Subodh Kulkarni
About Subodh K. Kulkarni
Subodh K. Kulkarni, age 61, has served as an independent director of Key Tronic Corporation since October 2018. He is President and CEO of Rigetti Computing, Inc. (since December 2022), and previously was CEO and a board member at CyberOptics Corporation (2014–Nov 2022) until its acquisition by Nordson; he currently chairs the board of Prism Computational Sciences. He holds a B.S. in Chemical Engineering from IIT Bombay and an M.S./Ph.D. in Chemical Engineering from MIT, with 30+ years of semiconductor and advanced technology leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CyberOptics Corporation | President, CEO, Director | 2014–Nov 2022 | Led scaling and commercialization of high-precision sensors; drove strategic sale to Nordson |
| Prism Computational Sciences | CEO (prior), Chairman of the Board (current) | Dates not specified | Provides software tools for scientific/commercial semiconductor applications; board leadership |
| Imation | CTO; SVP OEM/Emerging; roles in global commercial, R&D, manufacturing | Dates not specified | Technology, operations, commercialization leadership |
| 3M; IBM | Research and management positions | Early career | Foundational engineering and management experience |
External Roles
| Organization | Role | Public/Private | Interlocks/Notes |
|---|---|---|---|
| Rigetti Computing, Inc. | President & CEO | Public | No KTCC-related transactions disclosed |
| Prism Computational Sciences | Chairman of the Board | Private (not specified) | No KTCC-related transactions disclosed |
| CyberOptics Corporation | Former CEO & Director | Public (acquired) | Historical role; no current interlock with KTCC disclosed |
Board Governance
- Independence: The Board determined Kulkarni is independent under Nasdaq rules (all directors are independent except former CEO Craig Gates and current CEO Brett Larsen) .
- Committee assignments:
- Audit Committee member; all members recognized with “audit committee financial expert” attributes; Audit met 12 times in FY2025 .
- Compensation & Administration Committee member; chaired by Yacov Shamash; met 5 times in FY2025 .
- Governance & Nominating Committee member; chaired by James Bean; met 2 times in FY2025 .
- Board activity and engagement:
- Board met 7 times in FY2025; each director attended at least 85% of Board meetings and at least 84% of their committee meetings .
- Executive sessions: independent directors met in 2 of 5 Board meetings without management .
- Leadership and risk oversight: Chair and CEO roles are separated; committees oversee financial reporting, compensation risk, and board composition; cyber risk covered under Audit .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2025 | 81,000 | Standard Board member retainer; Board adopted a voluntary 10% temporary reduction effective May 18, 2025 |
Retainer schedule (FY2025):
- Board Member: $81,000 cash
- Chair of the Board: $97,200 cash
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| 2024-09-03 | RSUs | 8,869 | 40,000 | Vest on first anniversary of grant date | Director equity moved from SARs to RSUs starting FY2025 |
- Long-Term Incentive Plan: Non-employee directors may receive long-term non‑equity incentive awards; specific metrics/amounts for directors not disclosed .
- Equity program shift: Compensation Committee ceased SAR grants and replaced with RSUs for executives and directors beginning FY2025, aligning with market practice .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Conflict with KTCC |
|---|---|---|---|
| Rigetti Computing, Inc. | President & CEO | Not disclosed | None disclosed in KTCC filings |
| Prism Computational Sciences | Chairman of the Board | Not disclosed | None disclosed in KTCC filings |
| CyberOptics Corporation | Former CEO & Director | Not disclosed | Historical; no current related-party items reported |
Expertise & Qualifications
- Semiconductor and advanced technology leadership; scaling and commercialization track record .
- Financial oversight: Audit Committee member with “financial expert” attributes per SEC definition applied to all Audit members .
- Education: IIT Bombay (B.S. Chem Eng.), MIT (M.S., Ph.D. Chem Eng.) .
Equity Ownership
| Holder | Beneficial Shares | Percent of Class | RSUs/Options Outstanding |
|---|---|---|---|
| Subodh K. Kulkarni | 9,869 | Less than 1% | 8,869 RSUs outstanding as of June 28, 2025 |
- Hedging/pledging: Company policy prohibits short-term speculative transactions, options/derivatives, hedging, and pledging/margin accounts, supporting alignment; applies to directors .
Shareholder Votes (2025)
| Item | For | Against/Withheld | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director – Subodh K. Kulkarni | 4,110,586 | 1,576,920 (withheld) | — | 2,101,544 |
| Say‑on‑Pay (Advisory) | 3,989,198 | 1,650,517 | 47,791 | 2,101,544 |
Compensation Committee Analysis
- Composition: Shamash (Chair), Bean, Kulkarni, Beranek; all independent and qualify as non‑employee directors under Rule 16b‑3 .
- Consultants: Total Compensation Solutions (TCS) and Milliman engaged for executive and director compensation and peer group input; no other services provided in FY2025 .
- Program oversight: Committee administers incentive plans and recommends CEO and officer pay to the Board .
Related Party Transactions and Conflicts
- Related person policy: Audit Committee reviews and approves interested transactions; materiality threshold of $100,000 per calendar year .
- FY2025 disclosed item: Consulting agreement with former CEO Craig Gates ($10,000/month, 6/30/2024–6/30/2026); no related transactions involving Kulkarni disclosed .
Governance Assessment
- Strengths:
- Independent status and service across Audit, Compensation, and Governance committees enhances oversight breadth .
- Audit financial expert attributes and prohibition on hedging/pledging support investor alignment and risk controls .
- Attendance thresholds met across Board and committees, indicating engagement .
- Equity compensation via RSUs and modest cash retainers align director interests with shareholders; shift away from SARs reduces repricing risks .
- Clawback policy compliant with SEC/Nasdaq for executive incentives (overall governance signal) .
- Watch items:
- External CEO role at Rigetti Computing: no KTCC‑related transactions disclosed, but ongoing monitoring for any future related‑party exposure recommended .
- Say‑on‑pay received meaningful “Against” votes (1.65M), suggesting scrutiny of compensation programs; continued investor engagement advisable .
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