Ellen O. O’Hara
About Ellen O. O’Hara
Ellen O. O’Hara, age 75, joined BK Technologies’ Board in 2024 and is an independent director with deep experience across land mobile radio, public safety communications, and wireless infrastructure. She holds an MBA with high distinction (Baker Scholar) from Harvard Business School and a B.A. in European History from Mount Holyoke College; her tenure on BKTI’s board began in 2024 and she currently chairs the Nominating & Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zetron, Inc. | President & CEO | 2009–Mar 2016 | Led public safety communications technology operations |
| EFJohnson Technologies | President & COO | 2005–2008 | Executive leadership in two‑way radio manufacturer |
| Motorola Solutions | Executive management roles | 1992–2005 | Product/operations leadership in LMR industry |
| GE Mobile Communications | Product management | 1980–1992 | Mobile comms product roles |
| Massachusetts Institute of Technology | Administrative/Org development | 1973–1978 | Early career roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JVCKENWOOD | Senior Strategy Advisor | 2016–2021 | Management representative to Public Safety Technology Alliance |
| Industry Council for Emergency Response Technologies (iCERT) | Chair | 2016–2021 | Industry trade association leadership |
| Zetron, Inc. | Director | Retired Apr 2021 | Board service in communications technology |
| EFJohnson Technologies | Director | Retired Apr 2021 | Board service in two‑way radio |
| Various industry boards | Member | Past | WTIA, ITA, FCC Coordinating Committee, American SMR Network Association |
| Non‑profit | Board member | Past | Affordable housing charity; church vestry |
Board Governance
- Independence: The Board determined O’Hara is independent under NYSE American standards; all standing committee members were independent in 2024 .
- Committee assignments: Chair, Nominating & Governance Committee; not listed on Audit or Compensation in 2024. Strategic M&A committee membership not shown for O’Hara .
- Attendance: The Board held 13 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings during their service period .
- Board structure: Separate Chair and CEO; no Lead Independent Director; independent directors meet in executive session at least annually .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | 30,000 | None (no extra for chair/committee service) | None | RSU program also granted; see Performance Compensation |
| 2025 | 90,000 (quarterly installments) | None (no extra for chair/committee service) | None | Options granted; see Performance Compensation |
Performance Compensation
| Grant Date | Award Type | Shares / Option Size | Grant Date FV ($) | Exercise Price ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Jun 20, 2024 | RSUs | 2,440 | 31,891 (2024 stock award value) | N/A | 3 equal annual installments beginning Jun 20, 2025 | N/A |
| Jan 16, 2025 | Stock Options | 2,238 | 35,000 (value target) | 32.58 | 3 equal annual installments beginning Jan 16, 2026 | Jan 16, 2035 |
- No additional chair or committee equity premiums; director plan caps 2017 Plan director total at $200,000 in a calendar year; 2025 Plan proposes a $500,000 annual director limit subject to stockholder approval .
Other Directorships & Interlocks
- Current public company boards: None disclosed for O’Hara; prior board roles at Zetron and EFJohnson (private/industry) with retirement in April 2021 .
- Consultant/comp committee context: Compensation Advisory Partners LLC (CAP) was engaged; an employee of CAP consults for another public company where the BKTI Chair serves; the committee assessed independence and found no conflict. Not specific to O’Hara but relevant to governance environment .
Expertise & Qualifications
- Education: MBA (Harvard, Baker Scholar); BA (Mount Holyoke) .
- Domain expertise: Land mobile radio, emergency response technologies, wireless telecommunications; industry leadership roles and recognition (Radio Club of America Vivian Carr Award, 2021) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Ellen O. O’Hara | 813 | <1% | RSUs vesting within 60 days of record date (Apr 22, 2025) |
| Shares Outstanding (Record Date Apr 22, 2025) | 3,584,346 | — | For context |
| Unvested RSUs outstanding (12/31/2024) | 2,440 | — | Vest over 3 years starting Jun 20, 2025 |
- Hedging/pledging: Company policy prohibits directors from hedging or pledging company securities; short sales prohibited .
Director Election & Shareholder Signals
- 2024 director election (Ellen O. O’Hara): For 1,985,799; Withheld 37,995; Broker non‑votes 992,128 — strong support on election .
- 2024 say‑on‑pay: For 1,967,306; Against 31,192; Abstain 25,116; Broker non‑votes 992,128. Proxy notes ~98.4% approval at 2024 annual meeting (high support) .
Insider Trades and Filings
| Filing | Date | Summary |
|---|---|---|
| Form 3 | Feb 20, 2025 | Initial statement of beneficial ownership filed by O’Hara |
| Form 4 | Feb 20, 2025 | Reported RSUs granted Jun 20, 2024 and option grant Jan 16, 2025 |
Governance Assessment
- Board effectiveness and independence: O’Hara strengthens board independence and industry expertise; she chairs the Nominating & Governance Committee, aligning with board refreshment and policy oversight responsibilities .
- Attendance and engagement: 2024 Board met 13 times; all directors met at least the 75% attendance threshold, indicating reasonable engagement; O’Hara was elected in 2024 and received strong shareholder support in her election .
- Compensation and alignment: Shift in 2025 from RSU‑heavy to higher cash plus options ($90k cash; $35k options) reduces guaranteed cash retainer risk compared to peers with lower cash, but adds multi‑year option alignment; no separate chair fees suggests streamlined director pay. Anti‑hedging/pledging policy supports alignment .
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving O’Hara. Broader company transactions (e.g., East West Manufacturing as an exclusive third‑party manufacturer and >5% holder) are managed via related‑party policy through Audit Committee; not linked to O’Hara .
- Shareholder signals: Very high say‑on‑pay support in 2024 and strong votes for O’Hara’s election suggest investor confidence in governance and board composition .
RED FLAGS: None specifically disclosed for O’Hara (no related‑party transactions, hedging/pledging prohibited, high shareholder support). Monitoring point: 2025 director pay mix increase in cash retainer may modestly reduce equity‑based alignment versus 2024 RSU program; however, options add performance‑sensitive exposure over 3 years .