Doug Hass
About Doug Hass
Douglas A. Hass is Chief Legal & Administrative Officer and Secretary at Kimball Electronics (KE). He was promoted to this role on March 24, 2025 after serving as Chief Legal & Compliance Officer and Secretary since 2022; he joined KE in 2020 as Associate General Counsel and Assistant Secretary. Hass is 49 years old and holds a Juris Doctor, magna cum laude, from Indiana University Maurer School of Law; he has ~30 years of legal, management, operations, and network security experience focused on telecom and electronics manufacturing. During FY2025, KE reported net sales of $1,486.7M, adjusted operating income margin of 4.1%, record operating cash flow of $183.9M, and share repurchases of 653k shares; KE’s TSR value of initial $100 stood at 142.02 vs peer group 247.82, and operating income margin was 3.1% in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kimball Electronics | Chief Legal & Administrative Officer, Secretary | 2025–present | Leads global legal, sustainability, and IT/cybersecurity strategy; drives Industry 4.0/digital manufacturing analytics |
| Kimball Electronics | Chief Legal & Compliance Officer, Secretary | 2022–2025 | Led legal and compliance; executive officer since 2022 |
| Kimball Electronics | Associate General Counsel & Assistant Secretary | 2020–2022 | Joined KE in 2020, supporting legal and corporate secretary functions |
| Lifeway Foods (Nasdaq) | General Counsel & Secretary | 2016–2020 | Received First Chair Top General Counsel award (2019); led legal at public company |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Association of Corporate Counsel – Employment & Labor Law Network | Past Chair | Not specified | Network of ~7,000 labor and employment attorneys worldwide |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $340,000 | $370,000 (8.8% increase YoY) |
| Target Annual Cash Incentive (% of base) | 40% | 50% (Threshold 14%, Max 100%, excl. ESG modifier) |
| Actual Annual Cash Incentive ($) | $153,000 | $37,575; 10.2% earned incl. ESG modifier |
| All Other Compensation ($) | $18,263 | $13,096 (includes company retirement contributions; perqs < $10k) |
Performance Compensation
Annual (Cash) Incentives – Design and Outcomes
| Item | FY2024 | FY2025 |
|---|---|---|
| Plan design | Profit Sharing Incentive based on Economic Profit tiers; Committee sets thresholds annually; no upward discretion | Profit Sharing Incentive with payout curve (Threshold/Target/Max); ESG modifier ±5% |
| Key metric attainment | Economic profit $7.584M → payout between tiers 3 and 4 | Company-set performance goals; Hass earned 10.2% of base salary |
| Hass payout | 45% of base salary ($153,000) | 10.2% of base salary ($37,575) |
Long-Term Equity – Grants, Metrics, and Vesting
| Grant Date | Award Type | Target Shares | Grant Date Fair Value ($) | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| 11/21/2024 | Performance Shares (LTPS) | 15,166 | $331,984 | FY2025 LTPS: Economic Profit (70%) + rTSR vs Russell 2000 Electronic Components Subsector (30%) | Cliff vest 3 years from grant (expected 11/21/2027) |
| 08/29/2024 | Restricted Shares | 9,562 | $176,801 | Time-based | Equal installments over 3 years from grant (08/29/2024, 2025, 2026/2027) |
| 08/29/2023 | Performance Shares (LTPS) | 7,071 | $206,402 | FY2023–2025 program also uses operating metrics; see attainment below | Cliff vest 3 years from grant (expected 08/29/2026) |
| 08/29/2023 | Restricted Shares | 4,125 | $120,409 | Time-based | Equal installments over 3 years (08/29/2023, 2024, 2025) |
FY2023–FY2025 Performance Share Attainment (Cliff Vest Cycle)
| Component | Weight | Metric | Attainment → Payout Contribution |
|---|---|---|---|
| Profitability Attainment | 60% | Avg Operating Income % FY2023–FY2025 (adjusted) = 4.22% vs goal 5.17% | 49.0% payout contribution |
| Growth Attainment | 40% | Company CY2022–2024 Revenue CAGR = 9.40% (capped at 125%) | 50.0% payout contribution |
| Total | 100% | — | 99.0% total attainment in FY2025 |
Equity Ownership & Alignment
| Item | FY2024 | FY2025 |
|---|---|---|
| Beneficial Ownership (shares) | — | 20,247 shares; <1% of outstanding (24,387,270) |
| Restricted shares unvested (# / $) | 6,946 / $152,675 (at $21.98) | 13,723 / $263,893 (at $19.23) |
| Performance shares unearned (# / $) | 24,665 / $542,137 (at $21.98) | 32,388 / $622,821 (at $19.23) |
| Stock ownership guidelines | 3× base salary for executives reporting to CEO; must retain 100% of net vested shares until met; up to 7 years to attain | |
| Hedging/pledging | Prohibited for directors/executives; to KE’s knowledge, no NEOs have engaged in hedging or pledging | |
| Clawback policy | Company maintains a strong clawback policy |
Employment Terms
| Feature | Details |
|---|---|
| Employment agreement | None; at-will employment |
| Severance plan | Leadership Team Severance and Change-in-Control Plan; double-trigger for CIC; no excise tax gross-ups; benefits paid from general assets (unfunded under ERISA) |
| Restrictive covenants | Confidentiality; refrain from unfair/unlawful competition; non-solicit 12 months post-qualifying termination |
| SERP (nonqualified deferred compensation) | Aggregate balance: $8,705 (FY2024); $9,892 (FY2025). Earnings are not above-market; plan assets in “rabbi trust” |
Estimated Severance Economics (as of fiscal year-end)
| Scenario | FY2024 Cash | FY2024 Equity | FY2024 Total | FY2025 Cash | FY2025 Equity | FY2025 Total |
|---|---|---|---|---|---|---|
| Change in Control + Qualifying Termination | $944,601 | $640,563 | $1,585,164 | $1,089,298 | $881,330 | $1,970,628 |
| Qualifying Termination (no CIC) | $409,409 | $416,534 | $825,943 | $443,385 | $492,152 | $935,537 |
Performance & Track Record
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Company TSR – Value of initial $100 | 204.06 | 162.33 | 142.02 |
| Peer Group TSR – Value of initial $100 | 161.02 | 195.40 | 247.82 |
| Net Income ($) | $55,831,000 | $20,511,000 | $16,984,000 |
| Operating Income Margin (%) | 4.8% | 2.9% | 3.1% |
| FY2025 operational highlights | — | — | Net sales $1,486.7M; adjusted OI margin 4.1%; operating cash flow $183.9M; debt -$147.3M YoY; repurchased 653k shares |
Vesting Schedules and Potential Insider Selling Pressure
- Time-based restricted shares generally vest in equal annual installments over 3 years from grant (e.g., 08/29/2024 grant vests across 2024–2027; 08/29/2023 grant vests across 2023–2026), creating potential selling or withholding events on vest dates .
- Performance share awards cliff vest 3 years from grant subject to attainment (e.g., 11/21/2024 → 11/21/2027; 08/29/2023 → 08/29/2026; 08/19/2022 shows vesting at 08/27/2025), which can concentrate equity settlement and potential trading around vesting outcomes .
Compensation Structure Analysis
- Shift to performance-based equity: The 2023 Equity Incentive Plan emphasizes performance shares and prohibits option repricing; FY2025 LTPS metrics mix Economic Profit (70%) and rTSR (30%), signaling pay-for-performance alignment .
- Annual cash incentives tied to Economic Profit tiers with ESG modifier ±5%; FY2024 produced above-target NEO payouts (45% of base for Hass), while FY2025 payouts were much lower (10.2%), reflecting tougher performance and reduced cash incentive realized .
- No tax gross-ups and double-trigger CIC: Shareholder-friendly governance reduces change-of-control windfalls risk .
Equity Ownership & Alignment Commentary
- Beneficial ownership is modest (20,247 shares, <1%); meaningful unvested and unearned awards exist ($263,893 restricted; $622,821 performance shares at FY2025 prices), so future vesting is a key lever for alignment and potential liquidity events .
- Strict anti-hedging/anti-pledging and stock ownership guidelines (3× salary for executives) improve alignment; executives must hold 100% of net vested shares until guidelines are met .
Employment Terms Commentary
- At-will status, strong severance framework with double-trigger, and 12-month non-solicit support retention while balancing governance; estimated CIC+QT value for Hass rose year-over-year to ~$1.97M, driven largely by unvested equity value .
Investment Implications
- Pay-for-performance structure is credible: LTPS tied to Economic Profit and rTSR and cash incentives tied to Economic Profit tiers; FY2025 low cash payout (10.2%) versus FY2024 (45%) underscores linkage to operating results .
- Upcoming vesting events create measurable supply overhang potential, especially the 11/21/2027 LTPS and annual restricted tranches, though anti-hedging/pledging and ownership-retention requirements temper discretionary selling .
- Governance risk appears contained: double-trigger CIC, no excise tax gross-ups, clawback policy, and no employment agreement reduce entrenchment and misalignment risk .
- Role expansion (adding IT/cybersecurity) elevates Hass’s operational influence; retention risk is moderate given severance protections and equity runway, but FY2025 lower incentive payouts may pressure total comp competitiveness versus peers .