Bob Phillippy
About Bob Phillippy
Independent Chairperson of the Board at Kimball Electronics (KE); age 65; director since 2018; Class III with next re-election in 2026. Background: independent consultant to technology companies; retired in 2016 as President, CEO, and Director of Newport Corporation; joined Newport in 1996 after 12 years in management roles at Square D (Schneider Electric). Education: B.S. in Electrical Engineering (University of Texas at Austin) and M.S. in Management (Kellogg School of Management, Northwestern). Core credentials include public company CEO experience, manufacturing/industry expertise, strategy development, and corporate governance acumen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newport Corporation (public lasers/optics company) | President, CEO, and Director; senior executive roles prior | 1996–2016 (CEO: 2007–2016) | Led a public technology/manufacturing company; adds leadership, strategy, operational experience and EMS sector expertise to KE’s Board . |
| Square D Company (Schneider Electric division) | Various management roles | 12 years (dates not disclosed) | Electrical and industrial operations background; complements KE’s manufacturing oversight . |
External Roles
| Company | Ticker | Role | Notes |
|---|---|---|---|
| ESCO Technologies | ESE | Director; Chairperson | Current public company directorship; chair role noted . |
| Materion Corporation | MTRN | Director | Current public company directorship . |
- Number of other public boards: 2 .
Board Governance
- Independent Chairperson; KE separates Chair and CEO roles. Phillippy presides over Board and independent director sessions; CEO leads strategy and operations .
- Committee memberships: Audit Committee members are Vadaketh (Chair), Lampert, Thaxton (Phillippy not listed) ; NESG Committee members are Holcomb (Chair), Lampert, Repplier (Phillippy not listed) ; TCC Committee members are Van Deursen (Chair), Repplier, Thaxton (Phillippy not listed) .
- FY2025 Board met 7 times; each director attended at least 75% of aggregate Board/committee meetings; all directors attended the last Annual Meeting .
- Classified Board; Phillippy is Class III (re-election in 2026). Board cites independence, stability, long-term focus, and Indiana statutory context for classification .
Fixed Compensation
| Metric (FY2025) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $135,000 |
| Stock Awards ($) | $125,001 |
| Total ($) | $260,001 |
| FY2025 Equity Grant Details | Value |
|---|---|
| Equity retainer shares granted | 6,548 shares per non-employee director |
| Grant date market price | $19.09 per share on Nov 15, 2024 |
| Deferral election (FY2025 grant) | Issued under 2023 Plan (no deferral election indicated for Phillippy) |
Notes:
- KE reports using time-based equity retainer grants for directors; no options granted .
- Some directors elect to defer equity/cash under the Non-Employee Directors Stock Compensation Deferral Plan; FY2025 equity retainer for Phillippy was issued, not deferred .
Performance Compensation
| Instrument | Performance Metrics | Vesting/Terms |
|---|---|---|
| Director equity retainer shares | No director-specific performance metrics disclosed; table shows stock awards only (no options) | Minimum one-year vesting applies under KE stock plan; KE does not grant stock options; clawback policy applies to incentive compensation (executive-focused) . |
- KE highlights executive incentive design (company-wide operational and market-relative metrics; capped awards; multi-year vesting; robust clawback). These are executive policies, not director compensation metrics .
Other Directorships & Interlocks
| Company | Relationship to KE | Potential Interlock/Conflict |
|---|---|---|
| ESCO Technologies (ESE) | External board where Phillippy is Chairperson | No KE-related transactions or interlocks disclosed in retrieved sections . |
| Materion (MTRN) | External board (Director) | No KE-related transactions or interlocks disclosed in retrieved sections . |
Expertise & Qualifications
- Public company CEO experience; manufacturing and industry knowledge aligned with EMS and healthcare equipment markets .
- Strategy development; corporate governance expertise; finance/accounting oversight exposure at board level; cybersecurity/IT governance experience emphasized in KE board skill matrix .
- Education: BSEE (UT Austin), MS Management (Northwestern Kellogg) .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 54,425 |
| Percent of outstanding | Less than 1% |
| Shares outstanding (record date) | 24,387,270 (as of Sep 15, 2025) |
| Beneficial ownership methodology | SEC definition; includes certain deferred director share credits distributable within 60 days post-service (general director footnote) . |
Alignment and Restrictions:
- Director stock ownership guidelines: minimum ownership equal to 3x annual cash retainer; hold 100% of net shares until meeting guideline; target compliance within 5 years of appointment .
- Anti-hedging/anti-pledging policy: directors prohibited from pledging, hedging, and derivatives in KE securities .
- Timing of equity grants: after fiscal-year earnings release; no timing around MNPI .
Governance Assessment
-
Positives: Independent Chair with separation of Chair/CEO roles enhances oversight and board independence . Robust ownership guidelines and anti-hedging/pledging policy support long-term alignment . Credible manufacturing/technology leadership background and current public board experience strengthen board effectiveness . Attendance threshold met for all directors; annual meeting attendance confirmed . Director compensation mix is balanced (cash retainer plus time-based equity), with no options and post-MNPI grant timing safeguards .
-
Watch items: Multiple public company board commitments (2) may increase time demands; monitor for any emerging interlocks or related-party exposures as part of Audit Committee oversight . Classified board structure reduces annual election cadence; Board articulates independence, continuity, and statutory considerations; investors typically monitor refreshment and accountability mechanisms in classified structures .
-
Committee roles: Phillippy serves as Independent Chair and is not listed as a member of Audit, NESG, or TCC; committee chairs (Holcomb-NESG, Vadaketh-Audit, Van Deursen-TCC) are independent and report active meeting cadence (Audit: 9; NESG: 4), indicating engaged oversight .