Kathy Thomson
About Kathy Thomson
Kathy R. Thomson is Chief Commercial Officer (CCO) of Kimball Electronics (KE), appointed in 2023 after serving as Vice President, Global Business Development & Design Services since 2018; she has 20+ years of EMS experience from Creation Technologies and Plexus Corp and holds both a BA in Business Administration and an MBA from Lakeland University . Company performance context in FY2025: net sales $1,486.7 million, operating income $45.5 million (adjusted $61.3 million), record $183.9 million cash from operations, and debt reduced by $147.3 million; KE repurchased $12 million of stock, while company TSR since June 2020 implies a value of $142.02 for an initial $100 investment vs $247.82 for the Russell 2000 Electronic Components peer subindex .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kimball Electronics | VP, Global Business Development & Design Services | 2018–2023 | Not disclosed |
| Creation Technologies | Vice President, Business Development | 2012–2018 | Not disclosed |
| Plexus Corp | Roles of increasing responsibility | Not disclosed | Not disclosed |
External Roles
No external public company directorships disclosed for Kathy Thomson .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $310,539 | $385,000 | $403,923 |
| All Other Compensation ($) | $21,298 | $17,693 | $12,136 (includes $10,918 401k/SERP contributions) |
Performance Compensation
Annual Short-Term Incentive (Cash) Structure and Outcomes (FY2025)
| Element | Weighting | Target/Payout Curve | FY2025 Outcome (K. Thomson) | Vesting/Payment |
|---|---|---|---|---|
| Operating Margin (Adjusted) vs Board Plan | 60% | Threshold 4.1% OI = 25%; Target 4.6% = 100%; Max 5.0% = 200% | Component-level attainment not disclosed; total payout below target | Cash, paid post-fiscal year |
| Revenue Growth vs Peers (Russell 2000 Electronic Components Subsector) | 20% | 35th pct = 35%; Median = 100%; 75th pct = 200% | Not disclosed | Cash, paid post-fiscal year |
| Revenue Growth vs Board Plan | 20% | -8% = 25%; -3% = 100%; +2% = 200% | Not disclosed | Cash, paid post-fiscal year |
| ESG Modifier | ±5% | 14 points earned → +2% modifier | +2% applied | Applied to STIP |
| Target Bonus (% of Salary) | — | 50% of base salary | — | — |
| Actual Annual Cash Incentive Payout (% of Salary) | — | — | 10.2% (including ESG) | — |
| Actual Annual Cash Incentive ($) | — | — | $41,200 | Paid FY2025 |
Long-Term Incentives (Equity) Design
| Vehicle | Proportion of LTI | Metrics/Weights | Vesting | Notes |
|---|---|---|---|---|
| Performance Share Units (PSUs) | ~60% of LTI | 70% Economic Profit vs Plan; 30% rTSR vs Russell 2000 Electronic Components Subsector | 3-year cliff after performance period | Max 200% of target shares; no repricing |
| Restricted Shares (RS) | ~40% of LTI | Continuous service | 1/3 annually over 3 years | Aligns with share price; no dividends on unvested |
FY2025 Grants and FY2023–2025 Awards
| Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| LTI Target (% of Salary) | — | — | 157% |
| LTI Target ($) | — | — | $637,500 |
| FY2025–FY2027 PSUs (Target #) | — | — | 20,142 shares |
| FY2025–FY2027 RS (#) | — | — | 12,699 shares |
| FY2025 Grant Date FMV (PSUs) | — | — | $440,908 |
| FY2025 Grant Date FMV (RS) | — | — | $234,805 |
| FY2023–FY2025 PSU Award (shares awarded) | — | — | 10,227 |
| FY2023–FY2025 Restricted Shares Awarded (FY23/FY24/FY25 tranches) | — | — | 861 / 1,560 / 4,233 |
| FY2023–FY2025 Aggregate Award Value ($) | — | — | $472,162 |
| FY2023–FY2025 PSU Attainment (Total) | — | — | 99.0% (49.0% profit; 50.0% growth) |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial Ownership (Shares) | 34,457 (less than 1%) |
| Unvested Restricted Shares (#; Market Value at 6/30/25) | 16,679; $320,739 (at $19.23) |
| Unearned PSUs (#; Market/Payout Value at 6/30/25) | 38,711; $744,413 (at $19.23) |
| Shares acquired on vesting in FY2025 (gross) | 10,214 shares |
| Shares withheld for tax on FY2025 vesting | 4,791 shares |
| Stock Ownership Guidelines | 3x base salary for executives reporting to CEO; retain 100% net shares until compliant; target compliance ≤5 years |
| Hedging/Pledging | Prohibited; none reported among NEOs |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | At-will; no individual employment contracts |
| Severance Plan Structure | Tiered benefits; “double-trigger” for change-in-control (CiC) – benefits only upon qualifying termination within 24 months post-CiC; no excise tax gross-ups |
| Restrictive Covenants | Confidentiality and non-solicitation; abstain from unfair/unlawful competition; generally 12 months post-qualifying termination |
| Severance – Qualifying Termination (non-CiC) | Cash $328,423; equity $564,272 (prorated/actual performance); totals assume 6/30/25 and $19.23/share valuation |
| Severance – CiC + Qualifying Termination | Cash $834,128; equity $1,060,688; totals assume 6/30/25 and $19.23/share valuation |
| Clawback Policy | “No fault” recovery of incentive comp for restatements over prior 3 fiscal years; misconduct recovery allowed; policy published and in 10‑K exhibits |
| Deferred Compensation (SERP) | Aggregate balance $13,061; aggregate earnings $1,492 in FY2025; no executive or registrant contributions in FY2025 |
| Perquisites | NEOs other than CEO had perquisites < $10,000 in FY2025; All Other Compensation for Thomson $12,136 primarily retirement contributions ($10,918) |
Compensation Structure Analysis
- Cash vs Equity Mix: FY2025 NEO pay emphasizes variable equity; average NEO mix 17% short-term, 54% long-term; CEO 19%/62% respectively, signaling pay-for-performance philosophy .
- Metrics and Rigor: STIP ties 60% to adjusted operating margin vs plan, 40% to revenue growth (peer and plan), plus ESG ±5%; PSUs weigh 70% economic profit and 30% rTSR vs Russell 2000 Electronic Components, with 3-year cliff vesting and capped 200% payouts .
- Discretion/Controls: No single-trigger CiC, strong anti-hedging/pledging, minimum one-year vesting, clawback, independent TCC with third-party consultant (Aon); 2024 Say-on-Pay support was 97% .
Performance & Track Record
- Company outcomes under leadership team including the CCO in FY2025: third-highest annual revenue in company history; record operating cash flow; debt reduced to a 3‑year low; record wins for future business; and sole-supplier designation for largest medical customer’s respiratory care assembly and HLA business, supporting commercial execution in regulated markets .
- Pay vs Performance: FY2023–FY2025 PSU tranche paid at 99% total attainment (49% profitability; 50% growth), mapping to operating margin and revenue growth achievements disclosed .
Equity Compensation Peer Group (Benchmarking)
Peer group used for FY2025 compensation planning includes EMS and component firms such as Benchmark Electronics (BHE), Plexus (PLXS), Sanmina (SANM), TTM Technologies (TTMI), CTS (CTS), Vishay (VSH), and others; KE was at the 54th percentile for revenue and 6th percentile for market cap versus peers in Feb 2024 .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for executives; none reported among NEOs (alignment positive) .
- Related Party Transactions: None reported in FY2025 (governance positive) .
- Say-on-Pay: Strong multi-year support (~98% 5-year average), reducing governance risk around compensation .
- Legal Proceedings: No executive/legal proceedings reported in the last 10 years for directors/executives (disclosure per Item 401(f)) .
Investment Implications
- Alignment: Thomson’s pay is heavily equity-based with PSUs tied to economic profit and rTSR; RS three-year vesting and ownership guidelines (3x salary and share retention) drive skin-in-the-game and discourage short-termism .
- Retention Risk: CiC protections are double-trigger with meaningful equity acceleration only upon qualifying termination; non-solicit and unfair competition restrictions plus SERP balance suggest moderate retention support; target bonus at 50% of salary but FY2025 payout at 10.2% reflects disciplined under-target results in a tough year .
- Trading Signals: RS tranches vest annually; FY2025 vesting led to 4,791 shares withheld for taxes—typical sell-to-cover mechanics; monitor August vesting cycles for potential incremental supply and any Form 4 dispositions tied to tax or diversification .
- Performance Levers: Future PSU outcomes hinge on economic profit execution and rTSR against the Russell 2000 Electronic Components cohort; KE’s medical CMO strategy (sole-supplier expansion, Indianapolis facility) suggests margin mix improvement potential—watch adjusted operating margin vs plan in STIP for near-term pay outcomes .