Robert Kluge
RICHARDSON ELECTRONICSAbout Robert Kluge
Independent director at Richardson Electronics (RELL) since October 2017; age 79. Background spans senior leadership in diagnostic imaging components—President of Imaging Components Business and Corporate SVP at Varian Medical Systems (1993–2014), GM of X-Ray Products at Picker International (1988–1993), and management roles at GE Medical Systems starting in 1973. Education: B.S. in Economics and MBA in Finance, University of Wisconsin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varian Medical Systems, Inc. | General Manager; later President, Imaging Components; Corporate Senior VP | Feb 1993–Feb 2014 | Led design and manufacturing of CT tubes and flat-panel detectors; senior P&L and strategy responsibility |
| Picker International | GM, X-Ray Products; oversight for diagnostic X-Ray systems and tubes | 1988–1993 | Oversaw product lines across Radiographic, R&F, Vascular applications |
| GE Medical Systems | Service Business Marketing Manager; GM Marketing & Strategy, X-Ray Tube | 1973–1988 (started 1973) | Marketing/strategy leadership in X-ray tubes; Financial Management Program alum |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public-company directorships disclosed in the proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Audit Committee determined Kluge is independent under Nasdaq standards |
| Committees | Audit; Compensation & Governance; Nominating (member, not chair) |
| Committee Chairs | Audit Chair: Paul Plante; Compensation & Governance Chair: Paul Plante; Nominating Chair: Paul Plante; Executive Committee Chair: Edward Richardson |
| Lead Independent Director | Paul Plante; chairs executive sessions of non-management directors |
| Board/Committee Meetings FY2025 | Board: 4; Audit: 4; Compensation & Governance: 4; Nominating: 1 |
| Attendance | Each director attended at least 75% of Board and committee meetings during service period in FY2025 |
| Controlled Company | Company utilizes Nasdaq “Controlled Company” exemption; CEO beneficially controls ~61% of voting rights |
Fixed Compensation
| Component | Amount/Policy | FY2025 Actual (Kluge) |
|---|---|---|
| Quarterly cash retainer | $4,500 per quarter | Included in fees |
| Meeting fees | $1,000 per Audit Committee meeting; $750 per Board/other committee meeting | Included in fees |
| Audit Chair premium | +$1,500 per quarter (not applicable to Kluge) | N/A |
| Restricted Stock—Initial | $50,000 grant value at director onboarding | N/A (prior periods) |
| Restricted Stock—Annual | $50,000 grant value each fiscal year; fully vested at grant; awarded after FY end, no later than Aug 1 | $50,009 |
| Stock Ownership Guideline | Minimum $150,000; at least $100,000 purchased outside retainer awards; attain by Aug 1, 2027 | Compliance assessed annually (director-specific status not disclosed) |
| FY2025 Director Compensation (Kluge) | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 29,500 |
| Restricted Stock Awards (fair value) | 50,009 |
| Total | 79,509 |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked director pay | None disclosed; non-employee director equity is time-based restricted stock, fully vested at grant |
| Performance metrics | Not applicable to directors (executive metrics include revenue, operating income, cash/investment activity; for NEOs only) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public-company boards | None disclosed for Kluge |
| Compensation Committee Interlocks | None; all Compensation & Governance Committee members independent; no insider participation |
Expertise & Qualifications
- Deep domain expertise in diagnostic imaging components, CT tubes, flat-panel detectors; senior operating and strategy roles across leading OEMs .
- Finance and strategy training (MBA Finance), with GE’s Financial Management Program; seasoned in marketing, P&L management .
- Brings industry supply chain and product design oversight relevant to RELL’s PMT businesses .
Equity Ownership
| Component | Shares/Value | Notes |
|---|---|---|
| Total beneficial ownership | 85,345 shares | |
| Common shares owned | 39,000 | |
| Options exercisable ≤60 days | 37,000 | |
| Restricted stock (fully vested) | 9,345 | |
| Ownership % of common | <5% (not a 5% holder) | |
| Market value of direct + RS shares | ~$432,885 (48,345 × $8.95) | |
| Pledged shares | No pledging disclosed | |
| Hedging | Company prohibits hedging by directors, officers, employees | |
| Ownership guidelines | $150,000 minimum; $100,000 purchased outside retainer; compliance confirmed annually by Aug 1; director-specific compliance not disclosed |
Governance Assessment
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Strengths:
- Independent director across all core committees (Audit, Compensation & Governance, Nominating), enhancing oversight coverage .
- Relevant industry and operating expertise aligned to RELL’s business, bolstering board effectiveness in technology and manufacturing domains .
- Director equity and ownership guidelines introduced in FY2025 improve alignment; Kluge’s disclosed holdings imply substantial “skin in the game” by value, though the $100k purchase test is not confirmed .
- No related-party transactions; clean Section 16 compliance in FY2025 .
-
Risk indicators and potential red flags:
- Controlled company status (CEO ~61% voting power) and combined Chair/CEO roles concentrate power; mitigated by a lead independent director and executive sessions but remains a governance risk for minority shareholders .
- Director meeting attendance disclosure is minimum threshold (“≥75%”); lack of precise attendance rates reduces transparency on engagement .
- Director restricted stock is fully vested at grant, which may dilute long-term retention incentives versus time-vest/restricted units; the ownership guideline partially offsets this concern .
-
Overall implication:
- Kluge’s independence, committee breadth, and industry expertise support board effectiveness. The main governance headwind is RELL’s controlled-company structure and combined leadership, which places a premium on robust independent committee oversight—roles in which Kluge participates .
Notes and References
- Committees, independence, and board structure: .
- Biography, qualifications, education, age, tenure: .
- Controlled company disclosure: .
- Director compensation program, fees, ownership guidelines: .
- FY2025 director compensation (Kluge): .
- Security ownership breakdown: .
- Price reference for market value: $8.95 closing price at FY2025 end .
- Related-party transactions: none for FY2025 .
- Section 16 compliance: timely filings in FY2025 .
- Say-on-pay context (program alignment, not director-specific): approved at 2024 meeting; annual say-on-pay cadence .