Cheryl Beranek
About Cheryl Beranek
Cheryl Beranek, age 62, has served on Key Tronic’s board since January 2024. She is President, Chief Executive Officer and a director of Clearfield, Inc. (fiber-optic management products) and previously served on CyberOptics Corporation’s board until its acquisition in November 2022. She holds a B.S. from Southwest Minnesota State University and an M.S. from North Dakota State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CyberOptics Corporation | Director | May 2020 – Nov 2022 | Public company board; tenure ended at acquisition |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Clearfield, Inc. | President & CEO; Director | Current | Public company in fiber-optic management/protection |
Board Governance
- Independence: Board determined Beranek is independent under Nasdaq rules; only KTCC’s current and former CEOs are non-independent .
- Committees: Audit; Compensation and Administration; Governance and Nominating (member; not chair) .
- Committee activity: FY2025 meetings—Audit (12), Compensation (5), Governance (2) .
- Board attendance: FY2025—each director attended ≥85% of Board meetings and ≥84% of their committee meetings; Board met 7 times . FY2024—each director attended 100% of Board and committee meetings; Board met 5 times .
- Executive sessions: Independent directors met in executive session at 2 of 5 meetings in FY2025 and 3 of 5 in FY2024 .
- Board leadership: Roles of Chair and CEO separated; Chair is independent (Ronald Klawitter) .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-chair) | $81,000 | Standard for non-employee directors |
| Chair cash retainer (reference) | $97,200 | For Chair role; Beranek is not chair |
| Voluntary reduction | 10% temporary cut effective May 18, 2025 | Applies to director retainers |
| Beranek: Fees Earned (Cash) | $81,000 | FY2025 director compensation table |
| Beranek: Fees Earned (Cash) | $20,250 | FY2024 partial-year (joined Jan 2024) |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Terms/Plan Features |
|---|---|---|---|---|---|
| RSUs (Non-employee director) | Sep 3, 2024 | 8,869 | $40,000 | Vest on first anniversary of grant | Directors moved from SARs to RSUs beginning FY2025; director RSUs vest time-based |
| 2024 Incentive Plan features | Nov 25, 2024 approval | — | — | Minimum 1-year vest (with limited exceptions) | No dividends on unearned/unvested awards; no repricing without shareholder approval; clear CIC treatment with assumption vs. acceleration rules |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| Clearfield, Inc. | CEO & Director | No KTCC related-party transactions disclosed involving Beranek |
| CyberOptics (prior) | Director | Subodh Kulkarni (KTCC director) also served as CyberOptics CEO/director; network tie, not a disclosed related-party transaction |
Expertise & Qualifications
- Senior public-company leadership as CEO, manufacturing and communications hardware domain expertise (fiber-optic networks) .
- Prior public board experience (CyberOptics), complementing KTCC’s electronics manufacturing profile .
- Education in science/management: B.S. and M.S. degrees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Cheryl Beranek | 10,869 | <1% | Based on 10,773,774 shares outstanding as of Sep 9, 2025 |
| Outstanding RSUs (as of Jun 28, 2025) | 8,869 | — | Unvested director RSUs outstanding |
- Hedging and pledging prohibition: Company’s Insider Trading Policy bans hedging, short sales, trading in options/derivatives, holding in margin accounts, or pledging company stock—mitigates misalignment/pledging risk .
- Ownership guidelines: No director ownership guideline disclosure found; skip if not disclosed.
Governance Assessment
- Board effectiveness: Broad committee participation (Audit, Compensation, Governance) and solid attendance (>85% FY2025; 100% FY2024) support engagement and oversight quality .
- Independence and risk oversight: Independent status and multidisciplinary committee service (including Audit—financial expertise credentialed at committee level) strengthen risk oversight; Board separates Chair/CEO roles .
- Pay mix and alignment: FY2025 compensation balanced between cash ($81,000) and at-risk equity ($40,000 RSUs), with RSUs vesting after one year; policy bans hedging/pledging, and a formal clawback policy aligns with investor expectations .
- Conflicts/related parties: No related-party transactions disclosed involving Beranek; only disclosed item is consulting agreement with former CEO Craig Gates (Board-reviewed) .
- Signals: Voluntary 10% temporary retainer reduction in FY2025 and move from SARs to RSUs for directors signal cost discipline and improved alignment .
- RED FLAGS: None disclosed specific to Beranek. Company-level restatement in FY2024 was assessed under the clawback policy with no recovery required due to timing of incentive awards; remains a governance watchpoint for financial controls rather than Beranek-specific risk .
Overall, Beranek’s independence, cross-committee involvement, and equity-aligned pay (with hedging/pledging prohibitions and clawback) are supportive of investor confidence. No direct conflicts or related-party exposures are disclosed; network ties (CyberOptics) should be monitored but are not flagged transactions .