William J. Sweasy
About William J. Sweasy
William J. Sweasy (age 72) is an independent director of Koss Corporation and has served on the Board since 2015. He is Chairman of Red Wing Shoe Co., a multi-facility manufacturer and retailer of purpose-built footwear, and brings executive leadership, strategy, operational management, financial oversight, and consumer goods experience. He is designated by the Board as an “Audit Committee Financial Expert” under SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Koss Corporation | Director | Since 2015 | Designated Audit Committee Financial Expert; key contributor to audit oversight and financial reporting integrity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Red Wing Shoe Co. (private) | Chairman | Not disclosed | Manufacturer and retailer of purpose-built footwear; consumer goods and international operating experience |
Board Governance
- Independence and attendance: The Board determined Mr. Sweasy is independent under Nasdaq Rule 5605(a)(2); directors, including Mr. Sweasy, attended 100% of Board and committee meetings in FY2025.
- Board leadership: Koss combines the CEO and Board Chair roles (Michael J. Koss); Thomas L. Doerr serves as Lead Independent Director. After the 2025 Annual Meeting, the Board expects three of five directors to be independent.
- Insider trading/hedging policy: Officers and directors are prohibited from hedging transactions (e.g., collars, forwards).
| Committee | Role | Chair | FY2025 Meetings | Notes |
|---|---|---|---|---|
| Audit Committee | Member | Yes (Chair) | 4 | Board designated Mr. Sweasy as “Audit Committee Financial Expert”; all meetings attended; auditors present at all sessions |
| Compensation Committee | Member | No | 1 | All members independent; no outside consultants used; administers 2023 Equity Incentive Plan |
| Nominating Committee | Member | No | 1 | Oversees director nominations and independence/conflict reviews; no formal diversity policy/charter |
Fixed Compensation
- Director cash compensation structure (non-employee): Annual retainer $17,000; per Board meeting $2,500; per committee meeting $1,500; Audit Committee Chair annual fee $5,000; other committee chair annual fee $2,500.
- FY2025 fees earned: Mr. Sweasy received $41,000 in cash; no equity granted in FY2025.
| Component | Amount ($) |
|---|---|
| Annual retainer | 17,000 |
| Board meeting fee (per meeting) | 2,500 |
| Committee meeting fee (per meeting) | 1,500 |
| Audit Chair annual fee | 5,000 |
| Other committee chair annual fee | 2,500 |
| FY2025 Director Compensation (Sweasy) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 41,000 |
| Total | 41,000 |
Performance Compensation
- Equity usage for directors: No director equity grants in FY2025; last non-employee director grant to Mr. Sweasy was 10,000 options on Nov 10, 2020, vesting over three years and expiring five years from grant; exercise price $2.11; fully vested and outstanding as of June 30, 2025. No RSUs/PSUs or performance-conditioned awards disclosed for directors.
| Award Type | Grant Date | Shares/Units | Exercise/Strike | Vesting | Expiration | Status |
|---|---|---|---|---|---|---|
| Stock Options (Director) | 11/10/2020 | 10,000 | $2.11 | Vests over 3 years | 5 years from grant (11/10/2025) | Fully vested and outstanding as of 6/30/2025 |
No performance metrics (e.g., revenue/EBITDA/TSR conditions) are disclosed for director compensation; non-employee director pay is predominantly cash with periodic option grants historically.
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Related-Party Considerations |
|---|---|---|---|
| Red Wing Shoe Co. | Private | Chairman | No Koss-related interlocks or transactions disclosed involving Mr. Sweasy |
| Other public company boards | — | — | None disclosed in the proxy |
Expertise & Qualifications
- Executive leadership, international operations, strategy, operational management, financial oversight, consumer goods sector experience; designated “Audit Committee Financial Expert.”
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| William J. Sweasy | 30,000 | <1% | Beneficial ownership as of Aug 25, 2025; includes shares where he has sole voting/dispositive power; options counted only if exercisable within 60 days (none shown for Mr. Sweasy) |
| Options outstanding (context) | — | — | Mr. Sweasy’s 10,000 options (11/10/2020 grant) were fully vested and outstanding as of 6/30/2025; five-year term from grant date |
No pledging or hedging of company stock by directors is permitted; no pledging by Mr. Sweasy is disclosed.
Governance Assessment
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Strengths
- Independent director with 100% attendance and deep operating experience; designated Audit Committee Financial Expert and serving as Audit Chair enhances financial oversight and credibility.
- Compensation Committee and Nominating Committee service supports board effectiveness on pay and director selection; all committee memberships are independent.
- Director pay is modest and primarily cash, limiting misalignment risk; no FY2025 equity grants.
-
Considerations
- Koss combines CEO/Chair roles; while a Lead Independent Director is in place, this concentrates authority at management level and places more onus on independent directors like Mr. Sweasy to provide robust oversight.
- Family influence remains significant, and the post-meeting Board is expected to have three of five independents, requiring sustained vigilance on conflicts and related-party matters (e.g., headquarters lease to a Koss-family-controlled entity, though not involving Mr. Sweasy).
-
RED FLAGS
- None specific to Mr. Sweasy identified in the proxy: no Section 16 filing delinquencies for him; no related-party transactions involving him; 100% meeting attendance. Late Section 16 reports were disclosed for two Koss family executives (not Mr. Sweasy).