Gregory Milzcik
KULICKE & SOFFA INDUSTRIESAbout Gregory F. Milzcik
Independent director at Kulicke & Soffa (K&S) since October 7, 2013; age 65; current term expires at the 2027 annual meeting . Former President & CEO of Barnes Group (2006–2013) with prior executive, operations, and technical roles at Lockheed Martin, General Electric, Chromalloy Gas Turbine, and AAR; B.S. in Applied Science & Technology (Thomas Edison State College), graduate programs at Cambridge College and Harvard University, and Doctorate from Case Western Reserve University focused on management systems in cyclical markets; Certified Manufacturing Engineer and FAA A&P license . Designated by the Board as an Audit Committee financial expert; serves on Audit and Nominating & Governance Committees; Board deems him independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barnes Group, Inc. (NYSE: B) | President & CEO | 2006–2013 | Led diversified aerospace/industrial company |
| Barnes Group, Inc. | Executive roles incl. COO; President of aerospace and industrial segments | 1999–2013 | Segment leadership across aerospace/industrial |
| Lockheed Martin; General Electric; Chromalloy Gas Turbine; AAR Corp. | Executive/operations/technical positions | Not disclosed | Aerospace and industrial operating expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Salvation Army National Advisory Board | Member | Current (not dated) | Non‑profit board service |
Board Governance
- Committee assignments (FY2024): Audit Committee member (Chair: Jon A. Olson) and Nominating & Governance Committee member (Chair: Peter T. Kong). Not on the Management Development & Compensation Committee (Chair: Mui Sung Yeo) .
- Audit Committee meetings: 9 in FY2024; Nominating & Governance Committee meetings: 5 in FY2024; Compensation Committee meetings: 5 in FY2024 .
- Independence: Board determined Milzcik (and all non‑employee directors) are independent under Nasdaq standards .
- Audit Committee financial expert: Board identified Milzcik as an “audit committee financial expert” per SEC rules .
- Board activity/engagement: Board met 6 times in FY2024 and held 9 executive sessions; all then‑current directors attended the 2024 annual meeting of shareholders; per‑director attendance rates not disclosed .
- Related‑party oversight: Audit Committee policy generally prohibits related‑party transactions; none reportable under Item 404(a) in FY2024 .
- Hedging/pledging: Directors and officers prohibited from hedging or pledging company stock .
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Annual Board retainer (cash) | $65,000 |
| Committee retainers – Audit (member) | $12,500 |
| Committee retainers – Nominating & Governance (member) | $5,000 |
| Total cash fees actually paid to Milzcik | $82,500 |
Notes: Chairs receive additional retainers (Board Chair $70,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $10,000); Milzcik is not a chair .
Performance Compensation (Director)
| Component (FY2024) | Detail |
|---|---|
| Annual equity grant (standard) | $180,000 annual, paid in four equal quarterly stock awards |
| Stock awards actually recognized for Milzcik (FY2024) | $179,902 (grant date fair value) |
| Outstanding director equity at FY2024 year‑end | None for all non‑employee directors (no outstanding awards) |
| Non‑employee director total cap (equity + cash) | $500,000 value per fiscal year limit under the 2021 Plan |
Notes: Director equity grants are not performance‑conditioned; quarterly-issued equity aligns director interests with shareholders .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Milzcik |
| Committee interlocks (Compensation Committee) | None – Company discloses no interlocking relationships for the Compensation Committee |
| Related‑party transactions (Item 404) | None in FY2024 |
Expertise & Qualifications
- Former public‑company CEO with deep aerospace/industrial operating experience; multi‑disciplinary technical/operations background .
- Doctorate (Case Western Reserve University) in management systems in cyclical markets; Certified Manufacturing Engineer; FAA A&P license .
- Audit Committee financial expert; serves on risk, audit, and governance oversight roles at K&S .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Gregory F. Milzcik | 72,546 | <1% | As of Dec 9, 2024; no options exercisable within 60 days |
| Shares outstanding (context) | 53,648,978 | — | Record date for 2025 annual meeting |
| Director stock ownership guideline | ≥$195,000 within 5 years (3x board cash retainer) | — | All current non‑employee directors met the guideline in FY2024 |
| Hedging/pledging policy | Prohibited | — | Applies to directors and officers |
Governance Assessment
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Strengths
- Independent, long‑tenured director (11+ years) with CEO‑level operating experience and designated Audit Committee financial expert; sits on Audit and Nominating & Governance Committees, enhancing oversight of financial reporting, risk, and board composition .
- Director compensation is balanced (cash retainers plus quarterly equity), aligned to peer‑median, with a $500,000 annual cap for non‑employee directors and stock ownership guidelines met by all current directors, supporting alignment and cost discipline .
- No related‑party transactions and no compensation committee interlocks disclosed; anti‑hedging/pledging policy in place; all directors attended the 2024 annual meeting—favorable governance and engagement signals .
- High say‑on‑pay support (98.2% in 2024) indicates positive shareholder sentiment toward overall pay practices overseen by the board .
-
Watch items
- The proxy does not disclose individual director meeting attendance rates (only total meetings and annual‑meeting attendance); investors should monitor future disclosures for any attendance concerns .
- No current public‑company directorships disclosed for Milzcik; while this reduces interlock risk, it also limits observable external board performance signals .
RED FLAGS: None identified in FY2024—no related‑party transactions; no hedging/pledging; compensation within disclosed limits; independent committee structure with an audit financial expert designation for Milzcik .