James Bean
About James R. Bean
Independent director (since October 2006) with deep electronics manufacturing and operations background; age 75 in the latest proxy. Former President & CEO of Preco Electronics (1999–2020), later with Sensata Technologies until retirement in November 2022; earlier roles at Sun Microsystems, Apple, and National Semiconductor. B.S., Industrial Engineering, New Mexico State University. Board cites his business and financial expertise and senior leadership credentials as reasons for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Preco Electronics, LLC | President & CEO | Nov 1999 – Mar 2020 | Led company until sale to Sensata; post-acquisition transition then retired Nov 2022 |
| Preco Electronics, LLC | Various management roles (Boise) | May 1997 – 1999 | Operations leadership prior to CEO role |
| Sensata Technologies | Executive (post-acquisition) | Mar 2020 – Nov 2022 | Post-deal integration/executive stint before retirement |
| Sun Microsystems, Inc. | Manufacturing operations management | Prior years (not dated) | Large-scale ops experience |
| Apple Computer, Inc. | Manufacturing operations management | Prior years (not dated) | Large-scale ops experience |
| National Semiconductor, Inc. | Manufacturing operations management | Prior years (not dated) | Semiconductor sector exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in KTCC proxy for Mr. Bean |
Board Governance
- Committee leadership and assignments (FY2025):
- Audit Committee: Chair; committee met 12 times; all members independent and possess audit committee financial expert attributes; Bean signed the Audit Committee Report .
- Governance & Nominating Committee: Chair; met 2 times .
- Compensation & Administration Committee: Member; met 5 times; independent compensation consultants (TCS and Milliman) engaged; no other services provided by consultants .
- Independence: Board determined all directors except the CEO (Larsen) and former CEO (Gates) are independent; Bean is independent .
- Attendance and engagement (FY2025):
- Board met 7 times; each director attended at least 85% of Board meetings and at least 84% of their committee meetings; all 2025 nominees attended the 2024 Annual Meeting .
- Independent directors held executive sessions at two Board meetings during FY2025 .
- Board leadership: Chair and CEO roles are separated .
- Risk oversight: As Audit Chair, Bean oversees financial reporting, internal controls, cybersecurity, and auditor independence; Compensation Committee oversees compensation risk; Governance Committee oversees board composition and governance .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer (non‑Chair director) | $81,000 | $81,000; Board adopted a voluntary 10% temporary reduction effective May 18, 2025 |
| Chair of the Board retainer (reference) | $97,200 | $97,200 (not applicable to Bean; provided for context) |
Notes:
- Retainers apply to all non-employee directors; expenses reimbursed for Board/committee travel .
- No meeting fees disclosed beyond the retainer structure .
Performance Compensation
| Grant/Instrument | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (annual director grant) | Sep 3, 2024 | 8,869 | $40,000 | Vests on first anniversary of grant | Shifted from SARs to RSUs beginning FY2025 for directors |
| Options/SARs (outstanding prior year) | — | 15,000 (outstanding as of Jun 29, 2024) | — | Prior awards; no equity grants in FY2024 | Committee ceased SAR grants for directors from FY2025 |
Compensation actually paid for directors (FY2025):
- Bean: Cash fees $81,000; Stock awards $40,000; Total $121,000 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes/Interlocks |
|---|---|---|---|
| — | — | — | No other current public company boards disclosed for Bean; no interlocks disclosed . |
Expertise & Qualifications
- Recognized by the Board for business and financial expertise, senior management experience, and education; extensive operations leadership across electronics and semiconductor value chains .
- Audit Chair and designated with audit committee financial expert attributes (all audit members meet SEC “financial expert” attributes) .
- Governance Chair experience overseeing board composition and director nominations .
Equity Ownership
| Ownership Detail | FY2024 | FY2025 |
|---|---|---|
| Shares beneficially owned | 6,786 | 15,655 |
| % of shares outstanding | <1% | <1% |
| Unvested RSUs outstanding at year-end | — | 8,869 (as of Jun 28, 2025) |
| Options/SARs outstanding at year-end | 15,000 (as of Jun 29, 2024) | — |
Additional alignment considerations:
- Insider Trading Policy prohibits hedging, short sales, and pledging or margining company stock, reducing misalignment risk .
- Proxy does not disclose any pledged shares for Bean; beneficial ownership presented above .
Governance Assessment
Key positives
- Dual leadership as Audit Chair and Governance Chair indicates high trust and central role in financial oversight and board composition; Audit Committee active (12 meetings in FY2025) and signed report; all members deemed financial experts .
- Independence affirmed; strong attendance thresholds met; independent director executive sessions held, and leadership structure separates Chair and CEO .
- Compensation mix moves toward RSUs (away from SARs/options), increasing alignment and reducing risk-taking incentives; addition of RSUs ($40,000) paired with a voluntary 10% cash retainer reduction signals sensitivity to shareholder optics in FY2025 .
- Use of independent compensation consultants without other services mitigates advisor conflicts; Bean participates as a member of the Compensation Committee, though not Chair .
Potential watch items
- Auditor transition from Moss Adams (FY2024) to Baker Tilly (FY2025) under Audit Chair oversight; audit fees decreased year over year ($793,151 FY2024 to $717,592 FY2025). Common in market but worth monitoring for continuity and audit quality .
- Concentration of committee leadership (Audit and Governance) in a single director may elevate key-man risk in oversight bandwidth; no attendance shortfalls disclosed, but continued monitoring is prudent .
No red flags identified
- No related-party transactions involving Bean disclosed; the only related-person transaction in FY2025 related to a consulting agreement with former CEO Craig Gates .
- Board independence, anti-pledging/hedging policy, and adequate meeting cadence support governance quality .
Board Governance (Detail Table)
| Topic | FY2025 Data |
|---|---|
| Board meetings held | 7 |
| Each director’s Board attendance | ≥85% |
| Each director’s committee attendance | ≥84% |
| Audit Committee meetings | 12 |
| Compensation Committee meetings | 5 |
| Governance & Nominating Committee meetings | 2 |
| Executive sessions of independent directors | Held at 2 Board meetings |
| Bean’s roles | Audit Chair; Governance & Nominating Chair; Compensation member |
| Independence status | Independent (non-employee director) |
Director Compensation (Detail Table)
| Director | FY2024 Cash Fees | FY2024 Equity | FY2025 Cash Fees | FY2025 Equity | FY2025 Total |
|---|---|---|---|---|---|
| James R. Bean | $81,000 | — | $81,000 | $40,000 (8,869 RSUs) | $121,000 |
Structure notes:
- Non-employee director cash retainer: $81,000; Chair of the Board retainer: $97,200; temporary 10% retainer reduction effective May 18, 2025 .
Related-Party, Conflicts, and Policies
- Related-party review: Audit Committee oversees and approves/ratifies related-person transactions per written policy (amended Oct 2023). FY2025: only disclosed item is consulting agreement with former CEO; no Bean-related transactions .
- Insider trading/hedging/pledging restrictions: Prohibits hedging, short sales, trading of options/derivatives on company stock, margining, and pledging; applies to directors and related persons .
Compensation Structure Analysis
- Mix shift: From no director equity grants in FY2024 to annual RSU grants in FY2025 ($40,000 fair value; one-year vest). This change lowers leverage vs options/SARs, emphasizing retention and alignment with stock performance .
- Cost sensitivity: Board implemented a temporary 10% reduction in cash retainers in May 2025, signaling responsiveness to operating and shareholder environments .
- Advisory ecosystem: Independent consultants (TCS, Milliman) advising on executive and director compensation; no other services rendered, reducing potential conflicts .
Equity Ownership & Alignment (Detail)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficially owned shares | 6,786 | 15,655 |
| Ownership % of outstanding | <1% | <1% |
| Unvested RSUs at year-end | — | 8,869 (granted 9/3/2024; 1-year vest) |
| Options/SARs outstanding at year-end | 15,000 | — |
Alignment indicators: Anti-pledging policy reduces collateralization risk; no pledging disclosed in proxy; increased outright and RSU holdings vs prior year .
Governance Assessment
- Overall: Strong governance footprint with dual committee chair roles (Audit, Governance), verified independence, documented active oversight, and credible attendance. Compensation structure shows improved alignment (RSUs) and responsiveness (temporary retainer reduction).
- Monitoring items: Auditor change and fee dynamics (neutral-to-positive, but continue tracking), committee workload concentration in one director.
- No material conflicts, related-party exposure, pledging, or attendance issues disclosed for Bean.
Citations:
- Biography/tenure/education:
- Committees and meetings:
- Audit report/chair and auditor:
- Independence/attendance/executive sessions/policies:
- Director compensation and equity awards:
- Ownership:
- Related party policy/transactions: