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Jens F. Ruppert

Executive Vice President and General Manager, Canvys at RICHARDSON ELECTRONICSRICHARDSON ELECTRONICS
Executive

About Jens F. Ruppert

Executive Vice President and General Manager, Canvys at Richardson Electronics (since July 2015; age 52), with prior leadership roles across medical display and operating room equipment businesses in Europe and the U.S. . Company performance context during FY 2025: revenue rose 6.3% to $208.9M with gross margin at 31.0%, though the company reported a net loss of $1.143M; a $100 TSR investment stood at $241 versus a peer group $139 . FY 2024 revenue was $196.5M with net income of $61k and a $100 TSR value of $295 .

Past Roles

OrganizationRoleYearsStrategic Impact
Envinet GmbH (Germany)Managing DirectorPre-2015Led a high-tech company; relevant for engineering/manufacturing execution in industrial/medical markets
NDS Surgical Imaging (U.S.)VP & GM (also multiple management roles)2006–2013 (VP/GM 2010–2013)Grew medical display/OR equipment lines; direct relevance to Canvys custom display solutions
Heraeus-Med (Maquet/Getinge)Management rolesPrior to 2006Deep operating room/medical equipment exposure; supplier/customer alignment
Gebrueder Martin (KLS Martin Group)Management rolesPrior to 2006Surgical equipment market expertise; product lifecycle and certification familiarity

External Roles

No current public company directorships or external roles disclosed .

Fixed Compensation

MetricFY 2021FY 2022FY 2023FY 2024FY 2025
Base Salary ($)294,012 292,603 280,639 302,464 314,435
Perquisites ($)18,700 (car lease) 20,522 (car lease) 16,936 (car lease) 16,431 (car lease) 16,711 (car lease)
Total Cash ($)405,055 445,047 427,769 370,562 450,175

Performance Compensation

Annual Cash Incentive – FY 2025

MetricWeightingTarget Eligible ($)Achievement (%)Earned ($)Vesting/Payment
Operating IncomeNot disclosed (applied)39,034 75.0 29,276 Cash (annual)
Canvys Operating IncomeNot disclosed (applied)117,101 77.5 90,753 Cash (annual)
Total Non-Equity Incentive ($)120,029 Cash (annual)

Annual Cash Incentive – FY 2024

MetricWeightingTarget Eligible ($)Achievement (%)Earned ($)Vesting/Payment
Operating IncomeNot disclosed (applied)37,576 25.0 9,394 Cash (annual)
Canvys Operating IncomeNot disclosed (applied)112,729 37.5 42,273 Cash (annual)
Total Non-Equity Incentive ($)51,667 Cash (annual)

Long-Term Incentives

Grant DateTypeShares/OptionsExercise/Base Price ($)Grant-Date Fair Value ($)Vesting
7/22/2024Stock Options10,000 11.89 49,500 20% annually over 5 years
7/17/2023Stock Options10,000 15.51 63,300 20% annually over 5 years
7/18/2022Stock Options10,000 15.60 20% annually over 5 years
Prior grantsRestricted Stock (historical)10,000 (7/19/2021) Base at grant; 3 tranches76,600 (FY22) 3 equal annual installments

Upcoming vesting cadence from current option grants (subject to service): 2,000 options per fiscal year across FY 2026–FY 2030 for the 7/22/2024 grant; 2,000 per year across FY 2025–FY 2029 for the 7/17/2023 grant; 2,000 per year across FY 2026–FY 2029 for the 7/18/2022 grant .

Equity Ownership & Alignment

MetricFY 2024FY 2025
Beneficial Ownership (shares)58,500 (incl. 21,000 options exercisable within 60 days; 37,500 restricted stock awards) 68,500 (incl. 29,000 options exercisable within 60 days; 39,500 restricted stock awards)
Ownership % of Common~0.47% (58,500 / 12,324,245) ~0.55% (68,500 / 12,432,959)
Options – Exercisable (by grant)6,000 @ $9.10 (8/20/28), 1,000 @ $5.61 (7/22/29), 3,000 @ $4.26 (7/21/30), 2,000 @ $7.66 (7/19/31), 2,000 @ $15.60 (7/18/32), 2,000 @ $15.51 (7/17/33) 6,000 @ $9.10 (8/20/28), 2,000 @ $5.61 (7/22/29), 4,000/1,000 @ $4.26 (7/21/30), 3,000/2,000 @ $7.66 (7/19/31), 4,000/6,000 @ $15.60 (7/18/32), 2,000/8,000 @ $15.51 (7/17/33), 10,000 unexercisable @ $11.89 (7/22/34)
Restricted Stock Unvested3,334 (market value $37,307 as of 5/31/2024) None outstanding at FY-end
Hedging/PledgingHedging prohibited; no pledging disclosed

Note: Option awards vest 20% annually over five years and restricted stock vests in three equal annual installments .

Employment Terms

  • Agreement dated August 1, 2015; role: EVP & GM, Canvys; initial base €200,000; target bonus up to 50% of base .
  • Term: indefinite; termination by either party without notice (in writing). If terminated by the Company for reasons other than misconduct: severance equal to six times monthly base salary at termination .
  • Potential payments table (as of FY 2025): Termination without Cause by Company $162,395 . FY 2024 comparable figure: $156,332 .
  • Clawback policy in place for executive incentives (fraud/illegal conduct; material restatement) .
  • Hedging prohibited . No executive-specific stock ownership guidelines disclosed.

Investment Implications

  • Pay-for-performance alignment: Annual incentives tied directly to operating income and Canvys segment profitability; FY 2025 payout ($120k) reflects strong Canvys operating income execution vs targets while corporate revenue/cash metrics are not applied to Ruppert, reducing misalignment risk with segment focus .
  • Retention and selling pressure: No RSUs outstanding at FY-end reduces near-term forced selling risk; options vesting 2,000/year across multiple grants through FY 2030 create periodic incremental liquidity—with hedging prohibited and no pledging disclosed—suggesting moderate ongoing alignment without leverage risk .
  • Severance economics: Indefinite-term contract with a relatively modest severance (six months’ base equivalent) limits change-of-control windfall risk; no special CoC triggers disclosed for Ruppert .
  • Governance and clawbacks: Formal clawback and insider trading policies, plus prohibited hedging, enhance alignment and reduce headline risk; no related party transactions in FY 2025 .
  • Company context: FY 2025 revenue growth (+6.3%) and improved gross margin (31.0%) support segment investment, but net loss and Healthcare asset sale (loss recorded) indicate execution challenges; Canvys growth and profitability underpin Ruppert’s cash incentive outcomes .

Appendix – Supplemental Tables

Summary Compensation (Multi-Year)

Component ($)FY 2021FY 2022FY 2023FY 2024FY 2025
Salary294,012 292,603 280,639 302,464 314,435
Restricted Stock Awards42,600 76,600
Option Awards2,450 7,500 54,400 63,300 49,500
Non-Equity Incentive111,043 152,444 147,130 51,667 120,029
All Other Compensation18,700 20,522 16,936 16,431 16,711
Total468,805 549,669 499,105 433,862 500,675

Outstanding Equity Awards (FY 2025)

TypeExercisable (#)Unexercisable (#)Exercise Price ($)Expiration
Options6,000 9.10 8/20/2028
Options2,000 5.61 7/22/2029
Options4,000 1,000 4.26 7/21/2030
Options3,000 2,000 7.66 7/19/2031
Options4,000 6,000 15.60 7/18/2032
Options2,000 8,000 15.51 7/17/2033
Options10,000 11.89 7/22/2034
Restricted Stock— (none outstanding)

Company Performance Context (PvP)

MetricFY 2021FY 2022FY 2023FY 2024FY 2025
Revenue ($000s)176,937 224,620 262,658 196,460 208,909
Net Income ($000s)1,655 17,927 22,333 61 (1,143)
$100 TSR Value213 356 449 295 241
Peer Group $100 TSR178 134 119 119 139

Governance & Policies

  • Clawback policy filed as Exhibit 97.1 to FY 2025 10-K; insider trading policy filed as Exhibit 19.1 .
  • Hedging prohibited; no related party transactions FY 2025 .
  • No legal proceedings disclosed in FY 2025 10-K .

Say-on-Pay & Committee

  • Say-on-pay approved (advisory) at 2024 meeting; annual frequency adopted; FY 2025 program unchanged due to prior approval .
  • Compensation Committee did not retain consultants; relied on public data; determined market had not changed significantly (FY 2024/2025) .

Notes

  • Ruppert’s role and tenure: EVP & GM, Canvys since July 2015 .
  • Ownership counts include options exercisable within 60 days and restricted stock awards, per proxy methodology .
  • Option awards generally vest 20% annually over five years; restricted stock vests in three equal annual installments .

Investment Implications

  • Segment-linked incentives and clawback mechanisms lower pay inflation risk and enhance pay-for-performance alignment.
  • Upcoming option vesting provides periodic alignment and limited selling pressure risk given absence of RSU overhang and prohibited hedging; no pledging disclosed.
  • Modest severance terms and absence of explicit CoC accelerations for Ruppert reduce parachute risk; focus remains on segment execution and profitability.

All data above is sourced from Richardson Electronics’ 2025 and 2024 DEF 14A and the FY 2025 10-K .