Yacov Shamash
About Yacov A. Shamash
Yacov A. Shamash (age 75) has served on Key Tronic Corporation’s Board since 1989. He is a Professor of Electrical and Computer Engineering at Stony Brook University, previously serving as Vice President of Economic Development (2001–2019) and Dean of Engineering and Applied Sciences (1992–2015). He holds a B.S. in electrical engineering and a Ph.D. in Control Systems from Imperial College London. The Board deems him qualified based on professional and management experience, public company board service, and education .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stony Brook University | Professor, Electrical & Computer Engineering | Ongoing | Academic and tech leadership |
| Stony Brook University | Vice President of Economic Development | 2001–2019 | Regional innovation, industry collaboration |
| Stony Brook University | Dean of Engineering & Applied Sciences | 1992–2015 | Expanded engineering programs; applied research orientation |
| Washington State University | Chair, Electrical & Computer Engineering | 1985–1992 | Department leadership, curriculum oversight |
| NSF I/U CRC (Design of Analog/Digital Integrated Circuits) | Director | 1989–1992 | University–industry cooperative research center leadership |
External Roles
| Company/Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Applied DNA Sciences, Inc. | Director | Public | Forensics/DNA authentication; potential technology adjacency |
| Comtech Telecommunications Corp. | Director | Public | Communications/defense; industry adjacency |
| Softheon Inc. | Director | Private | Healthcare technology platform |
| Advanced Convergence Group | Director | Private | Technology-focused enterprise |
Board Governance
- Independence: The Board determined all directors are independent except the former CEO (Gates) and current CEO (Larsen); Shamash is independent under Nasdaq rules .
- Committee assignments:
- Compensation and Administration Committee Chair (Shamash); members Bean, Kulkarni, Beranek; met 5 times in FY2025 .
- Audit Committee member; chaired by Bean; members Klawitter, Kulkarni, Shamash, Beranek; met 12 times in FY2025 .
- Governance and Nominating Committee member; chaired by Bean; members Klawitter, Kulkarni, Shamash, Beranek; met 2 times in FY2025 .
- Attendance: Board met 7 times in FY2025; each director attended at least 85% of Board meetings and at least 84% of committee meetings; all nominees attended the 2024 Annual Meeting .
- Executive sessions: Independent directors held executive sessions at two of the five Board meetings in FY2025 .
- Board leadership and risk oversight: CEO and Chair roles are separated; committees oversee financial reporting/internal controls (Audit), compensation risk (Compensation), and board composition/governance (Governance & Nominating) .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-Chair) | $81,000 | Voluntary 10% temporary reduction effective May 18, 2025 for all non-employee directors |
| Fees earned/paid in cash – Shamash | $81,000 | Reported in Non-Employee Director Compensation Table |
Performance Compensation
| Award Type | Grant Date | Quantity/Value | Vesting | Metrics |
|---|---|---|---|---|
| RSUs (non-employee director grant) | 9/3/2024 | 8,869 units; $40,000 fair value | Vest on first anniversary of grant | Director-specific performance metrics not disclosed; company ceased SAR grants and moved to RSUs beginning FY2025 |
| Long-Term Non-Equity Incentive Awards (Directors) | Ongoing under plan | Not individually quantified | As per plan | Non-employee directors receive long-term non-equity incentive awards; metrics not specified in proxy |
- Compensation Committee consulting: Engaged Total Compensation Solutions (TCS) and Milliman for executive and director compensation and peer group selection; neither provided other services (reducing consultant conflicts) .
- Clawback policy: Adopted per SEC/Nasdaq for executive officers; applies to incentive-based compensation upon accounting restatement; not specified for directors .
Other Directorships & Interlocks
| External Company | Sector | Potential Interlock Considerations |
|---|---|---|
| Applied DNA Sciences, Inc. | Authentication/forensics | No related-party transactions disclosed with KTCC |
| Comtech Telecommunications Corp. | Communications/defense | No related-party transactions disclosed with KTCC |
| Softheon Inc.; Advanced Convergence Group | Technology | No related-party transactions disclosed with KTCC |
Expertise & Qualifications
- Technical and academic leadership across engineering, applied research, and university–industry collaboration, including directing an NSF I/U CRC focused on analog/digital IC design .
- Broad governance exposure via multiple public company boards in technology sectors (Applied DNA Sciences, Comtech Telecommunications) .
- Educational credentials: B.S. in electrical engineering; Ph.D. in Control Systems, Imperial College London .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 51,195 | Includes 1,100 shares owned directly by his daughter |
| Shares outstanding (record date) | 10,773,774 | As of September 9, 2025 |
| Ownership as % of shares outstanding | ~0.48% | Computed from 51,195 / 10,773,774 |
| Outstanding/unvested director RSUs (as of 6/28/2025) | 8,869 | Non-employee director grant from 9/3/2024 |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits short sales, options, hedging, margin accounts, and pledging |
Governance Assessment
- Strengths:
- Long-tenured independent director with deep technical and academic credentials and multiple public-company directorships, bringing diversified governance perspective .
- Chairs Compensation Committee and serves on Audit and Governance Committees, indicating high engagement and board trust; attendance thresholds met .
- Compensation consultant independence (no other services); shift from SARs to RSUs reduces risk and aligns with prevailing governance best practices .
- Insider Trading Policy bans hedging/pledging; CEO/Chair split supports oversight; independent director executive sessions held .
- Alignment:
- Meaningful personal shareholding (51,195 shares) plus standard director RSUs supports skin-in-the-game; Section 16 compliance reported for FY2025 .
- Potential Watch Items:
- Multiple external directorships may increase time commitments; however, attendance metrics indicate adequate engagement .
- Long-term non-equity incentive awards for directors are noted without disclosed performance metrics; monitor for clarity in future proxies .
- No related-party transactions disclosed involving Shamash; continue monitoring for interlocks with Applied DNA Sciences or Comtech, though none disclosed in FY2025 .
RED FLAGS: None disclosed specific to Shamash in FY2025. No related-party transactions, no pledging/hedging, and no delinquent Section 16 reports reported .