Peter Kong
KULICKE & SOFFA INDUSTRIESAbout Peter T. Kong
Peter T. Kong, 74, has served on the KLIC board since February 18, 2014 and as non-executive Chairman since October 2020. He is an independent director under Nasdaq and SEC rules. His term expires at the 2026 annual meeting, and the board approved his service for one year beyond the board’s retirement age. He holds a B.S. in Chemical Engineering (Washington State University), an M.S. in Chemical Engineering (University of Wisconsin–Madison), and an MBA (University of Toronto) and is a NACD Board Leadership Fellow.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arrow Electronics, Inc. | President, Global Components | 2009–2013 | – |
| Arrow Asia Pac Ltd. | Corporate Vice President and President | 2006–2009 | – |
| Lear Corporation | President, Asia Pacific Operations | 1998–2006 | – |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Association of Corporate Directors (NACD) | Board Leadership Fellow | Current | Ongoing governance education; attended NACD Technology Symposium in 2019 |
The 2025 proxy does not disclose other current public company directorships for Mr. Kong.
Board Governance
- Independence: The board determined Mr. Kong is independent under Nasdaq Global Market and SEC rules.
- Board leadership: By-laws prohibit a current or former company executive from serving as chair; Mr. Kong serves as non-executive Chairman.
- Committee assignments (FY2024): Chair, Nominating & Governance Committee; Member, Management Development & Compensation Committee; not listed on Audit.
- Meetings and engagement:
- Board met 6 times in FY2024; executive sessions held 9 times. All directors attended the 2024 annual meeting.
- Audit Committee met 9 times in FY2024; Management Development & Compensation Committee met 5 times in FY2024.
- Tenure: Director since 2014; board skills matrix shows K&S tenure of 10 years as of Jan 1, 2025.
Fixed Compensation (Non-Employee Director; FY2024)
| Component | Amount (USD) | Basis / Policy Reference |
|---|---|---|
| Board annual retainer | $65,000 | Standard director cash retainer |
| Chairman of the Board additional retainer | $70,000 | Paid to Chairman in addition to board retainer |
| Nominating & Governance Committee Chair retainer | $10,000 | Committee chair cash retainer |
| Management Development & Compensation Committee member retainer | $10,000 | Committee member cash retainer |
| Board/committee meeting fees | $0 | No meeting fees paid in FY2024 |
| Total cash fees earned (FY2024) | $155,000 | Disclosed director compensation table |
Director cash compensation structure was unchanged from FY2023.
Performance Compensation (Non-Employee Director; FY2024)
| Category | Detail | FY2024 Amount / Term |
|---|---|---|
| Stock awards (grant-date fair value) | Annual program paid quarterly; directors received stock awards | $179,902 |
| Annual equity program design | $180,000 equity value per year, paid in four equal installments on first business day of each fiscal quarter | Policy detail |
| Outstanding equity at FY-end | None outstanding for Mr. Kong as of FY-end | “No outstanding equity awards” noted for all non-employee directors listed |
| Options | None disclosed for Mr. Kong; no options exercisable within 60 days for directors listed | Ownership footnote |
| Clawback/recoupment | Equity awards under the plan are subject to any company clawback policy and exchange rules; the formal clawback policy applies to covered executive officers (Dodd-Frank/Rule 10D-1) | Plan clawback provision ; policy scope |
| Hedging/pledging | Directors are prohibited from hedging or pledging company stock | Insider trading policy |
Other Directorships & Interlocks
- Interlocks: No compensation committee interlocks or related insider participation in FY2024 (including Mr. Kong).
- Related-party transactions: Audit Committee policy generally prohibits related party transactions; none reportable under Item 404(a) were in place in FY2024.
Expertise & Qualifications
- Senior leadership in global electronics distribution and Asia operations (Arrow Electronics Global Components; Arrow Asia Pac; Lear Asia Pacific).
- Governance credentials via NACD Board Leadership Fellow and ongoing board education (e.g., NACD Technology Symposium in 2019).
- Academic background in chemical engineering and business (BS, MS, MBA).
Equity Ownership (as of Dec 9, 2024)
| Metric | Value |
|---|---|
| Shares beneficially owned | 94,030 |
| Percent of class | <1% |
| Options exercisable within 60 days | None (for listed directors) |
| Outstanding equity awards at FY-end | None for Mr. Kong |
| Director ownership guideline | Minimum $195,000 (3x annual cash board retainer), to be attained within five years; hold 50% of stock awards until compliant |
| Compliance with guideline | Each current non-employee director met the FY2024 guideline |
| Hedging/pledging policy | Directors may not hedge or pledge company stock |
Governance Assessment
- Positives
- Independent board chair structure mandated by by-laws; Mr. Kong serves as non-executive Chairman, enhancing oversight independence.
- Independent director with extensive Asia and global operating experience; serves as Chair of Nominating & Governance and on the Compensation Committee.
- No related-party transactions and no compensation committee interlocks disclosed for FY2024.
- Strong shareholder support for pay practices (Say-on-Pay approval 98.2% in 2024; 98.3% in 2023), signaling confidence in compensation governance.
- Robust insider policy prohibiting hedging and pledging by directors; equity awards subject to clawback framework via plan and policy.
- Watch items / potential concerns
- Board authorized Mr. Kong to continue service one year beyond retirement age—appropriate succession and board refreshment planning should remain a focus.
- Role concentration: simultaneously Board Chair and Nominating & Governance Committee Chair, and a member of the Compensation Committee; while permissible, investors may monitor balance of responsibilities.
- Per-director attendance rates not disclosed; however, board met six times with nine executive sessions, and all directors attended the 2024 annual meeting.
Director Compensation (FY2024) – Summary
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Peter T. Kong | $155,000 | $179,902 | $334,902 |
Director compensation aligned to peer median; no meeting fees; no changes from FY2023.
Board Committee Service (FY2024)
| Audit Committee | Management Development & Compensation Committee | Nominating & Governance Committee |
|---|---|---|
| – | Member: Peter T. Kong; Chair: Mui Sung Yeo | Chair: Peter T. Kong |
| Meetings: 9 (FY2024) | Meetings: 5 (FY2024) | – |
Additional Signals
- Board/Shareholder engagement: Process for direct shareholder communications to the board in place.
- Enterprise risk oversight: Audit Committee oversees audit and financial risk; bi-annual review of ERM mitigation progress.