Kathleen Skarvan
About Kathleen Skarvan
Kathleen S. Skarvan is Chair of the Board at Electromed, Inc., and a former President & CEO (2012–retired June 30, 2023). She has over three decades of operating leadership, with global scale experience at Hutchinson Technology and OEM Fabricators, and holds a BA in Mass Communications from St. Cloud State University. She has served on ELMD’s Board since 2013 and is currently 69 years old .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electromed, Inc. | President & CEO; later Board Chair | CEO 2012–Jun 30, 2023; Chair elected Jul 1, 2023 | Led strategic priorities, execution; Board leadership as Chair |
| OEM Fabricators | Vice President of Operations | Sep 2011–Oct 2012 | Operations leadership at a custom fabrication supplier |
| Hutchinson Technology, Inc. | SVP & President, Disk Drive Components Division | 29-year career (dates not specified) | Managed ~$300M division and 3,500 employees across five countries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Community Bancorp, Inc. (NASDAQ: CZWI) | Director | 2022–present | Not disclosed |
| Citizens Community Federal National Association | Director | Not disclosed | Not disclosed |
| St. Cloud State University Foundation | Director (prior) | Not disclosed | Not disclosed |
Board Governance
- Independence: Skarvan is not classified as an independent director under NYSE American rules, in contrast to independent directors Erickson, Fluet, Galatowitsch, Summers, Tune, and Walsh .
- Board leadership: Chair of the Board since July 1, 2023; the Board separates Chair and CEO roles to strengthen oversight .
- Lead Independent Director: Kathleen A. Tune, elected Nov 10, 2023, presides over executive sessions and serves as liaison between independent directors and management—explicitly cited due to the Chair’s recent executive service .
- Attendance: Board held six meetings in fiscal 2025; each director attended ≥75% of Board and committee meetings; all directors attended the Nov 15, 2024 annual meeting .
- Committees: ELMD has Audit; Personnel & Compensation; Nominating & Governance; Finance & Strategy. Audit Committee members: Stan K. Erickson (Chair), Gregory J. Fluet, Kathleen A. Tune; Audit met five times; P&C met four times; Nominating met two times (members beyond Audit not itemized in the proxy excerpts) .
Board & Committee Meetings (Fiscal 2025)
| Body | Meetings |
|---|---|
| Board | 6 |
| Audit Committee | 5 |
| Personnel & Compensation Committee | 4 |
| Nominating & Governance Committee | 2 |
Fixed Compensation
- Program structure (non-employee directors, fiscal 2025): Annual cash retainers—Board Member $35,000; Board Chair $30,000; Lead Independent Director $22,500; Audit Chair $15,000; P&C Chair $10,000; Nominating Chair $7,000; Finance & Strategy Chair $7,000; Audit Member $5,000; P&C Member $5,000; Nominating Member $2,000; Finance & Strategy Member $2,000. All paid quarterly; no meeting fees disclosed .
- Annual equity award: 3,000 restricted shares granted around the annual meeting; vest in full six months post-grant .
Director Compensation – Fiscal 2025 (Skarvan)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $66,500 |
| Stock Awards ($) (grant-date fair value) | $92,340 |
| Total ($) | $158,840 |
| Equity grant mechanics | 3,000 RS; granted Dec 1, 2024; vest fully at six months |
Performance Compensation
- For directors, equity is time-based RS and not tied to explicit performance metrics (no disclosed director-level TSR or EBITDA hurdles). Annual grant equals 3,000 RS vesting after six months, with fair value changing year-to-year with stock price .
Equity Grant Detail (Directors, Fiscal 2025)
| Metric | Value |
|---|---|
| RS grant size | 3,000 shares |
| Grant date | Dec 1, 2024 |
| Vesting | Full vest at six months |
| Grant-date fair value (Skarvan) | $92,340 |
Note: Compared to fiscal 2024, grant-date fair value per 3,000 RS increased for all directors ($31,320 in FY24 vs. $92,340 in FY25), reflecting share price and valuation changes; program mechanics (3,000 RS) remained unchanged .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Citizens Community Bancorp, Inc. (CZWI) | Current public company directorship | No ELMD-related transactions disclosed involving Skarvan |
| Citizens Community Federal NA | Other board | No ELMD-related transactions disclosed involving Skarvan |
Expertise & Qualifications
- Operating leadership and global scale: led a $300M division with 3,500 employees across five countries (Hutchinson Technology) .
- Marketing and strategic execution track record as CEO at Electromed, with focus on driving strategic priorities and growth .
- Board leadership: Chair role complements a Lead Independent Director structure for oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Kathleen S. Skarvan | 252,922 | 2.9% | Includes 220,300 shares subject to options exercisable within 60 days |
Ownership base: 8,376,147 shares outstanding as of Sept 17, 2025 .
Governance Assessment
- Independence & structure: Skarvan’s non-independent status as Board Chair can raise oversight concerns, but the Board mitigated this by appointing a Lead Independent Director to run executive sessions and serve as liaison, explicitly citing the Chair’s recent executive service—a prudent governance counterweight .
- Engagement: Attendance thresholds met by all directors; full attendance at the annual meeting supports engagement .
- Alignment: Material personal stake (2.9%) plus director equity grants create skin-in-the-game. Insider trading policy prohibits pledging and hedging for directors, improving alignment quality .
- Compensation mix: Director pay combines fixed cash retainers and short-vesting RS (time-based, no performance metrics). The increase in grant-date fair value for the same RS count (FY24→FY25) suggests higher equity value, not program inflation; still, the absence of performance-vesting on director equity lowers pay-for-performance sensitivity at the board level .
- Related-party exposure: No related-party transactions involving Skarvan disclosed. Company-wide vendor arrangement exists with a >5% shareholder and former director (Stephen H. Craney); Audit Committee monitors competitiveness and risk—no indication of Skarvan’s involvement .
- Shareholder signals: Advisory say-on-pay approval ~91% in 2024 indicates general investor support for compensation practices; while executive-focused, it speaks to broader governance credibility .
RED FLAGS
- Chair not independent due to recent executive role (mitigated by Lead Independent Director) .
- Director equity grants are time-based RS (no performance conditions), limiting direct alignment with outcome metrics for directors .
Positive Signals
- Strong ownership by Skarvan (2.9%) supports alignment .
- Robust prohibition on hedging/pledging for directors reduces misalignment risk .
- Documented committee activity and meeting cadence; Audit chaired by an audit committee financial expert (Erickson) .