Thomas L. Doerr
About Thomas L. Doerr
Thomas L. Doerr (age 81) has served on Koss Corporation’s Board since 1987 and has been Lead Independent Director since 2015. He co‑founded Leeson Electric in 1972, serving as President and CEO until 1982, and founded Doerr Corporation in 1983 as a holding company to acquire distributors to industrial and commercial markets. The proxy identifies him as independent under Nasdaq rules and highlights his entrepreneurial, operational, and financial expertise; he attended 100% of Board and committee meetings in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leeson Electric Corporation | Co‑Founder; President & CEO | 1972–1982 | Led industrial motor manufacturing; hands‑on strategy, operations, purchasing, finance, quality control |
| Doerr Corporation | Founder (Holding Company) | 1983–present (not otherwise specified) | Acquired companies distributing to industrial/commercial markets; broad operating and financial oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Doerr Corporation | Founder | 1983–present (not otherwise specified) | Private holding company focused on acquisitions in distribution sectors |
| Leeson Electric Corporation | Co‑Founder; President & CEO | 1972–1982 | Industrial electric motors manufacturer |
Board Governance
| Item | Detail |
|---|---|
| Lead Independent Director | Designated Lead Director; role established 2015 |
| Independence | Determined independent under Nasdaq Listing Rule 5605(a)(2) |
| Board Attendance (FY2025) | 100% for Board and all assigned committees |
| Board Meetings (FY2025) | 4 meetings |
| Committee | Role | FY2025 Meetings | Attendance |
|---|---|---|---|
| Audit Committee | Member | 4 | 100%; all current members in attendance |
| Compensation Committee | Chair | 1 | 100% |
| Nominating Committee | Chair | 1 | 100% |
- Committee governance notes: Audit Committee chaired by William J. Sweasy and includes Doerr; Audit Committee met four times with the auditor present . Compensation Committee chaired by Doerr; met once; no outside compensation consultants; broad authority over the 2023 Equity Incentive Plan . Nominating Committee chaired by Doerr; met once; does not have a written charter; oversees independence and director candidate evaluation .
- Board structure: CEO Michael J. Koss serves as Chairman; Board cites lead independent director (Doerr) as counterbalance and majority independent composition pre‑meeting; expected to be 3 of 5 independent members after the 2025 Annual Meeting due to addition of Michael J. Koss Jr. .
Fixed Compensation
| Component | FY2025 ($) | Basis |
|---|---|---|
| Annual cash retainer | 17,000 | Standard director retainer |
| Board meeting fees (4 × $2,500) | 10,000 | 4 Board meetings; per‑meeting fee schedule |
| Committee meeting fees (6 × $1,500) | 9,000 | Audit (4), Compensation (1), Nominating (1) meetings attended at $1,500 each |
| Chair fees (Comp + Nominating; $2,500 each) | 5,000 | Other committee chair fee schedule (Audit chair receives $5,000; Doerr chairs Comp & Nominating) |
| Total cash compensation (reported) | 41,000 | Director Compensation Table (FY2025) |
Note: The component breakdown is inferred from the published fee schedule and disclosed FY2025 meeting counts; the FY2025 total for Doerr matches the reported $41,000 .
Performance Compensation
| Metric/Instrument | Structure | FY2025 Detail |
|---|---|---|
| Equity grants (RSUs/Options/DSUs) | Not part of standard director pay | No equity awards for Doerr; 2025 director table shows cash only; option awards noted only for Leveen and Sweasy from 2020, fully vested and outstanding |
| Performance‑tied cash metrics | None disclosed | Director compensation comprised of retainer, meeting fees, chair fees; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy does not list any current public company directorships for Doerr |
Expertise & Qualifications
- Deep entrepreneurial and operating experience (strategy development, operations, distribution, purchasing, finance, quality control) .
- Board leadership and governance: Lead Independent Director since 2015; chairs Compensation and Nominating Committees; member of Audit Committee .
- Independence and engagement: Independent under Nasdaq rules; 100% attendance at Board and committee meetings in FY2025; attended the 2024 annual meeting .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| Thomas L. Doerr | — | Less than 1% | August 25, 2025 |
- Insider Trading/Hedging: Company prohibits hedging, monetization, and similar arrangements by officers and directors per Insider Trading and Tipping Policy; no pledging disclosure specific to directors in the proxy .
- Section 16 filings: No late filings noted for Doerr in FY2025; late Forms 4 were disclosed for John C. Koss Jr. and Michael J. Koss Jr. due to administrative oversight .
Governance Assessment
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Strengths and positive signals:
- Lead Independent Director role held by Doerr since 2015; provides structured independent oversight with CEO serving as Chair .
- Strong committee leadership: chairs Compensation and Nominating; member of Audit; committees reported full attendance in FY2025; auditor engaged at all Audit meetings .
- Full Board and committee attendance (100%) indicates engagement and diligence .
- Director pay is modest, cash‑based, and transparent; Doerr reported $41,000 in FY2025 with clear fee schedule .
-
Risk indicators and red flags:
- Nominating Committee lacks a written charter, which can be a governance weakness for formalizing director selection criteria and diversity policy .
- Compensation Committee does not use independent compensation consultants; oversight relies on internal assessments and CEO input, which may reduce independence in pay decisions .
- Control concentration: CEO Michael J. Koss is sole voting trustee of the Restated Koss Voting Trust holding 2,696,634 shares (28.46%), and the “Koss Family” plus Board collectively hold significant voting power—potentially limiting minority shareholder influence .
- Board independence expected to decline to 3 of 5 members post‑meeting due to addition of a non‑independent insider (Michael J. Koss Jr.) .
- Related‑party facility lease with Koss Holdings LLC (owned by family trusts including current stockholders) continues through 2033, requiring rigorous independent oversight to mitigate conflict risk .
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Alignment considerations:
- Doerr’s ownership is less than 1% with no disclosed director equity grant in FY2025, suggesting limited direct equity alignment relative to meeting/chair fee‑based compensation .
- Company prohibits hedging for directors, which supports alignment by preventing downside‑protection strategies .
Additional Context: Say‑on‑Pay and Shareholder Engagement
- Annual say‑on‑pay advisory vote; Board highlights pay‑for‑performance philosophy, alignment with long‑term value, and clawback policies for executives; no tax gross‑ups for executives .
Related Party Transactions (Company‑Level)
- The Milwaukee facility lease with Koss Holdings LLC (controlled by family trusts) renewed through June 30, 2028 with a second extension to 2033; fixed rent schedule and company responsibility for maintenance and taxes—requires continued Audit and Nominating oversight for conflicts .