Michael Garnreiter

About Michael Garnreiter

Michael E. Garnreiter (age 73) has served on KNX’s board since 2003 and is an independent director with deep finance and audit credentials, including CPA and Certified Fraud Examiner designations; he is the Board-designated Audit Committee financial expert and currently chairs the Audit Committee and serves on the Finance Committee . His background spans senior audit partnership at Arthur Andersen, treasury leadership at Shamrock Foods, financial forensics, and interim CFO experience, positioning him as a technically strong overseer of financial reporting and controls .

Past Roles

External Roles

Board Governance

• Independence: Independent director; KNX board has two-thirds independent directors; Garnreiter is one of the independent nominees .
• Committees: Audit Committee Chair and Finance Committee member; Board has fully independent Audit, Compensation, Nominating & Governance, and Finance Committees .
• Audit Committee expertise and remit: Designated “audit committee financial expert”; committee oversees financial risk, conflicts-of-interest reviews, and internal/external audit (8 meetings in 2024) .
• Finance Committee remit: Reviews capital structure, liquidity, budgets, and treasury risk (4 meetings in 2024) .
• Board/attendance: Board met 7 times in 2024; all directors attended at least 75% of their Board and committee meetings; all then-incumbent directors attended the 2024 annual meeting .
• Executive sessions: Independent directors met five times without management in 2024 (and four times with the Executive Chairman) .

Committee Assignments (KNX)

Fixed Compensation

• Director pay structure: Base retainer $220,000 with at least $130,000 in equity; directors may elect up to 100% of base in equity. Additional cash retainers for committee chairs/members (e.g., Audit Chair $15,000; Finance Member $5,000); no meeting fees .
• Mix (2024): $90,000 cash and $149,974 equity (≈38% cash / 62% equity), aligning director pay with shareholder outcomes .

Performance Compensation

• Non-employee directors are not paid performance-based bonuses or option awards; equity is typically time-based annual grants. There are no director-specific performance metrics disclosed (performance-based pay applies to executives) .

Other Directorships & Interlocks

• Compensation Committee interlocks: KNX disclosed no compensation committee interlocks in 2024; Garnreiter did not serve on KNX’s Compensation Committee .
• Related-party oversight: As Audit Chair, he oversees review/approval of related-party transactions per policy; 2024 related parties involved Knight family members, not Garnreiter .
• Section 16 compliance: Company reported two inadvertent late Forms 4 for Michael Garnreiter in 2024 (each reporting a single transaction) .

Expertise & Qualifications

• Credentials: CPA; Certified Fraud Examiner; Board-designated audit committee financial expert .
• Skills: Financial reporting, forensic accounting, treasury, public company audit leadership; recognized in KNX’s skills matrix for financial reporting, governance, and operational experience .
• Education: B.S. in Accounting, California State University at Long Beach .

Equity Ownership

• Ownership policy: Non-employee directors must own the lesser of 3x annual cash retainer or $140,000 in KNX stock within five years; all directors and officers are currently in compliance .
• Pledging/hedging: KNX prohibits pledging/hedging by directors—with grandfathered exceptions only for Kevin and Gary Knight; no pledges disclosed for Garnreiter .

Governance Assessment

• Strengths

  • Seasoned financial oversight: Long-tenured Audit Chair with CPA/CFE credentials and designated “financial expert,” plus active leadership on audit committees at two other public companies—supports robust financial reporting and risk oversight at KNX .
  • Alignment: Majority of his 2024 director pay delivered in equity; KNX enforces director ownership/retention guidelines, and Garnreiter beneficially owns KNX shares with no pledging disclosed for him .
  • Engagement: Board-wide attendance thresholds met; Audit (8x) and Finance (4x) meetings indicate meaningful committee activity; independent directors held five executive sessions without management .

• Watch items / potential red flags

  • Tenure and independence optics: 23 years on the KNX board may raise tenure-related independence concerns for some investors despite his formal independence status; KNX maintains a director tenure policy and annual self-assessments overseen by the Nominating & Governance Committee .
  • Overboarding/time commitment: Simultaneous roles include KNX Audit Chair; Axon Board Chair & Audit Chair; Amtech Audit and Executive Committee Chair. KNX has an overboarding policy, but the proxy does not specify numeric limits; investors may monitor workload and any negative attendance effects (none disclosed for 2024) .
  • Section 16 reporting: Two inadvertent late Forms 4 were disclosed for 2024; minor compliance lapse but should remain monitored .

• Related-party/conflict review: No Garnreiter-related transactions disclosed; as Audit Chair, he oversees related-party reviews. 2024 related-party employment/consulting involved Knight family members and was pre-approved by the Audit Committee .

Overall, Garnreiter’s profile reflects strong board effectiveness in financial oversight and audit rigor, with equity-aligned director pay. Primary investor considerations are tenure-driven independence optics and aggregate external commitments; neither showed measurable adverse effects on 2024 attendance or committee activity per disclosures .