 exercisable / 54 unexercisable at 4/30/2025) | $735.00 | Monthly over 48 months | Feb 9, 2032 |
| Jan 1, 2023 | Stock option | 2,857 (1,667 exercisable / 1,190 unexercisable at 4/30/2025) | $100.10 | Monthly over 48 months | Jan 3, 2033 |
| Jun 8, 2025 | Stock option | 55,000 | $2.68 | Fully vested at grant | Jun 8, 2029 |
| Jun 9, 2025 | Stock option | 100,000 | Not disclosed | Not disclosed | Not disclosed |
| Subject to Plan Amendments (Jun 8, 2025) | Stock option | 100,000 | $2.68 | Not exercisable until stockholder approval; then standard terms | Jun 8, 2035 |
Notes: The FY2025 proxy states no options were granted to NEOs during the fiscal year ended April 30, 2025, while subsequent June 2025 grants occurred after fiscal year‑end .
Employment Terms
| Term | Detail |
|---|---|
| Role start | CFO since September 2017 |
| Employment agreement | Effective June 23, 2022; three‑year term; base salary $96,000 → $150,000 upon July 2022 offering → $225,000 in January 2023; eligible for discretionary bonuses/additional salary |
| Non‑compete / non‑solicit | Agreed under the employment agreement (scope not detailed) |
| Severance / termination | If terminated by company other than “cause” or by Ms. Kraysler for “good reason”: retains 286 shares and 2,857 option shares from Feb 2022 and Jan 2023 grants; unvested portions of her options immediately and fully vest |
| Potential payments on termination | “Option Awards” value of $105,111 (represents unvested options at 4/30/2025; value depends on market price) |
| Change‑of‑control (plan‑level) | 2023 Omnibus Plan allows administrator discretion to accelerate vesting and lapse restrictions upon change in control; may deem performance at target |
| Clawback | Three‑year restatement‑based clawback for executive officers covering cash/equity incentives in excess of restated amounts |
| Insider trading controls | Pre‑clearance, blackout periods; prohibitions on pledging, hedging, tipping, and short‑swing trading |
Compensation Structure Analysis
- Cash vs equity mix: FY2024–FY2025 compensation for Ms. Kraysler was predominantly salary plus discretionary bonuses ($225k/$40k in FY2024; $225,777/$50k in FY2025); no NEO options granted during FY2025, but sizable post‑year grants in June 2025 (55k fully vested; proposed 100k subject to plan approval), increasing potential equity‑linked exposure and future selling pressure once exercisable .
- Plan amendments: Board sought shareholder approval to expand the 2023 Plan share reserve to 3.5M and enhance evergreen, enabling larger grants including 100k options to the CFO not exercisable until approval; signals intent to use equity more aggressively for retention/incentives .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | $8,493,985 | $4,951,435 | $869,460 |
| Net Income ($) | $2,954,972 | $(4,986,317) | $(28,301,325) |
| Total Shareholder Return – $100 initial value | 15.11 | 1.47 | 0.29 |
| Operating Income (Loss) ($) | $2,271,876 | $(3,442,388) | $(8,321,317) |
Related Party & Risk Indicators
- CFO personal guarantee of $500,000 SBA promissory note (3.75% interest; 30‑year term; $2,437 monthly payments began Dec 17, 2022) – alignment but personal leverage exposure .
- Family relationships/transactions: Compensation to business development employee John Fanning Jr. (son of CFO) and advisory involvement by John Fanning (husband), with ecosystem overlap (e.g., KingsCrowd, Zelgor) – governance sensitivity; company discloses and monitors related party transactions .
- Insider trading and pledging: Strong prohibitions (no pledging/hedging/short sales; blackout windows; pre‑clearance), mitigating abusive trading risk .
Say‑on‑Pay & Shareholder Items
- Say‑on‑pay placed on ballot for FY2026 proxy; board recommends “FOR” (historical approval percentages not disclosed) .
Investment Implications
- Alignment: High proportion of beneficial ownership via options (57,161 within 60 days) and plan‑level change‑of‑control acceleration support incentive alignment; strong anti‑pledging/hedging policy reduces misalignment risk .
- Retention risk: Automatic vesting of unvested options upon termination without cause/good reason lowers forfeiture risk for the executive; June 2025 option grants (fully vested 55k, plus 100k contingent) enhance equity value but could increase future selling pressure once exercisable .
- Performance linkage: Bonuses are discretionary and not tied to explicit financial metrics; with FY2025 revenue contraction and large net loss, investors should scrutinize equity grant scale versus realized performance and dilution under expanded plan reserves .
- Governance signals: Related‑party intersections (husband/son), while disclosed, warrant monitoring; insider trading controls and clawback provide offsets. Recent plan amendments to expand equity pool indicate equity‑heavy compensation strategy that may impact dilution and trading dynamics .