Kenneth Halverson
RICHARDSON ELECTRONICSAbout Kenneth Halverson
Independent director of Richardson Electronics since October 2013; age 73. Background spans senior roles in healthcare group purchasing and medical equipment leasing/remarketing, now principal at Halverson Consulting, LLC. MBA in Finance from Northwestern University’s Kellogg School of Management. Core credentials: healthcare procurement and cost management (MedAssets), capital equipment leasing and secondary markets (Comdisco), and technology/finance experience useful for audit and compensation oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Halverson Consulting, LLC | Consultant | 2009–present | Advises across healthcare/technology; independent perspective for board deliberations . |
| MedAssets, Inc. (large GPO) | Senior Vice President | 1999–2009 | Drove hospital cost reduction programs; relevant to margin discipline and procurement . |
| Comdisco, Inc. | SVP; President, Healthcare Group | 1984–1999 | Led leasing of imaging/clinical equipment; expertise in asset lifecycle and capital allocation . |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Red Pine Camp Foundation | Board Member | Non-profit | Only external board disclosed in the 2025 proxy . |
No current public company directorships or public-board committee roles are disclosed for Halverson in the 2025 proxy, limiting interlock risk and external time commitments .
Board Governance
- Independence: Board determined Halverson is independent under Nasdaq rules; all Audit, Compensation & Governance, and Nominating members are independent .
- Attendance: Board met 4 times in FY2025; each director attended at least 75% of aggregate Board and committee meetings during their service period .
- Executive sessions: Non-management directors meet in executive session during each regularly scheduled Board meeting; Lead Independent Director (Paul Plante) presides .
- Leadership structure: CEO and Chair roles combined (Edward J. Richardson); Paul Plante serves as Lead Independent Director .
- Controlled company context: Company uses Nasdaq “Controlled Company” exemption for the Nominating Committee charter; CEO beneficially controls ~61% of voting rights, an overarching governance consideration .
Committee assignments (FY2025):
| Committee | Member? | Chair? | FY2025 Meetings |
|---|---|---|---|
| Audit | Yes | No | 4 |
| Compensation & Governance | Yes | No | 4 |
| Nominating | Yes | No | 1 |
| Executive | No | No | 0 |
Compensation Committee interlocks: None; no RELL executive served on another company’s comp committee where a member served on RELL’s comp committee in FY2025 .
Related-party transactions: None in FY2025 (reduces conflict risk) .
Fixed Compensation (Director)
Program terms (non-employee directors):
- Quarterly cash retainer: $4,500; meeting fees: $1,000 per Audit meeting, $750 per Board/other committee meeting; Audit Chair receives an additional $1,500 quarterly retainer .
- Equity: Initial Restricted Stock Award ($50,000 grant-date value) and Annual Restricted Stock Award ($50,000 at fiscal year-end), fully vested on grant; shares issued after fiscal year-end but no later than August 1 .
- Stock ownership guideline: Minimum $150,000 in RELL stock, of which $100,000 must be purchased outside of retainer awards; compliance by August 1, 2027; reviewed annually on August 1 .
FY2025 Director Compensation – Kenneth Halverson:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 29,500 |
| Restricted Stock Awards (grant-date fair value) | 50,009 |
| Total | 79,509 |
Performance Compensation (Director)
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual Equity (Restricted Stock) | Fixed-value grant | None disclosed for directors | Fully vested at grant; standard award terms apply . |
No performance-conditioned equity or options are part of the current non-employee director program; existing director stock options for certain directors reflect prior awards, not current program design .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Halverson in 2025 proxy . |
| Prior public company boards | Not disclosed for Halverson . |
| Non-profit/other boards | Red Pine Camp Foundation (board member) . |
| Compensation committee interlocks | None reported for FY2025 . |
Expertise & Qualifications
- Healthcare cost management and GPO operations (MedAssets): relevant to customer procurement dynamics and margin levers .
- Capital equipment leasing/remarketing (Comdisco): informs asset utilization, capital structure, and resale market dynamics .
- Finance credentials (Kellogg MBA in Finance): strengthens audit/compensation oversight .
- Determined independent under Nasdaq; broad committee exposure (Audit, Compensation & Governance, Nominating) supports cross-functional governance .
Equity Ownership
As of record date August 8, 2025:
| Measure | Amount |
|---|---|
| Total beneficial ownership (common) | 48,545 shares; <5% of common outstanding . |
| Composition detail | 30,000 options exercisable within 60 days; 9,200 common shares; 9,345 fully vested restricted shares (as of July 21, 2025) . |
| Class B ownership | None disclosed . |
| Pledging | No pledging disclosed in proxy; company prohibits hedging; insider trading policy in place . |
Section 16 compliance: Directors, executive officers, and 10% holders complied timely with Section 16(a) reporting in FY2025; no delinquencies reported .
Governance Assessment
Strengths
- Independent director with deep healthcare procurement and capital equipment expertise; sits on all key independent committees (Audit; Comp & Governance; Nominating) .
- Solid engagement baseline: at least 75% attendance of Board/committee meetings in FY2025 for all directors; Board and Audit/Comp committees met regularly .
- Clean conflicts profile: no related-party transactions in FY2025; no compensation committee interlocks; timely Section 16 compliance .
- Ownership alignment mechanisms: mandatory director stock ownership guideline ($150k, with $100k purchased outside retainer) and recurring equity grants; hedging prohibited .
Watch items / RED FLAGS
- Controlled company risk: CEO/Chair controls ~61% of voting rights; Nominating operates under controlled-company exemption—independence preserved in practice, but concentration of control can limit minority shareholder influence .
- Combined CEO/Chair: mitigated by a Lead Independent Director and routine executive sessions, but still a governance consideration for some investors .
- Director equity vests immediately and is not performance-based, which may reduce direct pay-for-performance linkage for directors (common market practice, but notable for alignment purists) .
Signals for investors
- Committee workload and independence (Audit, Comp & Governance, Nominating) indicate active oversight where Halverson contributes domain expertise in cost control and asset management .
- Ownership guidelines requiring out-of-pocket share purchases by 2027 enhance skin-in-the-game beyond retainer stock, a positive alignment feature .