Michael J. Koss, Jr.
About Michael J. Koss, Jr.
Executive Vice President (Marketing & Product) and director nominee at Koss Corporation; promoted to Executive Vice President in October 2025 after serving as Vice President, Marketing and Product since 2016 and holding various roles since 2010. He holds an MBA from Marquette University (2009) and is age 41 in FY2025. His remit spans product development, marketing, DTC growth, and IP enforcement, with the company citing his contributions to new products and DTC expansion upon promotion. Governance note: he is not deemed independent; post-2025 meeting the board expects 3 of 5 directors to be independent.
Company performance context (for pay-performance alignment)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Sales ($) | 13,099,651 | 12,265,069 | 12,624,170 |
| Net Income (Loss) ($) | 8,302,380 | (950,911) | (874,831) |
| TSR – Value of $100 (period base per proxy) | 51.7 | 64.0 | 73.4 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Koss Corporation | Executive Vice President (Marketing & Product); previously VP Marketing & Product; various roles since 2010 | EVP: 2025–; VP: 2016–2025; Employee since 2010 | Led DTC growth, new product launches, and IP enforcement initiatives per company statements |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Milwaukee Film | Director | 2016–2024 | Community/cultural outreach; external governance exposure |
Fixed Compensation
Note: Koss discloses Named Executive Officer (NEO) compensation; Michael J. Koss, Jr. was an NEO in FY2023, not in FY2024–2025 (so no line-item disclosure for those years).
| Year | Base Salary ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 192,000 | 61,607 | 22,551 | 276,158 |
Performance Compensation
Cash bonus metrics (latest disclosed year as NEO)
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| 2023 | Quarterly pre-tax earnings (company) | Not disclosed | Not disclosed | Met per payout | 61,607 | Cash (annual) |
Equity awards (options outstanding as of FY2023; vest over 4 years in equal tranches). These expirations drove potential exercise/sale timing into 2023–2025.
| Grant Date | Options Exercisable | Options Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 7/25/2019 | 15,000 | — | 2.92 | 7/25/2023 |
| 7/24/2020 | 20,911 | 15,000 | 2.17 | 7/24/2024 |
| 7/22/2020 | 25,000 | 40,000 | 1.90 | 7/22/2025 |
| Vesting schedule | — | — | — | Equal annual installments over 4 years |
Insider activity/vesting pressure indicators
- Late Form 4 filed June 17, 2025 reported two insider transactions by Michael J. Koss, Jr. on June 12–13, 2025; company described them as similar to John C. Koss, Jr.’s option exercises and same-day sales during June 11–13, 2025 (administrative oversight for timeliness). Taken together with 2020 grants expiring in July 2025, this suggests activity tied to expiring awards.
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (shares) | % Outstanding | Composition/Notes |
|---|---|---|---|
| Aug 25, 2025 | 26,012 | <1% | 26,000 directly/family; 12 via KESOT; no options exercisable within 60 days |
| Aug 1, 2023 | 106,923 | <1% | Included 80,911 options exercisable within 60 days (then-outstanding) |
Additional alignment context
- Hedging transactions are prohibited by company policy; pledging is not mentioned in policy excerpts (no pledging disclosure identified).
- KESOT (ESOP) held 308,984 shares (3.27% of outstanding) at 6/30/2025; participants (including Michael J. Koss, Jr.) have pass-through voting on allocated shares.
Employment Terms
- No employment agreements, severance agreements, or change-in-control arrangements with executive officers (i.e., no fixed severance multiple or guaranteed bonuses).
- Equity plan-level CIC: the 2023 Equity Incentive Plan permits acceleration, substitution, or cash-out at the Committee’s discretion upon a Change in Control; repricing requires shareholder approval; awards subject to clawback.
- Company has adopted executive compensation clawbacks; no tax gross-ups in executive packages.
Board Governance (director service and dual-role implications)
- Board service: Nominated for election to the Koss Board at the 2025 annual meeting; not deemed independent.
- Committees: Audit, Compensation, and Nominating committees are comprised solely of independent directors; no indication he serves on committees (consistent with independence requirements).
- Board leadership: CEO (Michael J. Koss Sr.) also serves as Chairman; Lead Independent Director in place (Doerr). After Jr. joins, Board expects 3 of 5 directors independent (heightened family influence, but majority-independent).
- Board/meeting attendance: Board met 4 times in FY2025; 100% attendance by then-serving directors.
Director compensation framework (for non-employee directors; employee directors typically do not receive additional board fees)
| Element | Amount |
|---|---|
| Annual cash retainer | $17,000 |
| Per Board meeting | $2,500 |
| Per committee meeting | $1,500 |
| Audit Chair annual stipend | $5,000 |
| Other committee Chair stipend | $2,500 |
Related-Party Transactions (governance red flags)
- Headquarters lease: Company leases its Milwaukee facility from Koss Holdings, LLC, controlled by five equal ownership interests in trusts of beneficiaries of the former Chairman’s revocable trust (includes current stockholders). Lease extended to June 30, 2028 (with second extension to June 30, 2033) at $380,000/year (then $397,000/year for second term); company pays maintenance, insurance, and taxes.
- Family voting control: Michael J. Koss (Sr.) is sole voting trustee of the Restated Koss Voting Trust holding 2,696,634 shares; term is indefinite.
Performance & Track Record
- Company-cited achievements for Michael J. Koss, Jr.: new product creation, DTC growth (+22.5% DTC growth cited for Q1 FY2026), and leadership on IP enforcement; promotion to Executive Vice President announced October 30, 2025.
- Company financial trendlines: FY2023 profitability driven by one-time “other income” ($33M) with subsequent FY2024–2025 modest sales and operating losses; improving gross margin from 34.1% to 37.8% FY2024→FY2025.
Compensation Structure Analysis
- Mix shift: For Michael J. Koss, Jr., latest disclosed NEO year (FY2023) shows a cash-heavy mix (salary plus cash incentive on quarterly pre-tax earnings); no stock awards disclosed as NEO in FY2023.
- Equity program reset: The prior 2012 plan expired; 2023 Equity Incentive Plan authorized 2,000,000 shares but no awards granted through June 30, 2025, implying limited fresh equity alignment to date (potential for future grants post-2025).
- Repricing safeguards/clawbacks/no gross-ups: Governance-positive features embedded in program.
Risk Indicators & Red Flags
- Independence/related party: Family influence on board (CEO/Chair dual role; Jr. as non-independent nominee) and related-party HQ lease warrant ongoing governance scrutiny.
- Insider trading controls: Hedging prohibited; a late Form 4 in June 2025 (administrative oversight) noted for Michael J. Koss, Jr. and John C. Koss, Jr.
- Limited disclosed severance/CIC protections: Absence of guaranteed severance reduces shareholder risk but may raise retention risk for key executives outside family.
Say-on-Pay & Shareholder Feedback
- Company holds annual Say-on-Pay; program emphasizes pay-for-performance and clawbacks; no vote percentages disclosed in the proxies reviewed.
Investment Implications
- Alignment: Michael J. Koss, Jr.’s current disclosed direct/beneficial holdings are modest (<1%); alignment is augmented indirectly by family voting control via the Voting Trust (held by CEO/Chair), but his personal incentive leverage may depend on future equity grants under the 2023 Plan (none granted through FY2025). Monitor post-2025 grants.
- Selling pressure: Two insider transactions in June 2025 coincided with approaching 2020 option expirations in July 2025; near-term structural selling pressure from expiring legacy options is likely reduced post-FY2025. Continue to monitor new equity issuance cadence.
- Retention/governance: No employment agreement/severance enhances flexibility but could elevate retention risk for non-family executives; Jr.’s promotion and board role suggest continuity in product/DTC strategy. Governance scrutiny remains around CEO/Chair dual role, related-party lease, and board independence after Jr. joins.