Greg Thaxton

About Greg Thaxton

Gregory A. Thaxton (age 64) is an independent director of Kimball Electronics (KE), serving since 2017 and currently in Class III with re‑election in 2026. He is the former Executive Vice President and Chief Financial Officer of Nordson Corporation (Nasdaq: NDSN), retiring in 2020 after 30+ years in domestic and international finance leadership; he is a Certified Public Accountant (inactive) with a B.S. in Accounting from Miami University and an MBA in international management from Baldwin Wallace University. His core credentials include deep financial, accounting, capital structure, and SEC reporting expertise, making him an audit committee financial expert and a strong contributor to EMS sector oversight .

Past Roles

External Roles

Board Governance

• Classification/tenure: KE maintains a three-tier classified board; Greg is Class III (director since 2017; up for re‑election in 2026), supporting stability, continuity, and long-term focus .
• Independence: The board has a majority of independent directors; Greg is independent. Independent directors hold executive sessions after each board meeting; no director/officer legal proceedings noted in past 10 years .
• Leadership structure: Independent Chair (Robert J. Phillippy) with independent committee chairs across NESG, Audit, and TCC .
• Attendance: In FY2025 the board met 7 times; each director attended at least 75% of combined board/committee meetings; directors attend annual meetings .
• Committees and meeting cadence:
  • Audit Committee member; the committee met 9 times in 2025; all members are financially literate and audit committee financial experts .
  • Talent, Culture & Compensation (TCC) Committee member; met 6 times in 2025 .

• Related-party oversight: Audit Committee administers written related-person transaction policy; no related party transactions reported in FY2025 (and FY2024) .
• Risk oversight: Audit (financial controls, cybersecurity, ERM), NESG (sustainability/ESG), TCC (talent/compensation). Continuing director education is coordinated via NESG .

Fixed Compensation

• Director fee structure (as of June 30, 2025): Annual cash retainer $65,000; annual equity award $125,000; committee member retainers: Audit $10,000; TCC $7,500; NESG $7,500; committee chair retainers: Audit $20,000; TCC $15,000; NESG $15,000; Chairperson of the Board retainer $70,000 .
• FY2025 non‑employee director compensation (Greg Thaxton):

• Equity deferral elections: In FY2025 Greg elected to defer all equity retainer awards under the Non‑Employee Directors Stock Compensation Deferral Plan, indicating long-term alignment .

Performance Compensation

• Directors do not receive performance-based cash bonuses or options; annual equity is time-based. No disclosed director performance metrics (e.g., TSR or EBITDA) apply to non‑employee director compensation at KE, so this section is not applicable .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and accounting expertise; audit committee financial expert designation across audit members (including Greg) .
• EMS sector exposure through Nordson and oversight experience relevant to KE’s EMS sub-industry (GICS 45203030) .
• Corporate governance, risk oversight, and capital structure competency—reinforced by roles on TCC and Audit .

Equity Ownership

• Ownership guidelines: Directors must hold KE stock equal to 3× annual cash retainer; must retain 100% of net shares until requirements met; target to reach compliance within 5 years .
• Anti‑hedging/anti‑pledging: Policy prohibits short sales, pledging, hedging, and derivatives for directors and covered persons; to KE’s knowledge, no hedging/pledging by NEOs (policy applies similarly to directors) .

Governance Assessment

• Strengths:

  • Dual membership on Audit and TCC provides balanced oversight across financial reporting and human capital/compensation; Audit Committee financial expert status enhances board effectiveness .
  • Independence confirmed; no related-party transactions; regular executive sessions of independent directors—positive signals for investor confidence .
  • Consistent, transparent director pay with equity component and deferral election in FY2025—alignment to long-term value .
  • Board and committee meeting cadence with strong engagement (board 7 meetings; audit 9; TCC 6 in FY2025) .

• Watch items / potential red flags:

  • None disclosed regarding conflicts, related-party transactions, hedging/pledging, or low attendance; all directors met attendance thresholds, and FY2025 reported no related-party transactions .
  • Classified board structure can modestly reduce annual accountability, though KE articulates stability/long-term focus rationale and maintains annual say‑on‑pay with high approval (97% in 2024) .

• Implications:

  • Greg’s finance pedigree and audit/TCC roles support disciplined capital allocation, compensation governance, and risk oversight—likely bolstering investor confidence in reporting quality and pay practices .
  • Equity deferral and ownership guidelines reinforce alignment; absence of external public boards minimizes interlock risks .