Lenore E. Lillie
About Lenore E. Lillie
Lenore E. Lillie, 66, is an independent director of Koss, serving since 2022. She retired from Koss in 2021 after a 36-year career, most recently as Vice President, Operations, bringing deep expertise in supply chain management, Asian contract manufacturing, domestic manufacturing, cost control, inventory management, pricing strategies, product development, product life cycles, shipping, and quality . She is designated “independent” under Nasdaq Listing Rule 5605(a)(2) and attended 100% of Board and committee meetings for the periods she served in FY2025; she also attended the October 16, 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Koss Corporation | Vice President, Operations | 1985–2021 | Led operations with focus on supply chain, manufacturing, cost/inventory management, pricing, product development, shipping, quality |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in the 2025 proxy |
Board Governance
- Independence: Independent director under Nasdaq 5605(a)(2) .
- Committee memberships FY2025: Audit, Compensation, and Nominating (not chair). Appointed to Audit Committee October 16, 2024; Audit Chair is William J. Sweasy; Compensation Chair is Thomas L. Doerr; Nominating Chair is Thomas L. Doerr .
- Attendance: 100% of Board and committee meetings during the periods served; Board met 4 times; Audit met 4; Compensation met 1; Nominating met 1 .
- Lead Independent Director: Thomas L. Doerr; Board combines Chair/CEO roles under Michael J. Koss with stated rationale and independent oversight via lead director .
| Committee | Role | Meetings Held (FY2025) | Attendance |
|---|---|---|---|
| Audit | Member (appointed Oct 16, 2024) | 4 | 100% (during period served) |
| Compensation | Member | 1 | 100% |
| Nominating | Member | 1 | 100% |
Fixed Compensation
- Cash-only program for non-employee directors (retainer and meeting fees; chair premia) .
| Component | Amount (USD) |
|---|---|
| Annual retainer (non-employee director) | $17,000 |
| Board meeting fee (per meeting) | $2,500 |
| Committee meeting fee (per meeting) | $1,500 |
| Audit Committee Chair annual fee | $5,000 |
| Other Committee Chair annual fee | $2,500 |
| FY2025 Director Compensation (Lillie) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $34,500 |
| Total | $34,500 |
Note: Non-employee director compensation was entirely cash; no equity awards were granted to Lillie in FY2025 .
Performance Compensation
- Equity awards: No RSUs/PSUs/options granted to directors in FY2025; 2023 Equity Incentive Plan approved but no awards granted under it as of June 30, 2025 .
- Option awards: None for Lillie in FY2025; only prior option awards outstanding for Leveen and Sweasy (10,000 each from Nov 10, 2020) .
- Performance metrics tied to director compensation: None disclosed (director pay program is cash-based) .
| Metric Category | Detail |
|---|---|
| RSUs/PSUs | None granted in FY2025 |
| Stock Options | None for Lillie in FY2025 |
| Performance Metrics (Revenue/EBITDA/TSR/ESG) | None disclosed for directors |
| Clawbacks/COC/Severance | Not applicable to non-employee director compensation in proxy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Committee roles at other companies | None disclosed |
| Prior public company boards | None disclosed for Lillie |
| Interlocks with competitors/suppliers/customers | None disclosed for Lillie; Board notes diverse backgrounds; no formal diversity policy; Nominating reviews conflicts |
Expertise & Qualifications
- Deep operating expertise: supply chain, Asian contract manufacturing, domestic manufacturing, cost, inventory, pricing, product development, shipping, quality .
- Governance attributes sought by Koss: ethics, independence of mind, mature judgment, policy-level experience, time commitment, lack of conflicting interests .
- Risk oversight engagement: Board and committees actively oversee financial, compensation, governance/conflict risks; Audit reviews financial risk exposures; Nominating reviews independence and conflicts .
Equity Ownership
| Name | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Lenore E. Lillie | — | <1% (*) |
- Shares outstanding base: 9,456,438 (as of August 25, 2025) .
- Voting Trust concentration: Restated Koss Voting Trust holds 2,696,634 shares (28.46%); sole voting trustee Michael J. Koss; trust has full voting and shared dispositive power .
- Hedging prohibited for officers/directors under Insider Trading & Tipping Policy .
Insider Filings
| Person | Late Section 16(a) Filings Noted FY2025 | Notes |
|---|---|---|
| Lenore E. Lillie | None | Company states all directors filed timely except noted individuals; delinquencies were for John C. Koss, Jr. and Michael J. Koss, Jr. due to administrative oversight |
Governance Assessment
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Strengths
- Independence and full attendance: Lillie is Nasdaq-defined independent; 100% attendance at Board and committee meetings in FY2025; attended annual meeting—positive engagement signal .
- Committee breadth: Service on Audit, Compensation, and Nominating enhances board effectiveness; audit appointment (Oct 16, 2024) adds financial oversight depth .
- Operating expertise: Long-tenured operations leadership provides practical insight into manufacturing and supply chain risks central to Koss’s business .
- Hedging prohibition: Corporate policy bars hedging/monetization, supporting alignment .
- Lead independent oversight: Presence of a lead independent director (Doerr) provides counterbalance to combined Chair/CEO structure .
-
Cautionary signals
- Ownership alignment: Lillie beneficially owns less than 1% and received no equity grants in FY2025, limiting “skin-in-the-game” relative to cash-only director compensation .
- Committee process: Compensation Committee met only once in FY2025 and does not use outside consultants, concentrating decision-making and potentially limiting benchmarking rigor .
- Nominating governance: Nominating Committee operates without a written charter, which can reduce formalization of governance standards and processes .
- Related-party exposure (board-level): Company headquarters leased from Koss Holdings, LLC controlled by beneficiaries of the former Chairman’s trust; fixed rent terms through 2033 represent ongoing related-party transactions requiring robust independent oversight .
- Ownership concentration: Koss Family Voting Trust at 28.46% plus aggregate insider holdings creates control dynamics that require strong independent director vigilance on minority shareholder protections .
Overall, Lillie’s independence, strong attendance, and multi-committee participation support board effectiveness, while low personal ownership and the absence of director equity awards reduce alignment. Ongoing related-party arrangements and family control heighten the importance of her audit and nominating oversight on conflicts and governance rigor .