Michele Holcomb

About Michele A. M. Holcomb

Michele A. M. Holcomb, PhD, is an independent director of Kimball Electronics (KE), serving since 2019 and standing for re‑election as a Class II director at the 2025 Annual Meeting. She is 57, holds a B.S. in Chemistry from Stanford and a PhD in Chemistry from UC Berkeley, and previously served as EVP, Chief Strategy & Business Development Officer at Cardinal Health (2017–Sep 2022), with earlier senior roles at Teva Pharmaceuticals and as a partner at McKinsey. She also serves as a director of PureTech Health plc (LSE: PRTC) .

Past Roles

External Roles

Board Governance

• Committee leadership: Holcomb serves as Chair of the Nominating & ESG (NESG) Committee; NESG (members: Holcomb, Lampert, Repplier) met 4 times in FY2025 and oversees board composition/governance, human capital, ESG disclosure, and non‑financial compliance programs .
• Independent board leadership: KE separates Chair and CEO roles; independent Chair (Bob Phillippy) and independent committee chairs: Holcomb (NESG), Vadaketh (Audit), Van Deursen (TCC) .
• Independence and executive sessions: Board majority independent; Holcomb is independent; independent directors meet after each Board meeting for executive sessions .
• Attendance: The Board met 7 times in FY2025; every director attended at least 75% of combined Board and committee meetings; all directors attended the last Annual Meeting .
• Board structure: Classified (three‑class) board; Company cites independence, continuity, and long‑term focus rationales (Indiana statute context also noted) .
• Tenure context: Holcomb has served since 2019; average tenure of independent directors was 7.6 years at FY2025 year‑end .

Fixed Compensation

• Annual director compensation framework (as of June 30, 2025): cash retainer $65,000; annual equity award $125,000; committee chair retainers: Audit $20,000, TCC $15,000, NESG $15,000; committee member retainers: Audit $10,000; TCC/NESG $7,500; Chairperson of the Board retainer $70,000 .

• Compensation mix (FY2025): Equity ≈ 61% of total; Cash ≈ 39% (calculated from $125,001 and $80,000) .

Performance Compensation

• Equity retainer awards detail (non‑employee director program; valued under ASC 718; no stock options granted to directors or executives):

• Equity plan and practices: Awards made post‑earnings release; robust clawback policy; no stock options; anti‑timing policy for equity grants .
• Hedging/pledging: Policy prohibits short sales, pledging, hedging, or derivatives in KE securities for directors and executives .

Other Directorships & Interlocks

Expertise & Qualifications

• Strategic leadership in healthcare: Former EVP CSBDO at Cardinal Health; prior Teva R&D operations and corporate strategy leadership; McKinsey partner in pharma—bringing strategy, product development, and operating insights relevant to KE’s healthcare equipment exposure .
• Governance/ESG leadership: NESG Committee Chair overseeing board composition, governance principles, ESG topics, and compliance beyond finance/comp .
• Education: B.S. Chemistry (Stanford); PhD Chemistry (UC Berkeley) .
• Board independence and experience: Independent director since 2019; one other public board .

Equity Ownership

• Ownership guidelines: Directors must hold ≥3× annual cash retainer; must retain 100% of net vested shares until compliant; target timeframe generally ≤5 years .
• Hedging/pledging: Prohibited for directors and executives .
• Equity compensation plans: Phantom stock units under Director Deferral Plan (non‑qualified) and 2023 Equity Incentive Plan in place; no options outstanding under plan; equity plan share availability disclosed at FY2025 year‑end .

Governance Assessment

• Strengths and positive signals:

  • Independence and leadership: Independent director and NESG Chair; independent Chair of the Board; majority‑independent board; executive sessions after each meeting .
  • Alignment: High equity component in director pay (≈61% for FY2025) and mandatory holding requirements (3× retainer; 100% net‑share retention until met); FY2024 deferral election indicates longer‑term alignment .
  • Risk and accountability controls: Anti‑hedging/pledging policy; robust clawback; equity grant timing discipline; no options; compensation risk assessment framework .
  • Shareholder support: Say‑on‑pay support of 97% in 2024; five‑year average 98% .
  • Conflicts: No related‑party transactions reported in FY2025 .

• Watch items / potential red flags:

  • Classified board persists (Indiana statutory backdrop noted). While the company articulates rationale (independence, continuity, long‑term focus), some investors prefer annual elections and may view classified structures as entrenching; continued monitoring of shareholder sentiment is warranted .
  • Director‑specific attendance beyond the “≥75%” standard is not granularly disclosed; continued tracking of committee‑level engagement remains prudent .

Overall, Holcomb’s governance profile reflects strong independence and ESG/governance stewardship via the NESG chair role, with solid alignment mechanisms (equity weight, ownership guidelines, anti‑hedging/pledging) and no related‑party or attendance issues disclosed in FY2025 .