Susan Barkal
About Susan Barkal
Independent director since September 2022; age 62. Senior Vice President of Quality, Supply Chain Executive, Chief Compliance Officer, and CFIUS Security Officer at Yageo Corporation (since 2021). Previously at KEMET Corporation (1999–2021), including SVP of Quality and Chief Compliance Officer (2009–2021). Education: B.S. Chemical Engineering (Clarkson University) and M.S. Mechanical Engineering (Cal Poly). Board has determined she is independent under Nasdaq rules. Attendance: each director attended at least 75% of Board and committee meetings in 2023 and 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yageo Corporation | SVP Quality; Supply Chain Executive; Chief Compliance Officer; CFIUS Security Officer | 2021–present | Global quality, compliance, portfolio management, new product development focus |
| KEMET Corporation | Various roles; SVP Quality; Chief Compliance Officer | 1999–2021; SVP/CCO 2009–2021 | Led global quality and compliance programs |
| KEMET/TOKIN Electronics JV | Inside Board Director | 2014–2017 | Oversight in joint venture governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yageo Corporation | Senior executive (management role) | 2021–present | No other public company directorships disclosed in GUER’s proxy biographies |
Board Governance
- Committee assignments: Member, Corporate Governance & Nominating Committee (not Chair).
- Chair roles: None disclosed for Barkal.
- Independence: Independent; Board majority independent other than Ryan Pratt and William J. Pratt (2025).
- Attendance and engagement: Each director attended at least 75% of Board and committee meetings in 2023 (18 meetings) and 2024 (10 meetings).
- Lead Independent Director: James (Jed) Dunn; duties include convening executive sessions and serving as independent liaison.
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Membership Cash ($) | Committee Chair Cash ($) | Total Cash ($) |
|---|---|---|---|---|
| 2023 | 20,000 | — | — | 20,000 |
| 2024 | 20,000 | — | — | 20,000 |
- Policy effective January 1, 2025: Board cash $20,000; equity $50,000; plus $10,000 cash per committee membership and $12,500 cash per committee chair; cash paid quarterly; equity granted at annual meeting, vests one year.
Performance Compensation
| Year | RSU Grant Date Fair Value ($) | Grant Price per Share ($) | Vesting |
|---|---|---|---|
| 2023 | 50,006 | 7.80 | Time-based; awards for non-employee directors vest on first anniversary under current policy framework |
| 2024 | 50,000 | 2.50 | Time-based; vests after one year |
- No director PSUs or performance metrics disclosed for Barkal; equity is time-based RSUs.
Other Directorships & Interlocks
| Entity | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | Proxies do not disclose other public company boards or interlocks for Barkal. |
Expertise & Qualifications
- Global quality and compliance leadership in electronic components; portfolio management and new product development expertise.
- Supply chain and CFIUS security officer experience (regulatory risk oversight).
- Technical background: Chemical and Mechanical Engineering degrees.
Equity Ownership
| Record Date | Shares Beneficially Owned (#) | Ownership % | Composition |
|---|---|---|---|
| March 4, 2024 | 20,579 | <1% | 10,834 common; 6,411 RSUs vesting within 60 days; 3,334 warrants |
| March 24, 2025 | 20,579 | <1% | 17,245 common; 3,334 warrants |
- No pledging or hedging of company stock disclosed; no stock ownership guideline disclosures for directors.
Governance Assessment
- Strengths: Independent; active on Governance & Nominating Committee; background in compliance/CFIUS and supply chain supports risk oversight; consistent meeting attendance.
- Alignment: Receives annual equity RSUs ($50k) alongside cash retainer; 2025 policy adds committee-based cash—clear structure; equity vests one year.
- Limitations: Director equity is time-based RSUs (no performance metrics/PSUs); ownership stake is <1% (limited “skin in the game”).
- Conflicts/Related-party exposure: No related-party transactions disclosed involving Barkal; major related-party items concern other directors (e.g., Salem facility and North Run financing).
- Compliance note: Forms 4 for April 2023 RSU awards to non-employee directors (including Barkal) were filed late due to administrative delays; 2024 Section 16 filings reported timely.
RED FLAGS
- Late Section 16 filings for April 2023 RSU awards to non-employee directors (administrative delays).
- Family relationship on Board (CEO Ryan Pratt is the son of director William J. Pratt), which is a broader governance risk (not specific to Barkal).
Observations for investors
- Expect incremental 2025 cash fees for Barkal’s Governance Committee membership ($10k) under new policy; equity remains time-based, not performance-conditioned.
- No disclosed interlocks or related-party transactions linked to Barkal; her compliance and supply-chain expertise may enhance board oversight in a period of financing and capital structure changes.