Philip Hochberg
About Philip Hochberg
Philip S. Hochberg (age 63) is Executive Vice President of Customer Relations and Integration at Key Tronic Corporation (KTCC). He has held this role since July 2012, after progressively senior commercial and program-management roles at KTCC since 2000; prior roles include marketing leadership at Quinton Instrument Company and SpaceLabs Medical. He holds an MBA from the University of British Columbia and a BA in Psychology (minor in Business) from Washington University in St. Louis . Company performance context: FY2025 revenue declined 17.5% to $467.9M vs. $566.9M in FY2024, gross margin improved to 7.8% from 7.0%, and net loss widened to $(8.3)M; cumulative TSR value for a fixed $100 investment fell to $63.93 in 2025 from $94.85 in 2024 .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Key Tronic Corporation | Director, EMS Sales & Marketing | 2000–2004 | Commercial leadership in EMS sales |
| Key Tronic Corporation | Director of Business Development | 2004–2008 | Business development |
| Key Tronic Corporation | Director, Business Development & Program Management | 2008–2009 | Program management added |
| Key Tronic Corporation | Vice President of Business Development | 2009–2012 | Senior BD role |
| Key Tronic Corporation | EVP, Customer Relations & Integration | 2012–present | Current executive role |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Quinton Instrument Company | Director of Marketing & Product Management | 1992–2000 | Medical instrumentation marketing |
| SpaceLabs Medical | Business Development Marketing Manager | 1988–1992 | Medical technology BD/marketing |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 386,661 | 392,758 | 425,572 (includes voluntary 10% reduction effective May 18, 2025) |
| Bonus ($) | — | — | — |
| All Other Compensation ($) | 12,200 | 16,088 | 13,800 |
- 9/3/2024 the Board increased bi-weekly salary to $16,678 (annualized ≈$433,628 before May 2025 temporary reduction) .
- Executive leadership voluntarily took a 10% temporary reduction in base salaries effective May 18, 2025; reduction did not affect incentive eligibility .
Performance Compensation
1) Annual Incentive Compensation Plan (ICP) – FY2025
| Item | Detail |
|---|---|
| Performance metric | Company profit; minimum profit required for any payout; three levels (entry/expected/overachievement) |
| Target opportunity | For Hochberg: 7% (entry) to 105% (overachievement) of base salary; interpolation between levels |
| Actual FY2025 payout | $0 (non‑equity incentive shows no payment for 2025) |
| Vesting/timing | Paid as soon as administratively possible after fiscal year end; must be an active employee at payment date |
2) Long‑Term Cash Incentive (LTIP) – FY2025–FY2027
| Item | Detail |
|---|---|
| Performance metrics | Three‑year sales growth vs. peer group and return on invested capital (ROIC) |
| Target award (Hochberg) | $190,000 (paid after FY2027 if expected targets achieved) |
| Payout range | $0 to 150% above target (i.e., up to 250% of target depending on performance) |
| Change‑of‑control | Unvested portion accelerates at target on qualifying termination in connection with a change‑of‑control; for Hochberg, $490,000 as of 6/28/2025 |
3) Equity LTI – RSUs Granted 9/3/2024
| Item | Detail |
|---|---|
| RSU grant (Hochberg) | 27,716 RSUs; 50% time‑based and 50% performance‑based |
| Time‑based vesting | Equal annual installments over three years (1/3 per year) |
| Performance‑based vesting | Annual EBITDA must meet/exceed threshold; one‑third vests each year upon certification (60 days post fiscal year) |
| Outstanding as of 6/28/2025 | 13,858 unvested time‑based RSUs; 9,239 unearned performance RSUs |
| Change‑of‑control treatment | If not assumed by acquirer, time‑based fully vests; performance awards vest at target (shortened period). If assumed, accelerated vesting only upon qualifying termination within two years post‑CIC |
| Equity acceleration value | $75,665 for Hochberg as of 6/28/2025 (RSUs valued at $2.73 close; SARs had no intrinsic value) |
Equity Instruments History
| Instrument | Status |
|---|---|
| Stock Appreciation Rights (SARs) 7/29/2022 | Did not vest; no longer outstanding as of 7/29/2025; closing price at FY2025 ($2.73) < SAR base price ($5.10) → no intrinsic value |
Clawbacks, Hedging, and Pledging
- Clawback policy adopted to comply with SEC Rule 10D‑1/Nasdaq; recovery of erroneously awarded incentive comp for 3 completed fiscal years preceding a restatement, irrespective of misconduct .
- Following the FY2024 restatement analysis, no recovery was required under the clawback policy because covered executives did not receive incentive‑based compensation on or after October 2, 2023 .
- Insider Trading Policy prohibits short‑term speculative trading, hedging transactions, and holding/pledging KTCC securities in margin accounts or as collateral .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total beneficial ownership | 72,608 shares (includes 40,574 shares allocated in KTCC 401(k)) |
| Ownership % of outstanding | ≈0.67% (72,608 ÷ 10,773,774 shares outstanding at record date) |
| Unvested RSUs (time‑based) | 13,858 |
| Unearned RSUs (performance) | 9,239 |
| Options/SARs exercisable | None outstanding as of 7/29/2025 |
| Shares pledged | None; pledging prohibited by policy |
Employment Terms
| Term | Detail |
|---|---|
| Employment start at KTCC | October 2004; EVP since July 2012 |
| Contract provisions | Standard nondisclosure/confidentiality/non‑competition; employment terminable at any time |
| Severance (no CIC) | 12 months base salary; for Hochberg, $390,260 (as of 6/28/2025). Payments cease if re‑employed at equal/higher salary; otherwise KTCC pays the difference for remainder of period . |
| Severance (CIC with qualifying termination) | 24 months base salary ($780,520); equity acceleration $75,665; LTIP (non‑equity) acceleration $490,000; total $1,346,185 . |
| CIC equity treatment | Double‑trigger acceleration if awards assumed (vesting accelerates upon qualifying termination ≤2 years post‑CIC); single‑trigger acceleration at target if not assumed . |
| Tax gross‑ups | Not disclosed; none indicated in filings reviewed. |
| Pension/Deferred comp | No pension or non‑qualified deferred compensation plans . |
Investment Implications
- Pay‑for‑performance mechanics are explicit: annual bonus tied to profit thresholds (no FY2025 payout), a three‑year cash LTIP tied to sales growth vs. peers and ROIC (target $190k), and RSUs with 50% performance‑based vesting on annual EBITDA thresholds; clawback and anti‑hedging/pledging policies strengthen alignment .
- Vesting calendar suggests recurring settlement windows (time‑based annually on 9/3; performance RSUs ~60 days post fiscal year upon EBITDA certification). Combined with an open‑window trading constraint, near‑term insider selling pressure may be limited and episodic; SARs’ expiration and lack of intrinsic value remove option‑related selling incentives .
- Retention risk appears moderate: severance (1× base; 2× on CIC) plus LTIP/RSU acceleration on qualifying termination provides downside protection; however, FY2025 reported net loss and revenue decline could dampen near‑term incentive realizations if profit/EBITDA thresholds are not met .
- Governance context: prior restatement and cybersecurity incident were addressed (clawback assessment found no recovery; controls remediated in FY2025), but these remain watch items when judging execution risk and compensation outcomes linked to financial metrics .