Jana Croom
About Jana Croom
Chief Financial Officer of Kimball Electronics (KE) since 2021; joined KE in January 2021 as Vice President, Finance after >20 years in finance including FP&A and regulatory roles at NiSource. Education: College of Wooster; MBA from The Ohio State University Fisher College of Business . FY2025 company performance highlights underpin pay-for-performance: net sales $1,486.7M; adjusted operating income $61.3M (4.1% of net sales); cash from operations $183.9M; debt reduced by $147.3M; 653,000 shares repurchased for $12.0M . Long-term equity payouts for FY2023–2025 were based on operating margin and revenue CAGR with total attainment of 99.0% (49.0% profitability; 50.0% growth vs EMS industry) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kimball Electronics | Chief Financial Officer | 2021–present | Executive officer; leads finance for global EMS provider |
| Kimball Electronics | Vice President, Finance | Jan 2021–2021 | Transitioned to CFO; led corporate finance |
| NiSource Inc. | Vice President, Financial Planning & Analysis | Aug 2019–2021 | Enterprise FP&A leadership at a large regulated utility |
| NiSource Inc. | Director roles (operations planning, state finance, regulatory affairs) | 2012–2019 | Operational and regulatory finance leadership |
External Roles
No external public-company directorships disclosed for Jana Croom in KE proxy materials .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $414,154 | $450,000 | $465,000 |
| Target Annual Bonus (% of base) | 40% (FY2024 plan reference) | 40% (FY2024 plan reference) | 75% (FY2025 STIP) |
| Threshold/Target/Max STIP (% of base) | — | — | 20% / 75% / 150% |
| Actual Annual Cash Incentive Paid ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation | $236,068 | $202,500 | $71,021 |
Performance Compensation
FY2025 Annual (Cash) Incentives – Design and Outcome
| Metric | Weight | Basis | Threshold | Target | Maximum | Actual payout (Croom) |
|---|---|---|---|---|---|---|
| Adjusted Operating Margin to Board Plan | 60% | Company performance | 4.1% OI | 4.6% OI | 5.0% OI | 15.3% of annual cash incentive (incl. ESG modifier) |
| Revenue Growth vs Peers (Russell 2000 Electronic Components Subsector) | 20% | Relative performance | 35th percentile | Median | 75th percentile | Included in actual above |
| Revenue Growth vs Board Plan | 20% | Company performance | (8%) | (3%) | 2% | Included in actual above |
| ESG modifier | +/-5% | Sustainability goals | — | — | — | Applied to final STIP |
| FY2025 STIP Math for Croom | Value |
|---|---|
| Base salary | $465,000 |
| Target bonus % | 75% |
| Target bonus $ | $348,750 |
| Actual payout % (incl. ESG) | 15.3% |
| Actual payout $ | $71,021 |
Long-Term Equity Incentives
Design: 70% Economic Profit to Board plan and 30% rTSR vs Russell 2000 Electronic Components Subsector; performance shares cliff vest after 3 years; restricted shares vest in equal annual tranches over 3 years .
| FY2025–FY2027 Grants (Granted in FY2025) | Performance Shares (Target #) | Restricted Shares (#) | Total LTI ($) |
|---|---|---|---|
| Jana T. Croom | 30,331 | 19,124 | $960,000 |
| FY2025 Grants – Grant Date Fair Value ($) | Performance Shares | Restricted Shares |
|---|---|---|
| Jana T. Croom | $663,946 | $353,603 |
| FY2023–FY2025 Performance Award Outcome | Profitability Attainment | Growth Attainment | Total Attainment |
|---|---|---|---|
| Company payout | 49.0% | 50.0% | 99.0% |
| FY2023–FY2025 Awards Granted/Awarded to Croom | PSUs Awarded (#) | RS FY23 (#) | RS FY24 (#) | RS FY25 (#) | Aggregate Shares | Aggregate Value ($) |
|---|---|---|---|---|---|---|
| Result | 18,967 | 1,596 | 3,120 | 6,375 | 30,058 | $840,722 |
Equity Ownership & Alignment
- Stock ownership guidelines: executives reporting to CEO must hold shares equal to 3x base salary; retain 100% of net shares until compliant; target to reach within 5 years .
- Anti-hedging/anti-pledging: prohibited; to KE’s knowledge, none of the NEOs have pledged or hedged KE stock .
- No stock options; KE does not grant options (reduces asymmetric risk-taking) .
| Beneficial Ownership (Shares) | Sept 9, 2024 | Sept 15, 2025 | % of outstanding |
|---|---|---|---|
| Jana T. Croom | 15,977 | 32,324 | <1% |
| Outstanding Equity at FY2025 Year-End | Unvested Restricted Shares (#) | Market Value ($) | Unearned Performance Shares (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| Jana T. Croom | 26,959 | $518,421 (at $19.23) | 66,847 | $1,285,468 |
Vesting cadence: Restricted shares vest in three equal annual installments (grants dated Aug 29, 2023; Aug 29, 2024; Nov 21, 2024); FY2023 performance shares cliff vest after three years; FY2025 restricted-share tranches vested 1/3 in Aug 2025 .
Employment Terms
- At-will employment; no individual employment agreement .
- Severance & change-in-control: double-trigger; no excise/gross-up; restrictive covenants (confidentiality; refrain from unfair/unlawful competition; non-solicit of employees/customers for 12 months). Benefits include salary continuation (6–12 months by tier), bonus amount based on target or trailing average, COBRA subsidy up to 12 months, up to $25,000 outplacement; amounts doubled if termination during CIC protection period .
| Potential Payments (as of June 30, 2025) | Qualifying Termination + Change in Control | Qualifying Termination (no CIC) |
|---|---|---|
| Cash Payments | $1,467,313 | $542,820 |
| Equity Awards (accelerated/prorated) | $1,800,043 | $885,132 |
| Total | $3,267,356 | $1,427,952 |
Deferred compensation (SERP): Company contributed $9,354 for FY2024; aggregate SERP balance $21,757 as of June 30, 2024; earnings are not above-market; all NEOs fully vested by FY2025 .
Clawback: “No-fault” clawback for the prior 3 fiscal years if financial results are restated; also recoverable for misconduct; policy filed with FY2025 10-K .
Investment Implications
- Pay-for-performance alignment: STIP tied to operating margin and revenue growth (with ESG modifier); LTI weighted to economic profit and rTSR vs a defined peer set—FY23–FY25 payout at 99% signals goals were set to be achievable yet disciplined .
- Ownership alignment: Croom holds 32,324 shares and significant unvested equity; strict anti-hedging/pledging and stock ownership requirements mitigate misalignment risk, though compliance status vs 3x salary is not disclosed .
- Vesting and potential selling pressure: Annual RS tranches and three-year PSU cliffs create periodic vesting events (e.g., August each year and post-performance periods); while insider trading windows and anti-hedging policies apply, tax withholdings on vesting can create technical supply near vesting dates .
- Retention risk: No individual employment contract, but severance plan with double-trigger CIC and meaningful equity continuation/acceleration supports retention; no gross-ups (shareholder-friendly) .
- Governance and shareholder sentiment: Strong say-on-pay support (97% in 2024; five-year average 98%) reduces near-term comp-related controversy risk .