Ronald Klawitter
About Ronald F. Klawitter
Ronald F. Klawitter (age 73) is an independent director of Key Tronic Corporation and has served as Chair of the Board since January 2024; he has been a director since October 2009. He formerly served as EVP of Administration, CFO and Treasurer (1997–2015), with prior finance leadership roles at Key Tronic dating back to 1992; earlier, he was VP Finance at Baker Hughes Tubular Service (1987–1992). He holds a B.A. from Wittenberg University and is a Certified Public Accountant; the Board has determined he is independent under Nasdaq listing rules and that all Audit Committee members (including him) qualify as “audit committee financial experts.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Key Tronic Corporation | Chair of the Board | Jan 2024 – Present | Board leadership; CEO/Chair roles separated |
| Key Tronic Corporation | Director | Oct 2009 – Present | Audit Committee member; Governance & Nominating Committee member |
| Key Tronic Corporation | EVP Administration, CFO & Treasurer | Jul 1997 – Jul 2015 | Senior finance leadership |
| Key Tronic Corporation | VP Finance, Secretary & Treasurer | Oct 1995 – Jul 1997 | Corporate finance leadership |
| Key Tronic Corporation | Acting Secretary | Nov 1994 – Oct 1995 | Corporate secretary duties |
| Key Tronic Corporation | VP Finance & Treasurer | 1992 – Oct 1995 | Corporate finance leadership |
| Baker Hughes Tubular Service (Baker Hughes, Inc.) | VP Finance | 1987 – 1992 | Division finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in KTCC 2025 proxy for Mr. Klawitter | — | — | — |
Board Governance
- Committee assignments (FY2025): Audit Committee member; Governance & Nominating Committee member. Not on the Compensation & Administration Committee.
- Committee chairs: Audit (Bean, Chair); Compensation & Administration (Shamash, Chair); Governance & Nominating (Bean, Chair).
- Independence: Board determined all directors are independent under Nasdaq rules except the current CEO (Larsen) and former CEO (Gates).
- Board leadership: Roles of CEO and Board Chair are separated; Klawitter is independent Chair.
- Attendance (FY2025): Each director attended at least 85% of Board meetings and at least 84% of the committee meetings on which they served; Board met 7 times.
- Executive sessions: Independent directors met in executive session at two of the five Board meetings.
- Committee activity (FY2025 meetings): Audit (12), Compensation & Administration (5), Governance & Nominating (2).
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash fees/retainer (non-employee director) | $84,330 | $97,200 (Chair retainer) |
| Equity awards (grant-date fair value) | — | $40,000 (RSUs) |
| Annual retainer schedule (policy) | Board member $81,000 | Board member $81,000; Chair $97,200; 10% temporary reduction effective May 18, 2025 |
Notes:
- Non-employee director cash compensation is paid as an annual retainer; no separate meeting fees are disclosed.
- Voluntary 10% temporary reduction in director retainers effective May 18, 2025.
Performance Compensation
| Award Type | Grant Date | Amount/Units | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|
| RSUs (non-employee director annual grant) | Sep 3, 2024 | 8,869 RSUs (per director) | 100% vests on first anniversary of grant | None (time-based vesting; no performance criteria disclosed for directors) |
| Long-Term Incentive Plan (non-equity) | Policy reference (no FY2025 payouts shown) | — | — | Program exists for non-employee directors; no amounts disclosed for FY2025 |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Roles | Interlocks/Counterparty Overlap |
|---|---|---|---|---|
| None disclosed for Mr. Klawitter in KTCC 2025 proxy | — | — | — | — |
Expertise & Qualifications
- CPA with extensive public company finance leadership; prior EVP Administration/CFO/Treasurer at Key Tronic (1997–2015).
- Audit Committee “financial expert” as determined by the Board (applies to all Audit Committee members).
- Independent Board Chair with long-tenured board service (director since Oct 2009).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 203,530 shares |
| Percent of class | 1.9% (based on 10,773,774 shares outstanding) |
| Family holdings included | 1,600 shares (daughter); 4,200 shares (son) |
| Unvested director RSUs outstanding (as of Jun 28, 2025) | 8,869 units |
| Hedging/pledging | Prohibited (policy bans short sales, options/derivatives, hedging, and pledging/margin) |
Governance Assessment
-
Positives
- Independent Board Chair; separation of Chair/CEO roles supports oversight.
- Deep finance expertise (CPA; former CFO) and Audit Committee financial expert designation; sits on Audit during a high-activity year (12 meetings).
- Attendance solid at or above disclosed thresholds; Board met 7 times.
- Director pay mix includes equity (time-based RSUs) and a voluntary 10% retainer reduction in 2025, signaling cost discipline.
- Strong guardrails: hedging/pledging prohibited; clawback policy in place for executive officers.
-
Potential Risk Indicators / Watch Items
- Long tenure and prior executive role (CFO through 2015) can raise perceived independence concerns for some investors despite the Board’s Nasdaq independence determination.
- Board Chair concurrently serving on Audit and Governance & Nominating concentrates influence; while permissible, some governance frameworks prefer the Chair avoid Audit membership.
- Related-party transaction oversight: consulting agreement with former CEO and current director Craig Gates ($10,000/month through June 30, 2026) is reviewed by the Audit Committee; careful oversight avoids appearance of entrenchment. No other related party transactions disclosed.
Appendix: Key Disclosures Cited
- Biography and roles: independent director since 2009; Chair since Jan 2024; prior CFO/EVP Administration; BA Wittenberg; CPA.
- Independence, attendance, Audit financial expert status, Board meetings:
- Board leadership structure; executive sessions; insider trading/hedging/pledging policy:
- Clawback policy (executives):
- Committees (members, chairs, meeting counts): Audit (12) and Compensation (5) and Governance (2):
- Director compensation (FY2025 table; RSU details; outstanding RSUs):
- Retainer schedule; 10% temporary reduction effective May 18, 2025:
- Director compensation (FY2024 table):
- Beneficial ownership (shares, %; family holdings; shares outstanding):
- Related person transactions (Gates consulting agreement; Audit Committee approval):