Neil Y. Kim
About Neil Y. Kim
Neil Y. Kim (66) is an independent director of Astronics Corporation (ATRO) and has served on the Board since 2016; he currently chairs the Compensation Committee and serves on the Audit Committee . Kim is the former Chief Technology Officer and Executive Vice President of Marvell Technology Group (April 2017–May 2019) and previously Broadcom’s EVP of Operations & Central Engineering (2000–2016), with 35+ years of high‑technology management experience; he holds a B.S. in Electrical Engineering and Computer Science from UC Berkeley and is named as an inventor on 33 patents . The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marvell Technology Group Ltd. | Chief Technology Officer & EVP | Apr 2017–May 2019 | Led technology, senior executive leadership |
| Broadcom Corporation | EVP, Operations & Central Engineering | 2000–2016 | Corporate R&D, global operations, procurement |
| Western Digital Corporation | Senior management & R&D engineering roles | Not disclosed | Technical and management experience |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Veevx (private semiconductor startup) | Board member | Current (date not disclosed) | Privately held; network ties to semiconductors |
| Global Semiconductor Alliance | Director | Prior (dates not disclosed) | Industry consortium board experience |
| Silicon Laboratories Inc. | Director | Prior (dates not disclosed) | Public company board experience |
| Signetics Korea | Director | Prior (dates not disclosed) | Board experience in Korea |
| Korea Circuit Co. LTD | Director | Prior (dates not disclosed) | Board experience in Korea |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Independence: Board determined all directors except CEO/Chair Gundermann are independent; all Audit, Compensation, Nominating/Governance, and Sustainability committee members are independent .
- Attendance: Board held 7 meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; Audit Committee held 5 meetings; Compensation Committee held 6 meetings; Nominating/Governance held 4; Sustainability held 2 .
- Audit Committee composition and expertise: Brady (Chair), Frisby, Kim; Brady and Frisby designated “audit committee financial experts” (Kim not designated) .
- Executive sessions: Independent directors meet regularly; sessions generally held in conjunction with each Board meeting; Brady serves as Lead Independent Director with specified responsibilities .
- Director stock ownership guideline: Non‑employee directors must own at least 400% of annual cash retainer within four years; all were in compliance as of Dec 31, 2024 .
- D&O insurance: $55M aggregate limits; annual premium $635,703; policies expire July 1, 2025 .
- Say‑on‑pay signal: 91% approval in May 2023; Compensation Committee maintained approach for 2025 .
- Governance highlights: 8 of 9 independent directors; fully independent committees; double‑trigger for equity acceleration under employment termination agreements upon change in control; overboarding limits; regular executive sessions; CEO succession planning .
Fixed Compensation
| Year | Cash Retainer (USD) | Meeting/Committee Fees | Total Cash (USD) |
|---|---|---|---|
| 2024 | $80,000 | Not disclosed (no meeting fees disclosed) | $80,000 |
Notes: Director compensation table for 2024 shows a uniform $80,000 cash fee for non‑employee directors (including Kim); no separate meeting fees or chair premiums are disclosed in the proxy’s compensation table .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Vesting | Accounting Fair Value (USD) | Holding/Other Terms |
|---|---|---|---|---|---|
| RSU (non‑employee director) | Feb 22, 2024 | 6,346 units | Vested in full on Aug 22, 2024 (6 months) | $120,003 | Post‑settlement minimum holding period 6 months |
| Stock Options (legacy) | Various (date not disclosed) | 8,000 Common; 1,200 Class B (exercisable within 60 days as of Dec 31, 2024) | Standard option terms; exercisable within 60 days | Not disclosed | Exercise price equals 100% of fair market value on grant date |
Performance metrics for director compensation: None disclosed; director RSUs are time‑based vesting with 6‑month schedules (non‑employee directors), not performance‑based . Change‑of‑control: RSUs/options may vest more quickly upon change in control per LTIP provisions .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Kim |
| Prior public company boards | Silicon Laboratories Inc. (dates not disclosed) |
| Private/industry boards | Veevx (private semiconductor startup); Global Semiconductor Alliance; Signetics Korea; Korea Circuit Co. LTD |
| Compensation committee interlocks | None; committee composed entirely of non‑employees; no Item 404 related‑party transactions in 2024 among members (note references only Keane’s historic employment at ex‑subsidiary) |
Expertise & Qualifications
- Deep expertise in global operations, supply chain, manufacturing, corporate R&D, and M&A integration from Broadcom/Marvell leadership roles .
- 33 patents; UC Berkeley EECS degree; extensive executive leadership in semiconductors and global organizations .
- Board experience across public/private technology entities; skills align with Astronics’ strategy and operational oversight needs .
Equity Ownership
| As of | Holder | Common Shares | % Common | Class B Shares | % Class B | Options Exercisable (60 days) |
|---|---|---|---|---|---|---|
| Apr 2, 2025 | Neil Y. Kim | 44,468 | <1% | 1,200 | <1% | 8,000 Common; 1,200 Class B |
Additional alignment and safeguards:
- Director ownership guideline: 400% of annual cash retainer; all non‑employee directors in compliance as of Dec 31, 2024 .
- No pledging disclosed for Kim; pledge footnotes in the table reference other directors (e.g., Brady) but do not identify pledging by Kim .
- Non‑employee directors as a class hold 1.1% of outstanding Common and 16.6% of Class B stock, supporting alignment .
Governance Assessment
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Strengths:
- Independent director with relevant technical and operational expertise; chairs Compensation Committee and serves on Audit, reinforcing board effectiveness in pay oversight and financial controls .
- Strong governance architecture: independent committees, executive sessions, overboarding limits, stock ownership guidelines met by all non‑employee directors .
- Positive shareholder signal: 91% say‑on‑pay approval in 2023; committee maintained compensation approach for 2025 .
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Potential risks/considerations:
- Compensation Committee does not regularly use outside compensation consultants, relying on broad‑based surveys; while acceptable, this can limit peer‑specific benchmarking rigor in some contexts .
- Kim is not designated an “audit committee financial expert” (Brady and Frisby hold that designation), though he serves on Audit; this is mitigated by committee composition and charter oversight .
- RSU grants for directors are time‑based (6‑month vest), not performance‑conditioned; while common for directors, there is limited direct pay‑for‑performance linkage in director equity design .
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Conflicts and red flags:
- No Item 404 related‑party transactions or compensation committee interlocks involving Kim in 2024; no pledging/hedging disclosed for Kim .
- LTIP prohibits discounted options and repricings without shareholder approval, reducing equity‑related governance risk; performance awards generally used for executives, not directors .