Jennifer Ernst
About Jennifer Ernst
Jennifer Ernst, age 56, is Tivic Health Systems’ co-founder, Chief Executive Officer, and Class III director; she has served as CEO and director since September 2016 and previously served as CFO from September 2016 to July 2021 . Her background spans executive leadership at Thin Film Electronics ASA (U.S. subsidiary CEO, Apr 2011–Dec 2015; Chief Strategy Officer, Jan 2014–Dec 2015) and more than 20 years in go-to-market roles at Xerox PARC, including Director of Business Development; she also served as a director (and one-year Chair) of FlexTech Alliance, the U.S. consortium for flexible and printed electronics . Ernst holds a BA in Broadcast Communication Arts from San Francisco University and an MBA from Santa Clara University . The proxy does not disclose TSR, revenue growth, or EBITDA growth metrics for executive performance assessment; compensation outcomes for 2024 show no annual bonus paid and equity awards as detailed below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Thin Film Electronics ASA (U.S. subsidiary) | Chief Executive Officer | Apr 2011 – Dec 2015 | Led U.S. subsidiary operations |
| Thin Film Electronics ASA | Chief Strategy Officer | Jan 2014 – Dec 2015 | Established and guided strategic planning across functions and four product lines |
| Xerox PARC | Director of Business Development; multiple go-to-market roles | c. 20 years (dates not disclosed) | Business development and commercialization leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FlexTech Alliance (U.S. national consortium for flexible/printed electronics) | Director; Chair (1 year) | 4 years (dates not disclosed) | Industry consortium leadership; governance and sector advocacy |
Fixed Compensation
| Item | 2024 | 2023 |
|---|---|---|
| Base Salary ($) | 275,000 | 275,000 |
| Target Bonus (%) | Up to 40% of base (board discretion; milestones/profitability) | Up to 40% of base (board discretion; milestones/profitability) |
| Actual Bonus ($) | – (none) | – (none) |
| All Other Compensation ($) | 42,456 (benefits) | 38,947 (benefits) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual end-of-year incentive bonus | Board discretion | Company milestones and profitability; other board-set milestones | Not disclosed | $0 in 2024 | N/A |
| Equity awards (RSUs/options under 2021 and 2017 plans) | As granted | Plan terms (time/performance vesting allowed) | Grants/vesting schedules disclosed below | Grant-date fair values shown in Executive Compensation | See Equity Ownership & Alignment tables |
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Total beneficial ownership | 2,144 shares; less than 1% of class |
| Breakdown of beneficial ownership | 706 shares owned; options to purchase 1,438 shares vested/exercisable (or within 60 days of 5/14/2025) |
| Stock ownership guidelines | Not disclosed in proxy (skip) |
| Hedging/pledging | Anti-hedging policy prohibits publicly traded options and similar hedging transactions; no pledging policy disclosure found |
| Insider filings | Inadvertent late Form 4 in March 2024 noted for Ernst (and others) |
Outstanding equity awards and vesting schedules (as of 12/31/2024):
| Award Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Option | 34 | – | 224.40 | 4/1/2028 | Fully vested per table |
| Stock Option (Grant footnote 1) | 84 | 34 | 3,111.00 | 2/4/2027 | 25% on 2/4/2023; remaining 75% over next 36 months |
| Stock Option (Grant footnote 2) | 30 | 44 | 221.00 | 5/8/2033 | 25% on 5/8/2024; remaining 75% over next 36 months |
| Stock Option (Grant footnote 5) | – | 1,883 | 22.78 | 3/12/2034 | 50% on 3/12/2025; remaining 50% in equal monthly installments over next 12 months |
| RSUs | – | – | – | – | 29,412 RSUs: 50% on 12/18/2025; remaining 50% in eight equal quarterly installments thereafter |
Grant values in 2024:
| Year | Stock Awards ($) | Option Awards ($) |
|---|---|---|
| 2024 | 113,000 | 36,160 |
| 2023 | – | 15,393 |
Signals and potential supply:
- Significant RSU vesting event begins on 12/18/2025 for 50% of 29,412 RSUs, with the remainder vesting quarterly thereafter, which may create incremental sellable supply subject to trading windows and individual disposition decisions .
- Anti-hedging policy reduces misalignment risk from derivatives; no pledging disclosure found .
Employment Terms
| Provision | Ernst Terms |
|---|---|
| Employment status | At will |
| Base salary | $275,000 |
| Target bonus | Up to 40% of base, board discretion, tied to milestones/profitability |
| Severance (without cause or for good reason) | 1/12 of base salary per month for six months (total equivalent to 50% of base), plus COBRA premiums for six months |
| Severance (for cause or voluntary resignation without good reason; death/disability) | No separation benefits |
| Change-of-control (equity) | If successor does not assume/continue/substitute awards or pay FMV excess, outstanding awards vest 100% contingent on transaction consummation (2021 Plan) |
| Clawback | Compensation Recovery Policy (Section 10D/Rule 10D-1 compliant) for erroneously awarded incentive-based comp; no indemnification/gross-up for clawbacks |
| Non-compete / non-solicit | Not disclosed (skip) |
Board Governance and Director Service
- Director tenure and classification: Ernst is a Class III director; current term expires at the 2027 annual meeting .
- Independence and dual role: Board determined independent directors are Sheryle Bolton (Chair), Dean Zikria, and Christina Valauri; Ernst is not independent, consistent with her executive role .
- Leadership structure: CEO and Chair roles are separated; Bolton serves as Chair, enabling Ernst to focus on CEO duties and supporting independent board leadership .
- Committee memberships: Audit & Risk (Bolton—Chair, Zikria, Valauri), Compensation (Bolton—Chair, Zikria, Valauri), Nominations & Corporate Governance (Valauri—Chair, Bolton, Zikria) . Ernst is not listed on board committees, which mitigates independence concerns related to compensation and audit oversight .
- Attendance: In 2024, there were five formal board meetings; no director attended fewer than 75% of board and committee meetings .
Director Compensation (for context; non-employee directors)
| Component | Annual Amount ($) |
|---|---|
| Director retainer | 35,000 |
| Board Chair | 15,000 |
| Audit & Risk Chair | 13,000 |
| Compensation Chair | 9,000 |
| Nominating & Governance Chair | 6,000 |
Note: The director compensation plan applies to non-employee directors; the proxy does not list separate director fees for Ernst in her capacity as an employee director .
Executive Performance and Track Record
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 275,000 | – | 113,000 | 36,160 | 42,456 | 430,456 |
| 2023 | 275,000 | – | – | 15,393 | 38,947 | 313,947 |
Additional context:
- CFO transition: Interim CFO Kimberly Bambach resigned effective Oct 1, 2024; Lisa Wolf appointed interim CFO, with consulting arrangement at $275/hour (ongoing) .
- Section 16 compliance: An inadvertent late Form 4 in March 2024 noted for Ernst .
Compensation Structure Analysis
- Mix and pay-for-performance: Cash pay is modest; annual bonus is fully discretionary and tied to board-defined milestones and profitability; Ernst received no bonus in 2023–2024, shifting realized compensation toward equity grants .
- Equity design: Time-based vesting predominates with potential for performance awards under the 2021 Plan; change-of-control can accelerate vesting if awards are not continued/assumed/substituted, which can increase realized value upon a sale .
- Clawback and hedging: Rule 10D-1-compliant clawback and anti-hedging policy align with shareholder-friendly governance; no tax gross-ups disclosed .
Investment Implications
- Alignment and ownership: Ernst’s beneficial ownership is less than 1% of outstanding shares with a mix of vested options and a sizable RSU grant vesting starting Dec 18, 2025; alignment relies on equity vesting rather than large outright ownership stakes, which may temper pay-for-performance signals in the near term .
- Upcoming supply dynamics: The 50% RSU vesting on 12/18/2025 and quarterly vesting thereafter could add insider supply depending on trading decisions and windows; monitor Form 4s and 10b5-1 plans for potential selling pressure .
- Retention and change-of-control: Severance equals six months of base salary plus COBRA; combined with potential equity acceleration if awards aren’t assumed in a transaction, retention risk appears moderate while sale scenarios could boost realized equity value .
- Governance mitigants: Separation of Chair and CEO roles and fully independent Audit/Comp/Nominating committees reduce dual-role independence concerns; board attendance and committee structures support oversight quality .
- Capital structure considerations: Company-wide equity plan amendments and preferred financings increase potential dilution; while not specific to Ernst’s compensation, these dynamics can affect equity award value realization and overall insider alignment signals—monitor plan overhang and conversion approvals .