John C. Koss, Jr.
About John C. Koss, Jr.
Vice President — Sales at Koss Corporation since 1988; age 68 as of the 2025 proxy. The proxy does not disclose formal education for John C. Koss, Jr. . Company performance context over FY 2023–2025 shows a sharp swing in net income (profit in FY 2023, losses in FY 2024–2025) and rising TSR from the 2022 base, while revenue remained roughly flat and EBITDA negative.
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Income ($) | 8,319,212 | (950,911) | (874,831) |
| TSR ($ value of initial $100) | 51.7 | 64.0 | 73.4 |
| Revenue ($) | 13,099,651 * | 12,265,069 * | 12,624,170 * |
| EBITDA ($) | (2,512,928)* | (2,619,977)* | (2,499,272)* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Koss Corporation | Vice President — Sales | 1988–present | Not disclosed in proxy |
External Roles
No external directorships or roles are disclosed for John C. Koss, Jr. in the 2023–2025 proxies .
Fixed Compensation
Compensation components for John C. Koss, Jr. (VP — Sales):
| Component | FY 2023 ($) | FY 2024 ($) | FY 2025 ($) |
|---|---|---|---|
| Base Salary | 241,008 | 241,008 | 241,008 |
| All Other Compensation (total) | 43,614 | 38,332 | 40,592 |
Perquisite breakdown:
| Perquisite | FY 2023 ($) | FY 2024 ($) | FY 2025 ($) |
|---|---|---|---|
| 401(k) Match | 6,356 | 6,992 | 7,688 |
| Car leases & related expenses | 13,736 | 9,818 | 9,669 |
| Life insurance premiums | 8,389 | 8,764 | 9,223 |
| Supplemental medical reimbursement premiums | 14,724 | 12,348 | 13,602 |
Company policy prohibits hedging/monetization transactions by officers and directors .
Performance Compensation
John C. Koss, Jr.’s variable pay is cash-based and tied to company sales; specific targets, weightings, and outcomes are not disclosed .
| Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Performance metric | Sales-based | Sales-based | Sales-based |
| Non-Equity Incentive Payout ($) | 620 | 21,240 | 107 |
| Weighting | Not disclosed | Not disclosed | Not disclosed |
| Target / Actual | Not disclosed | Not disclosed | Not disclosed |
| Vesting | Annual cash; immediate | Annual cash; immediate | Annual cash; immediate |
The company states no guaranteed bonuses and emphasizes clawbacks/responsible pay practices at the program level .
Equity Ownership & Alignment
| Ownership item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Beneficial shares (#) | 370,176 | 345,176 | 270,176 |
| Ownership (% of outstanding) | 3.97% | 3.68% | 2.86% |
| Direct/family-held (#) | 196,028 | 196,028 | 196,028 |
| KESOT allocated (#) | 74,148 | 74,148 | 74,148 |
| Options exercisable within 60 days (#) | 100,000 | 75,000 | 0 |
- Hedging/monetization transactions are prohibited; pledging is not discussed in the proxies .
- No executive stock ownership guidelines are disclosed in the proxies .
Insider trading and selling pressure:
- A late Form 4 filed June 17, 2025 reported three stock option exercises and same‑day sales on June 11–13, 2025 for John C. Koss, Jr., consistent with options approaching July 2025 expiration; the filing delay is attributed to administrative oversight .
Employment Terms
- Role: Vice President — Sales since 1988; appointed annually by the Board .
- Retirement: Plans to retire no sooner than June 30, 2026 .
- Contracts: The company has not entered into employment agreements, severance agreements, or change‑in‑control arrangements with its executive officers .
- Equity plan context: The 2023 Equity Incentive Plan authorizes options/RSUs and provides for change‑in‑control treatment (assumption/substitution/cash‑out), no repricing without shareholder approval, and a clawback policy; however, no awards have been granted under this plan through June 30, 2025 .
- Non‑compete / non‑solicit / garden leave: Not disclosed in proxies .
Vesting Schedules and Option Awards
Options historically vest 25% annually over four years, exercisable for five years from grant .
| Grant (Strike / Expiry) | As of FY 2023 | As of FY 2024 | As of FY 2025 |
|---|---|---|---|
| $2.92 exp 7/25/2023 | 25,000 exercisable | — | — |
| $2.17 exp 7/24/2024 | 25,000 exercisable; 25,000 unexercisable | 25,000 exercisable | — |
| $1.90 exp 7/22/2025 | 25,000 exercisable; 50,000 unexercisable | 50,000 exercisable; 25,000 unexercisable | — (no options outstanding) |
- 2025 proxy reports no outstanding options for John C. Koss, Jr.; CEO’s final 160,000 options at $1.90 expired unexercised in 2025 .
- John C. Koss, Jr.’s June 2025 option exercises and same‑day sales align with the $1.90 grant approaching July 22, 2025 expiration .
Related Party Transactions (Governance context)
- The company leases its Milwaukee facility from Koss Holdings, LLC (controlled by beneficiaries of the former Chairman’s trust); lease renewed May 24, 2022, at $380,000 per year through June 30, 2028, and $397,000 per year for the second extension through June 30, 2033; the company covers maintenance, taxes, insurance .
Investment Implications
- Pay-for-performance alignment: John C. Koss, Jr.’s incentive is purely sales‑based and minimal in FY 2025 ($107), consistent with weak profitability in FY 2024–2025; absence of equity grants under the 2023 Plan reduces near‑term equity‑linked alignment, though he retains meaningful share ownership (270,176; 2.86%) .
- Retention and transition risk: Stated plan to retire no sooner than June 30, 2026 suggests rising transition risk in sales leadership; no severance or CIC protections for executives limits exit costs but offers limited retention levers .
- Insider selling pressure: June 2025 option exercises and same‑day sales appear driven by imminent expiration rather than discretionary selling; nonetheless, near‑term supply from option exercises can pressure liquidity .
- Governance considerations: The related‑party headquarters lease is a continuing oversight item; clawback and hedging prohibitions are positives, but lack of disclosed stock ownership guidelines and absence of formal employment agreements increase discretion in pay and transitions .