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Paul J. Plante

Lead Independent Director at RICHARDSON ELECTRONICSRICHARDSON ELECTRONICS
Board

About Paul J. Plante

Independent director of Richardson Electronics (RELL) since October 2011; currently serves as Lead Independent Director and is designated an “Audit Committee Financial Expert” under SEC rules . Age 67 with a career spanning finance and operations in electronics manufacturing, including prior CEO, COO, and CFO roles; licensed CPA with a degree in accounting . As lead director, he liaises with the CEO, helps set board agendas, and chairs executive sessions of non‑management directors . Each director, including Mr. Plante, attended at least 75% of Board and committee meetings in fiscal 2025 .

Past Roles

OrganizationRoleTenureCommittees/Impact
Reptron Electronics, Inc.President & CEO; Director2004–2007Led company through successful pre‑arranged Chapter 11 reorganization; strengthened balance sheet and liquidity without significant loss of customers, employees, or suppliers .
Reptron Electronics, Inc.President & COO1994–2004Managed electronics manufacturing operations, medical focus .
Reptron Electronics, Inc.CFOPre‑1994Financial leadership prior to COO/CEO roles .
K‑Byte, Inc.CFOPre‑1994Software and electronics manufacturer; financial leadership .
Kimball Electronics GroupVP, Medical Industry SolutionsFeb 2007–May 2008Post‑acquisition integration of Reptron’s business .
Florida Fresh Vending, LLCFounder & OwnerDec 2008–Mar 2022Built statewide vending business; sold to Cardinal Vending & Markets in Mar 2020 .
Electronics industryConsultantSince 2008Advisory services to electronics companies .

External Roles

OrganizationRoleTenureNotes
SigmaTron International, Inc.Director (public company)Not statedCurrent outside public company directorship .
Cardinal Vending & Markets, LLCDirector & Consultant (private)Since Mar 2020Buyer of Florida Fresh Vending; ongoing advisory role .
Florida Fresh Vending, LLCFounder/Owner (private)2008–2022Sold to Cardinal Vending & Markets in Mar 2020 .

Board Governance

  • Independence: Board determined Mr. Plante is independent under Nasdaq standards; all members of Audit, Compensation & Governance, and Nominating committees were independent in FY2025 .
  • Lead Independent Director: Selected by the Board; sets agendas with the Chair/CEO, chairs executive sessions, channels feedback to management . Executive sessions of non‑management directors occur regularly .
  • Attendance: Board held 4 regular meetings; each director attended at least 75% of Board and committee meetings in FY2025 .
  • Committee assignments (FY2025): Audit (Chair), Compensation & Governance (Chair), Nominating (Chair), Executive (Member) .
CommitteeRoleFY2025 Meetings
AuditChair4 meetings
Compensation & GovernanceChair4 meetings
NominatingChairNot disclosed
ExecutiveMember0 meetings in FY2025

Fixed Compensation

Program structure for non‑employee directors (adopted FY2025): quarterly cash retainer $4,500; Audit Committee Chair additional quarterly retainer $1,500; meeting fees: $1,000 per Audit Committee meeting and $750 per Board/other committee meeting; initial restricted stock award $50,000; annual restricted stock award $50,000 at fiscal year‑end, fully vested at grant .

FY2025 DirectorFees Earned or Paid in Cash ($)Restricted Stock Awards ($)Total ($)
Paul J. Plante35,500 50,009 85,509

Performance Compensation

  • Director equity awards are time‑vested and fully vested at grant; no performance‑conditioned equity disclosed for directors .
Performance MetricWeight/TargetOutcome/Payout Basis
None disclosed for non‑employee director compensationDirector equity grants fully vested at grant; no performance metrics specified .

Note: Company discloses executive compensation performance metrics (operating income, revenue, cash and investing targets), but these apply to Named Executive Officers, not to non‑employee directors .

Other Directorships & Interlocks

CompanyTypeRoleInterlock/Conflict Disclosure
SigmaTron International, Inc.PublicDirectorNo related‑party transactions with RELL disclosed for FY2025 .

Expertise & Qualifications

  • Financial expertise: Licensed CPA; designated “Audit Committee Financial Expert” under SEC rules .
  • Industry leadership: Decades in electronics manufacturing; prior CEO/COO/CFO at Reptron; integration experience post‑acquisition at Kimball Electronics .
  • Restructuring experience: Led Reptron through a successful pre‑arranged Chapter 11 with no significant loss of customers, employees, or suppliers .
  • Governance leadership: Lead Independent Director; chairs Audit, Compensation & Governance, and Nominating committees .

Equity Ownership

As of August 8, 2025.

HolderCommon Shares Beneficially OwnedDetails% of CommonNotes
Paul J. Plante28,168 Includes 10,000 options exercisable within 60 days, 8,823 common shares, and 9,345 restricted stock awards fully vested as of July 21, 2025 .* (<5%) Voting power one vote per common share .

Stock ownership guidelines for directors: Minimum investment $150,000, of which $100,000 must be purchased outside retainer awards; compliance required by August 1, 2027; compliance checked annually on August 1 .

Governance Assessment

  • Strengths: Independent director; serves as Lead Independent Director; chairs key oversight committees (Audit; Compensation & Governance; Nominating); designated Audit Committee Financial Expert; satisfactory attendance; no related‑party transactions reported for FY2025 .
  • Potential concerns to monitor:
    • Combined Chair/CEO roles at RELL (mitigated by a robust lead independent director structure and regular executive sessions chaired by Mr. Plante) .
    • Director equity grants are fully vested at grant, which may reduce performance and retention linkage versus PSU frameworks; however, ownership guidelines (minimum $150,000) are intended to support alignment .
  • Alignment: Beneficial ownership disclosed; director ownership guidelines impose a clear minimum and purchase requirement by August 1, 2027; individual compliance status is not disclosed in the proxy .

Related‑Party Exposure and Conflicts

  • Policy/Process: Related‑party transactions involving directors are reviewed and must be approved by the Audit Committee; standards guided by the Code of Conduct .
  • FY2025: No related‑party transactions disclosed (none involving Mr. Plante reported) .

Director Compensation Policy Snapshot (Structural Elements)

ElementAmount/Terms
Quarterly cash retainer$4,500 per quarter
Audit Chair retainerAdditional $1,500 per quarter
Meeting fees$1,000 per Audit Committee meeting; $750 per Board/other committee meeting
Initial equity$50,000 restricted stock (grant‑date value)
Annual equity$50,000 restricted stock (grant‑date value), granted after fiscal year end but no later than August 1; fully vested at grant
Ownership guideline$150,000 minimum investment; $100,000 purchased outside retainer awards; compliance by August 1, 2027