Kim M. Schulte
About Kim M. Schulte
Chief Financial Officer of Koss Corporation since 2021; age 59 as of the 2025 proxy. Prior to Koss, she served as Director of Commercial Finance and Americas Controllership at Regal Rexnord for the three years before joining Koss, bringing finance leadership and controllership experience across the Americas to Koss’s operations . Under her tenure, Koss’s revenues grew 2.9% in FY 2025 to $12.62M as export sales and DTC improved, while net income remained negative; EBITDA has been structurally negative over the last three fiscal years (see Performance tables below) . The company’s Item 402(v) TSR disclosure indicates a cumulative decline versus the $100 baseline over Schulte’s tenure (e.g., value of a $100 investment measured per the proxy framework was $51.7 in FY 2023, $64.0 in FY 2024, and $73.4 in FY 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regal Rexnord | Director of Commercial Finance and Americas Controllership | Prior three years before joining Koss in 2021 | Finance leadership and controllership for the Americas region |
External Roles
| Organization/Committee | Role | Years |
|---|---|---|
| Koss Corporation Employee Stock Ownership Plan (KESOT) Committee | Member | Current as of FY 2024–FY 2025 |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 220,000 | 229,000 |
| All Other Compensation ($) | 15,687 (includes $7,563 401(k) match; $1,445 life insurance premiums; $6,207 supplemental medical reimbursement) | 16,520 (includes $7,688 401(k) match; $1,517 life insurance premiums; $6,906 supplemental medical reimbursement) |
Performance Compensation
| Year | Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|
| FY 2024 | Non-Equity Incentive | Specific goals (not dependent on measurable financial metrics) | Not disclosed | Not disclosed | $40,000 | N/A |
| FY 2025 | Non-Equity Incentive | Specific goals (not dependent on measurable financial metrics) | Not disclosed | Not disclosed | $30,000 | N/A |
Notes:
- No stock awards (RSUs/PSUs) or option grants were made under the Koss Corporation 2023 Equity Incentive Plan as of FY 2024–FY 2025 .
- Outstanding equity awards table shows no options for Kim M. Schulte .
Equity Ownership & Alignment
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Total Beneficial Ownership (Shares) | Not reported; less than 1% | Not reported; less than 1% |
| Ownership as % of Shares Outstanding | <1% | <1% |
| Vested vs Unvested Shares | Not disclosed | Not disclosed |
| Options (Exercisable/Unexercisable) | None reported | None reported |
| In-the-money Value | N/A (no options disclosed) | |
| Shares Pledged as Collateral | Not disclosed | Not disclosed |
| Stock Ownership Guidelines (Execs) | Not disclosed | Not disclosed |
| Hedging/Pledging Policies | Hedging transactions prohibited for officers/directors under Insider Trading and Tipping Policy |
Implication: Schulte’s negligible reported ownership and absence of equity awards or options reduce alignment via “skin-in-the-game” and imply limited scheduled insider selling pressure from vesting. Hedging is prohibited, reducing misalignment risk via derivatives .
Employment Terms
| Term | Detail |
|---|---|
| Employment start/role | CFO since 2021 |
| Employment agreement | The Company has not entered into any employment agreements with its executive officers |
| Severance provisions | None (no severance agreements) |
| Change-of-control | None (no change-in-control arrangements) |
| Accelerated vesting | N/A (no awards granted under 2023 Plan; no Schulte options) |
| Clawback | Company policy requires compensation clawbacks in certain circumstances |
| Non-compete / Non-solicit / Garden leave | Not disclosed |
| Tax gross-ups | Not provided; executive packages do not include tax gross-ups |
Performance & Track Record
Financial performance (annual):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | 13,099,651 | 12,265,069 | 12,624,170 |
| EBITDA ($USD) | -2,512,928* | -2,619,977* | -2,499,272* |
| Net Income ($USD) | 8,319,212 | -950,911* | -874,831 |
| Cash from Operations ($USD) | 10,735,649 | -190,531 | -214,908 |
| Capital Expenditure ($USD) | -98,441* | -461,760 | -490,717 |
| Levered Free Cash Flow ($USD) | 673,609* | -896,535* | -1,110,399* |
Values with an asterisk (*) were retrieved from S&P Global.
Qualitative FY 2025 highlights:
- Net sales grew 2.9% to $12.62M, driven by a 48% increase in export sales and 16.5% growth in DTC; domestic sales declined 8.4% .
- Gross margin improved to 37.8% (from 34.1%), helped by mix shift and new product sales in Europe; late-year tariffs and obsolete inventory write-offs partially offset .
- SG&A increased 7.5% on compliance certifications, online marketing, and legal costs (IP enforcement; ADA settlement) .
TSR (per Item 402(v) framework – value of initial fixed $100 investment):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Value of $100 Investment | $51.7 | $64.0 | $73.4 |
Note: The 2025 proxy measures TSR from a June 30, 2022 baseline; values below $100 indicate cumulative decline over the measurement period .
Compensation Committee Analysis
- Composition: Independent directors; Compensation Committee chaired by Thomas L. Doerr; members included Leveen, Sweasy, and Lillie in FY 2025 .
- Process: CEO assists; decisions consider qualitative/quantitative performance and peer data; no outside compensation consultants; 2023 Equity Incentive Plan administered by the Committee; one meeting held in FY 2025 .
- Equity usage: 2,000,000 shares authorized under 2023 Plan; no grants made as of June 30, 2025 .
Investment Implications
- Alignment: Schulte’s reported beneficial ownership is <1% with no outstanding equity awards or options, and no grants under the 2023 Plan, diminishing pay-for-performance alignment via equity; hedging is prohibited, modestly mitigating misalignment risks .
- Incentive design: Her cash bonus hinges on specific goals not tied to measurable financial metrics, reducing direct linkage to revenue/EBITDA outcomes; this structure can sustain payout despite macro variability .
- Retention/Separation: Absence of employment/severance/change-of-control agreements suggests limited separation costs and minimal retention “hooks” via contractual protection; low equity overhang implies minimal scheduled selling pressure from vesting .
- Performance backdrop: FY 2025 revenue growth with margin improvement indicates operational progress, but EBITDA remains negative and TSR (proxy framework) is below $100 baseline during her tenure, tempering the performance narrative .
Overall, the profile signals low equity alignment and limited retention frictions; monitoring future equity grant activity under the 2023 Plan (and any movement to measurable financial KPIs for bonuses) is critical for assessing incentive strength and potential trading signals .