Anthony Voorhees
Executive Vice President of Administration, Chief Financial Officer and Treasurer at KEY TRONIC
Executive
About Anthony Voorhees
Anthony G. Voorhees is Executive Vice President of Administration, Chief Financial Officer, and Treasurer of Key Tronic Corporation, serving since July 2024; he is age 51 and a Certified Public Accountant with a bachelor’s degree in Accounting from the University of Idaho . He has been with Key Tronic since April 2010, progressing through finance leadership roles before becoming CFO . Company performance context during his recent tenure: cumulative TSR (value of $100 initial investment) fell to $63.93 in 2025 from $94.85 in 2024, and net income moved from $(2,787,296) in 2024 to $(8,318,230) in 2025; 2023 net income was $5,156,736 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Key Tronic Corporation | Manager of Financial Reporting | Apr 2010–Jul 2015 | Financial reporting and controls |
| Key Tronic Corporation | Senior Manager of Corporate Finance | Jul 2015–Nov 2021 | Corporate finance leadership |
| Key Tronic Corporation | VP of Finance & Controller | Nov 2021–Jun 2024 | Controller oversight and financial management |
| Key Tronic Corporation | EVP of Administration, CFO & Treasurer | Jul 2024–Present | Executive financial leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coldwater Creek | Senior Financial Reporting Accountant | Aug 2007–Mar 2010 | Public-company reporting experience |
| Moss Adams LLP | Senior Assurance Associate | Nov 2004–Aug 2007 | Audit/assurance expertise |
| Boise State University | Senior-level accounting roles | Sep 2001–Aug 2004 | Public sector accounting |
| Idaho State Department of Agriculture | Senior-level accounting roles | Sep 2001–Aug 2004 | Public sector accounting |
Fixed Compensation
| Metric | FY 2025 | FY 2026 |
|---|---|---|
| Base Salary ($) | 380,558 | — |
| Target Bonus % of Base (ICP ranges) | 7%–105% (entry to overachievement) | 7%–105% (entry to overachievement) |
| Actual Bonus Paid ($) | — (no non‑equity incentive reported) | — |
Performance Compensation
Annual Incentive Compensation Plan (ICP)
| Element | Metric | Target | Actual | Payout Formula | Notes |
|---|---|---|---|---|---|
| Annual Bonus | Company profit vs three levels (entry/expected/overachievement) | % of base salary (7%–105% for Voorhees) | Not disclosed | Interpolated between levels; overachievement pool: 25% in FY25 , 35% in FY26 | Must be an active employee at payout |
Long‑Term Incentive Plan (LTIP) – FY2025–FY2027
| Element | Metric | Target | Range | Vesting/Payment Timing | Notes |
|---|---|---|---|---|---|
| 3‑Year Cash Award | Sales growth vs peer group and ROIC | $190,000 for Voorhees | 0%–150% of target based on performance | After FY2027 | No payout if performance below minimum targets |
Equity Awards – RSUs
| Grant | Shares | Grant Date | Fair Value ($) | Weighting | Vesting | Performance Condition |
|---|---|---|---|---|---|---|
| 2010 Plan RSUs | 13,858 | 9/3/2024 | 124,999 | 50% time‑based / 50% performance‑based (executives other than CEO) | Equal annual installments over 3 years | Annual EBITDA threshold for performance‑based portion |
| 2024 Plan RSUs | 44,964 | 8/21/2025 | — | 50% time‑based / 50% performance‑based | Equal annual installments over 3 years | Annual EBITDA threshold for performance‑based portion |
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Anthony G. Voorhees | 20,862 | ~0.19% (20,862 / 10,773,774) | Includes 15,965 shares in 401(k) and 431 shares in IRA |
Outstanding Equity Awards at FY2025 Year‑End (as of June 28, 2025)
| Award Type | Grant Date | Unvested/Unearned (#) | Market/Payout Value ($) | Terms |
|---|---|---|---|---|
| RSUs (time‑based) | 9/3/2024 | 13,858 | 37,832 | 3‑year equal annual vesting |
| RSUs (performance‑based, unearned) | 9/3/2024 | 9,239 | 25,222 | Earn only if annual EBITDA ≥ threshold |
| SARs | 7/29/2022 | 5,000 (base price $5.10; exp. 7/29/2027) | $0 intrinsic value at $2.73 stock price | Did not vest; no longer outstanding as of 7/29/2025 |
During FY2025, no SARs were exercised and no stock awards vested for any NEO .
Policies Affecting Alignment
- Insider trading policy prohibits short sales and buying/selling put or call options; the Company states it does not have practices or policies regarding hedging .
- Clawback policy compliant with Exchange Act Section 10D and Nasdaq; recovery of erroneously awarded incentive‑based compensation for the three completed fiscal years preceding a restatement, regardless of fault .
Employment Terms
Contract & Key Covenants (Employment Contract dated Aug 3, 2022)
- Employment is at‑will; base compensation initially $8,885.89 bi‑weekly effective Nov 8, 2021 .
- Severance (Company termination other than for cause): 12 months base salary with COBRA availability (employee pays premiums); bonus payments only if employed at payment date .
- Change‑of‑Control (double trigger): upon Company termination other than for cause after a change‑in‑control, 24 months base salary; COBRA availability; bonus payments require employment at payment date .
- Demotion protection: employee may resign and retain severance if duties change constituting a demotion .
- Severance cessation upon third‑party employment at equal or higher base salary; partial continuation if lower salary (Company pays difference) .
- Release requirement: severance contingent on execution and non‑revocation of a release of claims within 60 days; payments begin day 61 .
- Non‑compete: 1 year post‑termination not to engage in competing business .
- Non‑solicit: 1 year prohibition on soliciting current employees .
- Section 409A compliance language included .
Severance Quantification (as of June 28, 2025; Proxy)
| Scenario | Cash Severance ($) | Health/Life Continuation ($) | PTO Cash‑Out ($) | Equity Acceleration ($) | Non‑Equity Acceleration ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination (outside CoC) | 346,500 | — | — | — | — | 346,500 |
| Change‑of‑Control Termination | 693,000 | — | — | 75,665 | 330,000 | 1,098,665 |
Equity acceleration values calculated using $2.73 closing price at FY2025 year‑end; SARs had no intrinsic value; RSUs accelerate unless assumed by acquirer .
Performance & Track Record
| Year | CEO/PEO CAP ($) | Avg Non‑PEO CAP ($) | TSR ($100 base) | Net Income ($) |
|---|---|---|---|---|
| 2025 | 893,480 | 454,988 | 63.93 | (8,318,230) |
| 2024 | 778,520 | 461,078 | 94.85 | (2,787,296) |
| 2023 | 1,542,537 | 641,647 | 132.79 | 5,156,736 |
Non‑PEO NEOs for 2025 included Messrs. Voorhees and Hochberg; CAP figures reflect equity valuation adjustments under SEC rules .
Compensation Structure Analysis
- Shift from SARs to RSUs beginning FY2025; RSUs vest over three years with performance‑based component (50% for executives other than CEO) tied to annual EBITDA thresholds .
- ICP ranges increased over time (e.g., FY2026 overachievement pool 35% vs 25% in FY2025), maintaining pay‑for‑performance via profit goals .
- Voluntary 10% temporary base salary reduction for executive leadership effective May 18, 2025; does not modify incentive rights .
Governance & Committee Notes
- Compensation and Administration Committee members are independent and qualify as non‑employee directors under Rule 16b‑3; Audit Committee members meet SEC/Nasdaq independence and “financial expert” attributes .
- Clawback provisions embedded in incentive plans and 2024 Incentive Plan recoupment section; repricing of options/SARs prohibited without shareholder approval .
Investment Implications
- Near‑term vesting cadence: 9/3/2024 RSUs began vesting after FY2025 year‑end (first annual tranche in FY2026), and 8/21/2025 RSUs will add further annual vesting starting FY2026–FY2028, potentially creating periodic insider selling pressure as tranches deliver shares; note no stock vested in FY2025 .
- Alignment: 50% performance‑based RSUs tied to annual EBITDA thresholds and 3‑year LTIP tied to sales growth vs peers and ROIC align pay with operational outcomes; clawback coverage adds downside protection for investors .
- Retention and change‑in‑control: Double‑trigger CoC severance for Voorhees totals ~$1.1M at FY2025 assumptions, indicating meaningful retention incentives but potential transaction costs; the demotion protection and release requirement structure reduce opportunistic departures .
- Ownership: Voorhees’ beneficial ownership (~0.19% of shares outstanding) is modest, with most holdings in retirement accounts, tempering direct “skin‑in‑the‑game” but consistent with mid‑cap CFO norms; no pension or deferred compensation plans reported .