Min Kao
GARMINAbout Min H. Kao
Dr. Min H. Kao, age 76, is Garmin’s co‑founder and has served as Executive Chairman since January 2013; previously Chairman (September 2004–December 2012), Co‑Chairman (August 2000–August 2004), Chief Executive Officer (August 2002–December 2012), and Co‑CEO (August 2000–August 2002). He has been a director/officer of various Garmin subsidiaries since August 1990 and holds a Ph.D. and M.S. in Electrical Engineering from the University of Tennessee and a B.S. in Electrical Engineering from National Taiwan University; he has not served on other boards in the last five years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Garmin Ltd. | Executive Chairman | Jan 2013–present | Board Chair; roles of Chair/CEO separated; founder perspective supports continuity |
| Garmin Ltd. | Chairman | Sep 2004–Dec 2012 | Led Board during growth; transitioned to Executive Chair |
| Garmin Ltd. | Co‑Chairman | Aug 2000–Aug 2004 | Co‑led Board post‑IPO era |
| Garmin Ltd. | Chief Executive Officer | Aug 2002–Dec 2012 | Operating leadership through major expansion |
| Garmin Ltd. | Co‑Chief Executive Officer | Aug 2000–Aug 2002 | Shared CEO responsibilities |
| Garmin subsidiaries | Director/Officer | Aug 1990–present | Long‑tenured governance and operational oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None (public company boards, last five years) | — | — | Company disclosure indicates no other public boards; functions table lists “None” |
Board Governance
- Independence: Garmin’s Board majority is independent (Ball, Burrell, Hartnett, Lewis); Dr. Kao is an executive director (not independent) .
- Board/Chair structure: Roles of Chair and CEO are separated; Dr. Kao serves as Executive Chairman, Clifton Pemble as CEO .
- Committees: Audit, Compensation, and Nominating committees comprised entirely of independent directors; Dr. Kao is not a member of these committees .
- Attendance and engagement: In FY2024 the Board met five times; independent directors held four executive sessions; each director attended ≥75% of Board/committee meetings and all directors attended the 2024 AGM .
- Tenure and re‑election: The Board nominated Dr. Kao for re‑election as director and for re‑election as Executive Chairman for terms through the 2026 AGM; he indicated willingness to serve .
Fixed Compensation
| Component (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $350,000 | $350,000 |
| Bonus | $333 | $358 |
| All Other Compensation | $62,668 | $63,778 |
| Total | $413,001 | $414,136 |
| Board Payments | None (does not receive Board payments) | None (does not receive Board payments) |
Dr. Kao is an employee but not part of Executive Management for compensation reporting; his pay consists of salary, a de minimis cash bonus, and other compensation .
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Equity awards (RSUs/PSUs) | None disclosed for Executive Chairman; non‑executive directors received annual RSUs (not applicable to Dr. Kao) | None disclosed for Executive Chairman; non‑executive directors received annual RSUs (not applicable to Dr. Kao) |
| Option awards | None disclosed | None disclosed |
| Performance metrics tied to pay | Not disclosed for Executive Chairman | Not disclosed for Executive Chairman |
| Vesting schedules | Not applicable (no equity awards disclosed) | Not applicable (no equity awards disclosed) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None in last five years |
| Prior public company boards (last five years) | None disclosed |
| External functions (as disclosed in Board compensation tables) | None |
| Board service limits (Garmin policy) | Limits on other public boards to ensure time commitment (≤2 other boards if employed ≥16 hrs/week; ≤4 if retired/part‑time) |
Expertise & Qualifications
- Co‑founder with >30 years of Garmin operational leadership; deep technical/business knowledge; uniquely positioned to understand Garmin’s vision/values .
- Education: Ph.D. and M.S. in Electrical Engineering (University of Tennessee); B.S. in Electrical Engineering (National Taiwan University) .
Equity Ownership
| Metric | Dec 30, 2023 | Dec 28, 2024 | Apr 11, 2025 |
|---|---|---|---|
| Shares beneficially owned | 18,842,060 | 18,686,980 | 18,686,980 |
| Percent of class | — | — | 9.70% |
| Ownership structure (footnote) | Includes 6,330,753 shares held by revocable trust (Dr. Kao & spouse), 12,133,539 by revocable trusts established by Dr. Kao’s children, 377,768 by Kao Family Foundation | Includes 6,254,081 shares held by revocable trust (Dr. Kao & spouse), 11,998,019 by revocable trusts established by Dr. Kao’s children, 434,880 by Kao Family Foundation | Beneficial ownership per SEC rules; address c/o Garmin International; options/RSUs within 60 days included if any (none indicated) |
Governance Assessment
- Independence and checks: Dr. Kao is an executive (non‑independent) director; however, a majority of the Board is independent and all standing committees are fully independent, providing oversight balance .
- Leadership structure: Separation of Chair and CEO roles is maintained; Board affirms this structure as best serving shareholders, with Dr. Kao contributing founder perspective and significant share ownership alignment .
- Attendance and process quality: Board met five times in 2024 with robust independent director executive sessions; all directors met the ≥75% attendance threshold and attended the AGM, indicating active engagement .
- Compensation alignment: Executive Chairman receives modest fixed cash compensation, with no director fees or disclosed equity awards, while his substantial beneficial ownership provides strong long‑term alignment with shareholders .
- Related‑party/Conflicts: Proxy discloses certain related person transactions involving family members of other executives reviewed/approved by the Audit Committee; no related person transactions are attributed to Dr. Kao in the disclosure excerpted .
RED FLAGS
- Non‑independent Chair: Executive/Founder Chair status can concentrate influence; mitigated by majority‑independent Board and fully independent committees .
- Ownership concentration: Significant beneficial ownership at 9.70% necessitates vigilant independent oversight; Board maintains separated roles and independent committee structure .
Reference Items
- Re‑election proposals: Board recommended re‑election of Dr. Kao as director and as Executive Chairman for terms through completion of the 2026 AGM .
- Director pay framework (non‑executives): 2024 retainers increased to $100,000; RSU target $175,000; chairs receive additional fees; non‑executives do not receive loans/pensions and are not in employee incentive programs .