Kathleen Starkoff
GENTEXAbout Kathleen Starkoff
Independent director of Gentex Corporation since 2018; age 67. President & CEO of Orange Star Consulting (since 2013), with prior CIO experience at The Ohio State University (2008–2013) and CTO leadership roles at Limited Brands/Bath & Body Works and Bank One (now JPMorgan Chase). Recognized by NACD as a Leadership Fellow and featured cybersecurity expert. Identified by the Board as independent and currently serves on the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ohio State University | Chief Information Officer | 2008–2013 | Led enterprise IT; brings ERM and cybersecurity oversight expertise to board work |
| Limited Brands (renamed Bath & Body Works in 2021) | Chief Technology Officer & Group Vice President | Before 2008 (dates not specified) | Public-company IT leadership; digital/retail tech perspective |
| Bank One (now JPMorgan Chase) | Chief Technology Officer & Senior Vice President | Before Limited Brands (dates not specified) | Financial services tech; risk and controls orientation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Orange Star Consulting (Columbus, OH) | President & CEO | 2013–present | IT consulting; no related-party transactions disclosed in proxy |
Board Governance
- Independence and tenure: Independent director since 2018; one of eight independent directors on a nine-member board. Annual elections; majority-vote resignation policy if a director receives less than a majority of votes cast.
- Committees: Member, Audit Committee (current composition: Garth Deur, Chair; Kathleen Starkoff; Brian Walker).
- Committee activity: Audit Committee met five times in 2024; all members independent and financially literate (two identified as financial experts).
- Board activity & attendance: Board held five meetings in 2024; all directors then serving attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Risk oversight: Audit Committee oversees financial reporting/internal controls, compliance, and cybersecurity; also reviews and approves all related-party transactions.
- Policies: Anti-hedging and anti-pledging policy prohibits hedging and pledging by directors; Codes of Ethics and Business Conduct apply to directors; no waivers to date; no personal loans.
Fixed Compensation
| Component | 2021 | 2024 |
|---|---|---|
| Cash fees | $87,500 | $96,264 |
| Stock awards (grant-date fair value) | $97,782 | $130,310 |
| All other compensation (incl. RS dividends; aircraft availability per policy) | $1,657 | $2,035 |
| Total | $186,939 | $228,609 |
- Standard 2024 non-employee director retainers: $90,000 annual base; Chair of Board $100,000; Committee Chair retainers—Audit $12,500, Compensation $10,000, Nominating & Corporate Governance $10,000; Committee member retainers—Audit $7,500, Compensation $5,000, Nominating & Corporate Governance $5,000; Executive Committee member $5,000 (non-employee), paid quarterly.
Performance Compensation
| Design Element | 2024 Details |
|---|---|
| Equity type | Time-based Restricted Stock (RS) for non-employee directors |
| Grant value | $130,000 divided by 20-trading-day average closing price preceding grant; rounded to nearest whole share |
| Grant timing | Immediately following each Annual Meeting |
| Vesting | Vests on first anniversary of grant |
| Performance metrics | None disclosed for directors’ RS (time-based vesting) |
| Options | No option awards to directors in 2024 (table shows “—”) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Starkoff in Gentex’s proxy biography |
| Committee interlocks | Compensation Committee interlocks listed (Schaum, Deur, Walker); Ms. Starkoff is not on Compensation Committee |
| Related-party transactions | Audit Committee reviews/approves all related-party transactions; proxy does not disclose a transaction involving Ms. Starkoff |
Expertise & Qualifications
- Information technology and enterprise risk management expertise from CIO and CTO roles in higher education, retail, and banking; NACD Leadership Fellow and featured cybersecurity expert.
- Financial literacy confirmed for Audit Committee membership; audit committee independence standards met.
- Board practices include independent Chair, annual self-evaluations, and robust risk oversight, including periodic IT security updates.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Mar 1, 2025) | 25,205 shares |
| Options exercisable within 60 days | 0 |
| Percent of class | Less than 1% (indicated by “*”) |
| Hedging/pledging | Prohibited by company policy |
| Stock ownership guidelines (directors) | 5x annual retainer; five years to achieve; RS/PSAs count toward compliance |
Governance Assessment
- Strengths: Independent director with deep IT/cyber and ERM background; serves on Audit Committee that met five times in 2024; independent board leadership and strong governance policies (anti-hedge/pledge, clawback, ownership guidelines).
- Alignment: Director pay mix emphasizes equity via annual RS grant with one-year vest; stock ownership guideline set at 5x cash retainer; hedging/pledging prohibited—supporting alignment with shareholders.
- Engagement: Board and committee meeting cadence and attendance thresholds satisfied (≥75% for all directors), with all directors attending the 2024 Annual Meeting; Audit Committee includes financial experts and focuses on cybersecurity risk.
- Shareholder sentiment context: Say-on-pay received 96% support in 2024, indicating broad investor confidence in compensation governance (though focused on NEOs).
- RED FLAGS/Watch items: “All other compensation” includes RS dividends and potential personal use of company aircraft by directors (allowed if non-conflicting)—a minor governance sensitivity for some investors; no director performance-conditioned equity for non-employee directors (time-based RS only).