Kathleen Skarvan
ClearfieldAbout Kathleen Skarvan
Kathleen S. Skarvan was appointed to Clearfield’s Board of Directors effective December 10, 2025; she will serve on the Audit Committee and the Nominating and Corporate Governance Committee, whose members are independent under Nasdaq and SEC rules . Skarvan is an experienced CEO and board director with over 30 years in high‑technology operations and general management; she holds a Bachelor’s degree from St. Cloud State University and completed the Carlson School of Management Executive Program at the University of Minnesota .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electromed, Inc. | President & CEO | 2012–2023 | Led transformation and growth; later appointed Chair (see External Roles) |
| Hutchinson Technology (Disk Drive Division) | Senior Vice President & Division President | Not disclosed | Led company’s largest division ($300M revenue, 3,500 employees), operational and strategic leadership |
External Roles
| Organization | Exchange/Ticker | Role | Tenure | Committee Roles |
|---|---|---|---|---|
| Electromed, Inc. | NYSE American: ELMD | Director; Chair of the Board | Chair since 2023 | Board leadership; prior CEO |
| Citizens Community Bancorp, Inc. | NASDAQ: CZWI | Director | Not disclosed | Chair, Risk Oversight Committee; Member, Audit Committee |
Board Governance
- Committee assignments at Clearfield: Audit Committee; Nominating and Corporate Governance Committee (effective Dec 10, 2025) .
- Committee independence: Clearfield’s committees comprise independent directors; all Audit Committee members meet SEC “financial expert” standards and Nasdaq financial literacy requirements .
- Board process and effectiveness: Board and each committee conduct annual self‑evaluations overseen by the Nominating & Corporate Governance Committee; enhancements are implemented based on results .
- Attendance context: In fiscal 2024 the Board met 10 times; each nominee then serving attended at least 75% of Board and committee meetings; four of eight directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $40,000 | Standard for non‑employee directors |
| Annual Board Chair Retainer (cash) | $10,000 | For Chair of the Board (not applicable to Skarvan unless appointed Chair) |
| Annual Audit Committee Chair Retainer (cash) | $10,000 | Committee chair only |
| Annual Compensation Committee Chair Retainer (cash) | $10,000 | Committee chair only |
| Annual Nominating & Corporate Governance Committee Chair Retainer (cash) | $10,000 | Committee chair only |
| Annual Equity Grant (Restricted Stock) | $60,000 | Value divided by FMV per share; vests one day prior to the next Annual Meeting |
In connection with her appointment, Skarvan will receive Clearfield’s standard director compensation as referenced in the 2025 proxy .
Performance Compensation
- Clearfield does not use performance‑based equity for directors; annual director equity is time‑vested restricted stock that lapses one day before the next Annual Meeting .
- No director bonuses, PSUs, or option awards are disclosed for non‑employee directors in the 2025 proxy (covering fiscal 2024) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Boards | Electromed, Inc. (Chair); Citizens Community Bancorp, Inc. (Director) |
| Interlocks | Fiscal 2024 Compensation Committee interlocks: none involving Clearfield’s NEOs and outside entities; committee members were Messrs. Goepel, Jones, Roth and Ms. Wirsbinski . |
Expertise & Qualifications
- Transformational leadership across B2B/B2C, high‑tech operations, and regulated industries; designed and oversaw risk management systems .
- Deep operational and P&L experience; scaled large divisions and led strategy and M&A integration .
- Recognitions include “Top 25 Women Leaders in Medical Devices 2021” and “Women in Business” 2018 .
- Financial oversight and risk governance credentials via service on Risk Oversight and Audit committees at CZWI; Audit and Nominating & Corporate Governance committees at CLFD .
Equity Ownership
- Beneficial ownership specific to Skarvan is not disclosed in the 2025 proxy (covering holdings as of December 30, 2024) given her later appointment effective December 10, 2025 .
- Alignment policies: Clearfield prohibits hedging and pledging of company securities for directors and executives .
- Stock ownership guidelines: Non‑employee directors must hold stock equal to 5x annual cash retainer (excludes committee/chair retainers); compliance expected within five years of election .
Governance Assessment
- Strengths:
- Independent committee assignments (Audit; Nominating & Corporate Governance) enhance oversight of financial reporting and board composition practices .
- Strong risk and audit exposure from CZWI roles; operational depth from Hutchinson Technology and CEO experience at Electromed supports board effectiveness in strategy and operations .
- Clearfield’s anti‑hedging/anti‑pledging and ownership guidelines reinforce alignment; annual board self‑evaluations signal continuous improvement .
- Watch items / potential risks:
- Attendance and engagement metrics for Skarvan specifically are not yet available due to appointment timing; broader board attendance at the 2024 Annual Meeting (4 of 8) suggests monitoring shareholder‑facing engagement .
- No related‑party transactions policy exceptions disclosed; Audit Committee oversees related‑party reviews under established policy—low conflict risk based on historical disclosures .
No RED FLAGS identified in filings regarding related‑party transactions, hedging/pledging, or compensation interlocks relevant to Skarvan; director equity is time‑vested restricted stock without performance metrics, consistent with typical governance practices for non‑employee directors .