John Audibert
About John Audibert
John Audibert (age 38) serves as Vice President of Growth and Strategic Initiatives at Stran & Company, Inc. (SWAG). He has been in this role since March 2020, initially as an employee until May 2021 and thereafter as an independent contractor via his wholly owned Josselin Capital Advisors, Inc. (JCA) . He holds a bachelor’s degree in finance from the Carroll School of Management at Boston College, and previously worked in investment banking at Sandler O’Neill + Partners and strategy consulting at Putnam Associates . His incentive design ties payouts to company performance against annual sales and net profit targets; 2023 conditions were partially attained (restricted shares vested), while 2024 targets were determined not met (no vesting), anchoring pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Josselin Capital Advisors, Inc. | President | Oct 2019–present | Provides consulting services to high‑growth businesses; vehicle for SWAG engagement as independent contractor |
| Woodland Way Advisors, Inc. | President | Jan 2015–Dec 2020 | Consulting firm; strategy and corporate finance advisory |
| Sandler O’Neill + Partners, L.P. | Investment Banking (M&A and capital raising) | Prior to JCA (dates not specified) | Advised middle‑market clients on M&A and capital raising |
| Putnam Associates | Strategic Consultant | Prior to Sandler O’Neill (dates not specified) | Strategy consulting experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No public company board or committee roles disclosed for Audibert in the proxy |
Fixed Compensation
Cash components under consulting agreements (independent contractor; not salaried employee):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Annual fee (A&R Audibert Consulting Agreement) | $200,000 | $200,000 | $200,000 |
| Automobile allowance ($/month) | $750 | $750 | $750 |
| Cash bonus (performance/discretionary) | $10,000 (awarded 2/15/2024 for FY2023) | — (targets not met for FY2024) | $25,000 (discretionary approved 3/19/2025) |
Legacy consulting agreement (superseded 4/14/2023):
| Metric | 2021–2023 (legacy term) |
|---|---|
| Signing fee | $30,000 |
| Annual fee | $100,000 |
| Automobile allowance ($/month) | $750 |
Performance Compensation
Structure (A&R Audibert Consulting Agreement; equity fully at risk to performance):
| Incentive Type | Metric | Target Design | Payout Schedule | Vesting Mechanics |
|---|---|---|---|---|
| Restricted Stock (annual grant) | Sales target | Annual target set by Board/Comp Committee (FY2023: $72,000,000) | 95%: 5%; 100%: 20%; 110%: 30%; 120%: 40% of granted RS vests | Grant equals $80,000 divided by closing price on grant date; initial grant 46,511 shares on 4/14/2023 |
| Restricted Stock (annual grant) | Net profit target | Annual target set by Board/Comp Committee (FY2023: $1,080,000; FY2024 targets set but not met) | 95%: 7.5%; 100%: 30%; 110%: 45%; 120%: 60% of granted RS vests | Same grant as above; vesting per target attainment |
| Stock Option (annual) | Sales target | Annual | Vesting of 40,000 option shares if target met | Options granted annually (e.g., 180,000 @ $1.72 on 4/14/2023; 180,000 @ $1.48 on 1/1/2024), vest only upon certification |
| Stock Option (annual) | Net profit target | Annual | Vesting of 40,000 option shares if target met | As above |
| Stock Option (annual – stretch) | Net profit ≥125% | Annual | Vesting of 50,000 option shares | As above |
| Stock Option (annual – stretch) | Net profit ≥150% | Annual | Vesting of 50,000 option shares | As above |
| Fully vested RS grant | Sales target met | Annual | 8,000 fully vested shares granted | Grant upon certification |
| Fully vested RS grant | Net profit target met | Annual | 12,000 fully vested shares granted | Grant upon certification |
Actual outcomes:
| Outcome | FY 2023 | FY 2024 |
|---|---|---|
| Restricted stock status | Initial RS grant 46,511 shares canceled; 2,339 shares issued (vested portion) | Targets determined not met; no vesting recognized |
| Additional RS (discretionary) | 2,661 common shares granted | — |
| Stock options | 7,500 option shares granted at $1.55, fully vested (grant tied to FY2023 determination) | 180,000 options @ $1.48 granted 1/1/2024; not vested due to target non-attainment |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 193,250 shares; 1.0% of outstanding |
| Composition | 112,750 common shares + 80,500 shares issuable upon exercise of options within 60 days of 7/9/2025 |
| Shares pledged as collateral | None disclosed for Audibert (pledge disclosed only for CEO Shape) |
| Hedging/pledging policy | Company policy prohibits hedging and pledging unless specifically approved in advance; also prohibits margin accounts |
| Open‑market insider activity | Purchased 3,250 shares on 6/27/2023 at $1.4723 per share |
Employment Terms
| Provision | Audibert Consulting Agreements |
|---|---|
| Relationship | Independent contractor via JCA (legacy and A&R agreements) |
| Current term | A&R Agreement: 24‑month term starting 4/14/2023 (terminable earlier per terms) |
| Compensation | Annual fee $200,000; automobile allowance $750/month |
| Equity awards (A&R) | Annual RS grant equal to $80,000/price; annual option grant (e.g., 180,000 shares @ $1.72 in 2023; 180,000 @ $1.48 in 2024) – all vest only upon certified target attainment |
| Performance metrics | Annual sales and net profit targets; FY2023 targets set at $72,000,000 sales and $1,080,000 net profit; FY2024 targets not met |
| Change‑in‑control | Immediate vesting of all RS/options/SARs or similar awards upon Change in Control during the agreement term (unless expressly provided otherwise) |
| Termination (no cause) | If terminated without cause and release executed, Company pays JCA $50,000 fee; accrued compensation paid; equity awards vest immediately (unless otherwise provided) |
| Covenants | General confidentiality and non‑interference; non‑competition and non‑solicitation in equity award agreements under the Plan |
| Clawback | Company‑wide clawback policy adopted 11/2/2023; recovery analysis found no adjustments required for executive incentive compensation related to 2023 restatement |
| Legacy agreement (superseded 4/14/2023) | 27‑month term from 12/2/2021; $100,000 annual fee; $30,000 signing; $750/month auto; option 65,000 @ $3.90 with sales/market‑cap performance conditions; partial vesting achieved 3/11/2022 (20,000 options; 20,000 RS issued); change‑in‑control immediate vesting; $25,000 severance if terminated without cause and release executed |
Investment Implications
- Pay-for-performance alignment: Audibert’s equity payouts are explicitly tied to annual sales and net profit attainment, with scaled vesting thresholds and stretch upside; FY2023 certification led to RS vesting and small option grant, but FY2024 targets were not met, limiting vesting—reducing near-term insider selling pressure and reinforcing performance linkage .
- Retention and event risk: Change‑in‑control provisions accelerate all equity grants, and termination without cause triggers a $50,000 payment plus equity vesting—creating potential event‑driven payout dynamics but also clarity on retention economics for this role .
- Skin‑in‑the‑game: Beneficial ownership of 193,250 shares (1.0% of outstanding) and open‑market purchase in 2023 indicate personal exposure; no pledging disclosed for Audibert, while company policy prohibits hedging/pledging without approval, aligning with shareholder interests .
- Governance and risk controls: Nasdaq‑compliant clawback adopted; recovery analysis around 2023 restatement required no compensation clawbacks—reducing compensation restatement risk signal for incentive‑based pay .
Note: 2024 performance targets were determined not to have been met “in any respect,” implying no equity vesting from A&R structures for that fiscal year, and secondary options (180,000 @ $1.48) remained unvested absent target certification .