Holly Van Deursen

About Holly A. Van Deursen

Independent director of Kimball Electronics since 2019; age 66; chemical engineer with an MBA. Former senior executive at BP (1989–2005), where she served in multiple global leadership roles; earlier engineering/manufacturing roles at Dow Corning. Education: B.S. in Chemical Engineering (University of Kansas) and MBA (University of Michigan). The board highlights her governance, international business, and global manufacturing/product development expertise relevant to EMS operations .

Past Roles

External Roles

Board Governance

• Independence: Determined independent under Nasdaq standards; board states no relationships interfering with independent judgment; independent directors meet in executive session after each board meeting .
• Committee assignments: Chair, Talent, Culture & Compensation (TCC) Committee; not listed on Audit or NESG committees in the board’s post-annual meeting matrix .
• Committee activity: TCC held 6 meetings in FY2025; Audit held 9; NESG held 4 .
• Board attendance: Board met 7 times in FY2025; each director attended at least 75% of aggregate board and committee meetings; all directors attended the last Annual Meeting .
• Election and shareholder support: Re-elected November 14, 2025 with 98% of votes cast in favor .

• Board structure: Classified board (three classes) with rationale cited for independence, continuity, long-term focus; note investors often prefer declassification—potential governance debate .

Fixed Compensation (Director)

Director pay policy and rates (as of June 30, 2025):

• Annual Retainer $65,000; Annual Equity Award $125,000; TCC Chair Retainer $15,000; Committee member retainers as applicable; directors may elect to receive retainers in stock and/or defer under the Non-Employee Directors Stock Compensation Deferral Plan .
• FY2025 equity retainer for non-employee directors: 6,548 shares valued at $19.09 on November 15, 2024; Ms. Van Deursen’s FY2025 equity retainer was issued under the 2023 plan (not deferred) .

Performance Compensation (Committee oversight of NEO pay design)

TCC’s FY2025 executive compensation metrics (used for NEOs; relevant to governance and pay-for-performance oversight):

• Annual cash incentives: 60% Adjusted Operating Margin vs board-approved plan; 20% Revenue Growth vs peers (Russell 2000 Electronic Components Subsector); 20% Revenue Growth vs board-approved plan; ESG modifier ±5% .
• Long-term equity incentives: 70% 3-year Economic Profit vs plan; 30% 3-year rTSR vs Russell 2000 Electronic Components Subsector; payouts 0–200%; PSUs cliff vest; restricted shares vest incrementally over three years .

Committee independence and process:

• All TCC members are independent; no committee interlocks or related-party relationships requiring Item 404 disclosure; independent consultant (Aon) engaged by TCC for market data and peer group composition .

Other Directorships & Interlocks

• Number of other public boards: 2 (current) .
• Compensation Committee Interlocks: None; no reciprocal board/comp committee overlaps with KE executives in FY2025 .
• Related-party transactions: None reported in FY2025; formal policy requires audit/NESG review and disclosure for transactions >$120,000 where a related party has material interest .

Expertise & Qualifications

• Governance, leadership, and international business experience; manufacturing/product development leadership; the board cites relevance to EMS sector strategy and operations .
• Financial literacy: All Audit Committee members designated financially literate and “audit committee financial experts” (not her committee) .
• Committee leadership: Independent chair of TCC overseeing CEO/NEO pay, stock ownership guidelines, and talent/culture metrics .

Equity Ownership

Notes:

• Outstanding shares 24,387,270 as of record date .
• Director and executive stock ownership guidelines: Directors must hold shares equal to 3x annual cash retainer; retain 100% of net vested shares until meeting guideline; reasonable time to comply (target ≤5 years); restricted shares and earned performance shares count; options excluded; policy revised Nov 15, 2024 .
• Anti-hedging/anti-pledging: Prohibited for directors/executives; policy covers short sales, options, swaps, collars, pledging, etc. .

Say-on-Pay & Shareholder Feedback

2025 advisory vote (post-meeting 8-K): 98% of votes cast in favor .

Governance Assessment

• Board effectiveness and alignment: Strong investor support for pay (97–99% approvals historically; 98% in 2025), independent committee leadership, robust stock ownership policy, clawbacks, no options/repricing; use of third-party consultant—positive signals for governance quality .
• Independence and attendance: Independent status; ≥75% meeting attendance; full annual meeting attendance—supports engagement .
• Pay-for-performance rigor: TCC’s use of adjusted operating margin, peer-relative revenue growth, rTSR, and economic profit with defined thresholds/caps; ESG modifier—credibly ties pay to performance and risk management .
• Ownership alignment: Personal beneficial holdings (29,886 shares) plus mandatory director ownership guideline (3x retainer), and anti-hedging/pledging policy—alignment and risk deterrence .
• RED FLAGS:
  • Classified board structure may be viewed unfavorably by some investors despite board’s stated rationale and Indiana statutory context; ongoing refreshment and majority vote resignation policy partially mitigate concerns .
  • Multiple external public boards (2) increase time commitments; however, consistent attendance and high shareholder support mitigate interlock/time-risk perception .
• Conflicts: No related-party transactions reported in FY2025; no compensation committee interlocks—low conflict risk .