Robert J. Ben
Executive Vice President, Chief Financial Officer, Chief Accounting Officer and Corporate Secretary at 
RICHARDSON ELECTRONICS
RICHARDSON ELECTRONICSExecutive
About Robert J. Ben
Robert J. Ben, age 60, serves as Executive Vice President, Chief Financial Officer, Chief Accounting Officer, and Corporate Secretary of Richardson Electronics (RELL). He has held the CFO role since August 2015 and assumed Chief Accounting Officer in October 2016, following senior finance roles at Cobra Electronics from 2000–2014 . Company performance context during FY2021–FY2025: revenue rose from $176.9M to $208.9M, while net income moved from $1.7M to a net loss of $1.1M; the company’s cumulative TSR (value of an initial $100 investment) ranged from $213 (FY2021) to $241 (FY2025) versus peer group $178 (FY2021) to $139 (FY2025) . Ben’s FY2025 pay was $656,508, with bonus metrics tied to revenue, operating income, and cash/investment activity outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Richardson Electronics | EVP, CFO; Chief Accounting Officer; Corporate Secretary | CFO since Aug 2015; CAO since Oct 2016 | Finance leadership through multi-year growth cycles; supported portfolio streamlining including Healthcare divestiture in Jan 2025 [23] [24] |
| Cobra Electronics Corporation | SVP & CFO | 2011–2014 | Led corporate finance, controls, and reporting at a consumer electronics firm |
| Cobra Electronics Corporation | VP & Corporate Controller | 2008–2011 | Strengthened controllership and compliance framework |
| Cobra Electronics Corporation | Senior Corporate Controller | 2006–2008 | Advanced corporate accounting oversight |
| Cobra Electronics Corporation | Corporate Controller | 2000–2006 | Built foundational accounting processes and reporting discipline |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cobra Electronics Corporation | Senior finance leadership (Controller → SVP & CFO) | 2000–2014 | Progressive responsibility culminating as CFO; deep experience in financial management and reporting |
Fixed Compensation
- Employment agreement initial base salary: $270,000 (Aug 4, 2015); bonus opportunity up to 50% of base at hire .
- Base salary rates approved by the Committee: $329,197 (FY2023), $342,727 (FY2024), $356,813 (FY2025) .
- FY2025 severance framework for Ben equals one year of base pay upon termination without cause or change-in-control with termination by executive ($356,813) .
Summary Compensation Table – Robert J. Ben (FY2021–FY2025)
| Metric ($) | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Salary | 302,465 | 311,589 | 325,580 | 339,605 | 353,833 |
| Restricted Stock Awards | 31,950 | 57,450 | 117,000 | — | 89,175 |
| Option Awards | 3,675 | 11,250 | 54,400 | 63,300 | 49,500 |
| Non-Equity Incentive (Annual Bonus) | 110,735 | 119,853 | 168,780 | 64,812 | 140,671 |
| All Other Compensation | 18,277 | 20,291 | 22,199 | 23,186 | 23,329 |
| Total | 467,102 | 520,433 | 687,959 | 490,903 | 656,508 |
Performance Compensation
Annual Cash Incentive – FY2025 (CFO plan)
- Metrics and weightings: Revenue 33%; Operating Income 33%; Cash & Investment Activity 33% .
- Target bonus dollars: $133,805; Threshold $33,451; Maximum $200,707 (Plan-Based Awards) .
- Actual achievement and payout components for Ben :
- Revenue: 85% achieved; Eligible $42,841; Earned $36,415
- Operating Income: 75% achieved; Eligible $42,841; Earned $32,131
- Cash & Investment Activity: 110% achieved; Eligible $42,841; Earned $47,125
- Project bonus: Healthcare Asset Sale Project bonus $25,000 (paid in addition to annual incentive) .
- Clawback: Committee-approved policy allowing recovery in case of fraud/illegal conduct or if a restatement occurs due to material non-compliance; formal clawback filed as Exhibit 97.1 to FY2025 10-K .
Detailed FY2025 Annual Incentive Outcome – Robert J. Ben
| Metric | Weighting | Target ($) | Achievement (%) | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Revenue | 33% | 42,841 | 85.0% | 36,415 | Cash payout; no vesting |
| Operating Income | 33% | 42,841 | 75.0% | 32,131 | Cash payout; no vesting |
| Cash & Investment Activity | 33% | 42,841 | 110.0% | 47,125 | Cash payout; no vesting |
| Project Bonus | — | 25,000 | N/A | 25,000 | Cash payout; no vesting |
Equity Grants – FY2025
| Grant Type | Grant Date | Shares/Units | Exercise/Base Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (RSUs) | 7/22/2024 | 7,500 | $11.89/sh | 138,675 | Shares vest annually on grant anniversary |
| Stock Options (Nonqualified) | 7/22/2024 | 10,000 | $11.89 | 49,500 | Vesting over period; anniversary schedule |
Option Exercises and Stock Vested – FY2025
| Item | Amount |
|---|---|
| Options exercised | 2,500 shares; value realized $19,493 |
| RSUs vested | 5,000 shares; value realized $58,375 |
Hedging/Pledging Policies
- Hedging: RELL maintains a formal policy prohibiting directors, officers, and employees from hedging Company stock .
- Pledging: No pledging disclosures found; insider trading policy is in place and filed with FY2025 10-K .
Equity Ownership & Alignment
Beneficial Ownership (as of Aug 8, 2025)
| Component | Quantity |
|---|---|
| Total beneficial ownership (common) | 83,534 shares (includes items below) |
| Options exercisable within 60 days | 21,500 shares |
| Common shares held | 5,000 shares |
| Restricted stock awards | 57,034 awards |
| Ownership % of common shares outstanding | ~0.58% (83,534 / 14,482,130) |
- Shares outstanding (for % calc): 14,482,130 .
- Stock ownership guidelines: Adopted for non-employee directors (minimum $150,000 investment, with $100,000 purchased outside retainer awards; attainment by Aug 1, 2027). Executive-specific ownership guidelines not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | Aug 4, 2015 (EVP, CFO & Corporate Secretary); CAO role since Oct 16, 2016 |
| Initial base salary | $270,000; bonus opportunity up to 50% of base at hire |
| Term | 3-year term; auto-renews annually unless written non-renewal within 60 days of expiry; at-will status |
| Voluntary termination notice | 60 days by executive |
| Non-compete | 1 year post-termination for any reason |
| Severance (termination without cause) | 12 months of then annual base salary; $356,813 (FY2025 assumption) |
| Change-in-control with termination by executive | $356,813 (FY2025 assumption) |
| Clawback | Executive compensation clawback policy aligned with SEC/Nasdaq; restatement and misconduct triggers |
Performance & Track Record
Company Performance (context during recent years)
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Revenue ($) | 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) |
| Value of $100 Investment (Company TSR) | 213 | 356 | 449 | 295 | 241 |
| Value of $100 Investment (Peer Group) | 178 | 134 | 119 | 119 | 139 |
Selected Corporate Events
- Portfolio action: DirectMed Imaging acquired Richardson Healthcare; RELL announced strategic transaction for its Imaging/Healthcare unit on Jan 24, 2025 [23] [24].
Compensation Structure Analysis
- Mix and trends: FY2025 included cash incentive ($140,671) alongside equity awards (RSU $89,175; options $49,500); year-over-year shifts reflect variable bonus outcomes tied to under/over-achievement on operating and cash metrics .
- Target bonus calibration: FY2025 plan-based target $133,805 with achievement varying 75–110% by metric, indicating at-risk pay responsive to performance .
- Governance controls: Formal clawback and hedging policy; Committee did not use external compensation consultants; target incentive percentages were reduced for certain executives including Mr. Ben in FY2025 .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay approved by stockholders; no significant changes in FY2025 program based on that feedback. Company will hold annual say-on-pay votes per 2023 say-on-frequency outcome .
Equity Instruments – Tax and Vesting Notes
- Nonqualified stock options: Taxable ordinary income upon exercise equal to FMV less strike; capital gain/loss on subsequent sale; withholding requirements apply .
- Restricted stock awards/RSUs: Tax at vesting unless 83(b) election; withholding may be satisfied by share reduction or other methods .
- Vesting cadence: Shares vest on the anniversary of grant date over the vesting period .
Investment Implications
- Alignment: Ben’s incentive metrics (Revenue, Operating Income, Cash & Investment) correlate with shareholder value drivers; clawback and hedging prohibitions strengthen alignment .
- Retention risk: Employment terms offer modest protection (1x base salary) and auto-renewal; non-compete of 1 year reduces immediate competitive exit risk .
- Insider selling pressure: FY2025 activity was limited (2,500 options exercised; RSUs vested 5,000), suggesting low near-term selling pressure; monitor ongoing Form 4s for trend changes .
- Pay-for-performance: FY2025 payout distribution (75–110% across metrics plus one-time project bonus) indicates the plan responded to mixed operating performance and liquidity priorities; observe whether FY2026 targets tighten given FY2025 net loss .
- Ownership: Ben’s ~0.58% beneficial stake (including options and RSAs per proxy methodology) provides skin-in-the-game, though below thresholds typical of founder-led firms; no pledging disclosed; director ownership guidelines exist, but executive guidelines not disclosed .