Edward J. Richardson
RICHARDSON ELECTRONICSAbout Edward J. Richardson
Edward J. Richardson, age 83, is Chairman of the Board, Chief Executive Officer, and President of Richardson Electronics, Ltd., and has served as a director since 1965; he has been employed by the company since 1961 and previously served as Chief Operating Officer (2006–2015) and General Manager of the Electron Device Group (2009–2014) . He is both CEO and Chairman, with a lead independent director structure in place; RELL is a “controlled company” under Nasdaq rules due to his approximately 61% voting control, which has governance implications for independence and oversight . Company performance during his tenure shows revenue of $176.9M in FY2021, $224.6M in FY2022, $262.7M in FY2023, $196.5M in FY2024, and $208.9M in FY2025; net income was $1.655M in FY2021, $17.927M in FY2022, $22.333M in FY2023, $61,000 in FY2024, and a net loss of $(1.143)M in FY2025; a $100 initial investment in RELL was valued at $241 in FY2025 versus $139 for the peer group, indicating stronger TSR in FY2025 despite the net loss .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Richardson Electronics, Ltd. | Chairman, CEO, President | Sep 1989–Nov 1996; continued thereafter | Led corporate strategy and operations, providing historic continuity and long-term leadership . |
| Richardson Electronics, Ltd. | Chief Operating Officer | Apr 2006–Dec 2015 | Oversaw day-to-day operations, aligning execution across businesses . |
| Richardson Electronics, Ltd. | General Manager, Electron Device Group | Jun 2009–Jun 2014 | Led segment operations in electron devices . |
External Roles
No external public company directorships or roles disclosed for Mr. Richardson in the latest proxy. Skip if not disclosed .
Fixed Compensation
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Base Salary ($) | $819,749 | $844,589 | $880,440 | $919,550 | $958,081 |
| Merit Increase (%) | — | — | 5.0% | 4.11% | 4.11% |
| Target Bonus (% of Base) | Up to 70% max, voluntarily set at 37.5% | Up to 70% max, voluntarily set at 37.5% | Up to 70% max, voluntarily set at 37.5% | Up to 70% max, voluntarily set at 37.5% | Up to 70% max, voluntarily set at 37.5% |
| Actual Bonus Paid ($) | $301,689 | $326,529 | $411,560 | $176,570 | $315,134 |
| Perquisites/All Other ($) | $14,079 | $13,788 | $13,132 | $13,132 | $13,132 |
Performance Compensation
Annual cash incentive structure for FY2025 used three company-wide metrics (Revenue, Operating Income, Cash & Investment Activity), each weighted 33% for Mr. Richardson; achievement ranged from 75% to 110%, resulting in payouts shown below. Equity awards are granted under the 2011 Long-Term Incentive Plan, with options vesting 20% annually over 5 years and restricted stock vesting in equal thirds annually over 3 years .
| Metric | Weighting | Target/Eligible ($) | Actual Achievement | Payout ($) | Vesting Terms |
|---|---|---|---|---|---|
| Revenue | 33% | $116,716 | 85.0% | $99,209 | Cash incentive; no vesting (annual) . |
| Operating Income | 33% | $116,716 | 75.0% | $87,537 | Cash incentive; no vesting (annual) . |
| Cash & Investment Activity | 33% | $116,716 | 110.0% | $128,388 | Cash incentive; no vesting (annual) . |
| Restricted Stock (FY2025 grant) | — | 20,000 sh @ $11.89/sh, FV $336,800 | N/A | N/A | 3-year vesting, equal annual tranches . |
| Stock Options (FY2025 grant) | — | 20,000 sh @ $11.89 strike | N/A | N/A | 5-year vesting, 20% per year . |
FY2026 equity awards approved: 20,000 restricted shares and 20,000 options to Mr. Richardson (timing July 21, 2025) .
Equity Ownership & Alignment
| Ownership Component | Amount | Percent of Class | Voting Rights Impact |
|---|---|---|---|
| Common Stock (direct/beneficial) | 2,132,271 sh | 14.7% of common | Contributes to total voting rights . |
| Class B Common (10 votes/sh) | 2,009,157 sh (held in trust; Richardson trustee/sole beneficiary) | 98.0% of Class B | 61.4% of total voting rights . |
| Stock Options (exercisable) | 20,000 @ $5.61; 16,000 @ $4.26; 12,000 @ $7.66; 8,000 @ $15.60; 4,000 @ $15.51 | — | In-the-money for strikes $4.26, $5.61, $7.66 vs $8.95 stock price at 5/30/2025; out-of-the-money for $11.89, $15.51, $15.60 . |
| Stock Options (unexercisable) | 4,000 @ $4.26; 8,000 @ $7.66; 12,000 @ $15.60; 16,000 @ $15.51; 20,000 @ $11.89 | — | As above versus $8.95 stock price . |
| Restricted Stock (unvested) | 40,001 sh; market value $358,009 (at $8.95) | — | Vests one-third annually on grant anniversaries . |
| Hedging/Pledging | Hedging prohibited by policy; no pledging disclosed for Richardson . |
Vesting runway: For FY2026–FY2030, annual vesting schedules are specified for options and restricted stock granted in 2019–2024; example for the 7/22/2024 grants: options vest 4,000 sh per fiscal year 2026–2030; restricted stock vests ~6,666–6,667 sh in fiscal 2026–2028 .
Stock ownership guidelines: Non-employee directors have guidelines and receive director equity awards; employee directors (including Richardson) receive no additional director compensation and are not subject to director ownership guidelines .
Employment Terms
- Mr. Richardson has no employment agreement; accordingly, there are no severance or change-in-control payments designated for him in the severance table (all $0) .
- Company-wide clawback policy for erroneously awarded incentive-based compensation and for fraud/illegal conduct; filed with FY2025 10-K and referenced in the proxy .
- Insider trading policy in place; formal prohibition on hedging company stock .
Board Governance
- Board service: Director since 1965; currently Chairman of the Board, CEO, President .
- Dual-role implications: CEO and Chairman roles are combined; Board cites efficiency and knowledge benefits, mitigated by a lead independent director (Paul Plante) who chairs executive sessions and acts as liaison .
- Independence: Audit, Compensation & Governance, and Nominating Committees are entirely independent members; RELL uses “controlled company” exemption for Nominating Charter due to Richardson’s ~61% voting control .
- Committee roles: Richardson is on the Executive Committee (Chair); not on Audit, Compensation & Governance, or Nominating Committees .
- Attendance: Board held four regular meetings in FY2025; each director attended at least 75% of meetings (Board and committee) during their service; seven directors attended the Annual Meeting .
- Director compensation: Employee directors receive no additional director comp; non-employee director program includes $50,000 initial and annual restricted stock awards, quarterly cash retainers, and meeting fees, plus ownership guidelines (not applicable to employee directors) .
Compensation Structure Analysis
- Shift in cash vs equity: Mr. Richardson’s total pay includes both annual cash incentives and regular equity grants; FY2025 included $237,800 in restricted stock, $99,000 in option awards, and $315,134 cash incentive .
- Bonus calibration: CEO maximum bonus per plan is 70% of base, but it was voluntarily reduced to 37.5% in FY2023–FY2025; metrics are revenue, operating income, and cash/investment activity tied to the annual plan .
- Committee practice: No external compensation consultant in FY2025; benchmarking relies on public data; base salary increases continued (CEO +4.11% in FY2024 and FY2025) .
- Equity plan capacity: Amendment proposed to add 2,000,000 authorized shares to the 2011 LTIP; repricing is prohibited without shareholder approval; performance criteria include TSR, revenue, operating income, EBITDA, ROIC, etc. .
Performance & Track Record
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Revenue ($) | $176,937,000 | $224,620,000 | $262,658,000 | $196,460,000 | $208,909,000 |
| Net Income ($) | $1,655,000 | $17,927,000 | $22,333,000 | $61,000 | $(1,143,000) |
| $100 Investment Value (Company TSR) | $213 | $356 | $449 | $295 | $241 |
| $100 Investment Value (Peer Group TSR) | $178 | $134 | $119 | $119 | $139 |
Major initiatives: The company sold the majority of Richardson Healthcare on January 24, 2025, overseen by COO Wendy Diddell; this reflects portfolio focus decisions during FY2025 .
Related Party Transactions and Risk Indicators
- Related party transactions: None reported for FY2025 .
- Risk indicators: Combined CEO/Chair structure; controlled company status with ~61% voting control; clawback policy in place; hedging prohibited; no option repricings permitted; say-on-pay program continues annually with prior shareholder approval in 2024 .
Compensation Committee Analysis and Say-on-Pay
- Compensation & Governance Committee comprised of independent directors; met four times; administers LTIP and sets executive pay .
- No external consultant retained in FY2025; public data used for benchmarking .
- Say-on-Pay: Shareholders approved executive compensation program on an advisory basis at the 2024 annual meeting; frequency vote set to annual, next frequency vote in 2029 .
Equity Award Detail and Vesting Schedules
| Grant | Type | Size | Exercise/Grant Price | Vesting | Remaining Schedule |
|---|---|---|---|---|---|
| 7/22/2019 | Options | 20,000 | $5.61 | 20% annually over 5 yrs | Fully vested . |
| 7/21/2020 | Options | 20,000 | $4.26 | 20% annually over 5 yrs | 4,000 in FY2026 . |
| 7/19/2021 | Options | 20,000 | $7.66 | 20% annually over 5 yrs | 4,000 in FY2026–FY2027 . |
| 7/19/2021 | Restricted Stock | 20,000 | N/A | 3 equal annual tranches | Fully vested . |
| 7/18/2022 | Options | 20,000 | $15.60 | 20% annually over 5 yrs | 4,000 in FY2026–FY2028 . |
| 7/18/2022 | Restricted Stock | 20,000 | N/A | 3 equal annual tranches | Final 6,667 in FY2026 . |
| 7/17/2023 | Options | 20,000 | $15.51 | 20% annually over 5 yrs | 4,000 in FY2026–FY2029 . |
| 7/17/2023 | Restricted Stock | 20,000 | N/A | 3 equal annual tranches | 6,667 in FY2026–FY2027 . |
| 7/22/2024 | Options | 20,000 | $11.89 | 20% annually over 5 yrs | 4,000 in FY2026–FY2030 . |
| 7/22/2024 | Restricted Stock | 20,000 | N/A | 3 equal annual tranches | 6,666–6,667 in FY2026–FY2028 . |
Option moneyness reference: At FY2025 year-end stock price of $8.95, strikes at $4.26, $5.61, $7.66 are in-the-money; $11.89, $15.51, $15.60 are out-of-the-money .
Investment Implications
- Alignment and control: Richardson’s 61.4% voting power via Class B shares and large common stake tightly align him with long-term equity value but concentrate control; governance mitigants include a lead independent director and independent committees, though “controlled company” status reduces certain requirements .
- Incentive design: Cash bonuses tied to revenue, operating income, and cash/investment activity with capped payouts and voluntary bonus target reductions signal discipline; equity grants with multi-year vesting create retention but near-term selling pressure looks modest given unexercised, out-of-the-money option tranches and staged restricted stock vesting .
- Risk/return profile: FY2025 net loss and post-FY2023 revenue reset highlight execution risk; however, TSR outperformed the peer group in FY2025, and clawback and anti-hedging policies strengthen pay-for-performance governance; absence of related party transactions reduces conflict risk .
- Trading signals: Upcoming vesting cadence (FY2026–FY2028 restricted stock and option vesting) offers a calendar for potential insider sales; monitor Form 4 activity and say-on-pay outcomes in 2026+ for sentiment shifts, and track equity plan share authorization expansion impacts on dilution .