Wendy S. Diddell - Executive Vice President and Chief Operating Officer | RICHARDSON ELECTRONICS (RELL) Executive Profile & Compensation

About Wendy S. Diddell

Executive Vice President, Chief Operating Officer (since Dec 23, 2015) and director (since March 2021), age 60; MBA from the University of Southern Florida . She has led corporate development, Canvys, and direct responsibility for Richardson Healthcare (majority sold Jan 24, 2025) . Company performance during her senior tenure shows revenue peaked in FY2023 then normalized (FY2021–FY2025 revenue: $176.9M → $224.6M → $262.7M → $196.5M → $208.9M; FY2025 net loss of $1.14M; TSR index on a $100 base: $213 → $356 → $449 → $295 → $241) . Compensation design ties her annual bonus to revenue, operating income, and cash/investment activity, indicating operational alignment .

Past Roles

Organization	Role	Years	Strategic Impact
Richardson Electronics	COO; Executive Vice President	COO since 12/23/2015; EVP since 06/2007	COO oversight; EVP corporate development, operations continuity
Richardson Healthcare	Direct responsibility	03/13/2019–01/24/2025	Oversaw unit through sale of majority of business (Jan 24, 2025)
Richardson Electronics – Canvys	General Manager	06/2009–06/2015	Led medical display business operations
Richardson Electronics – Security Systems Division	EVP & GM; VP & GM; Consultant	EVP & GM 02/2006; VP & GM 06/2004; Consultant 07/2003	Division leadership and transformation

External Roles

None disclosed in the proxy for public-company board seats or external committee roles .

Fixed Compensation

Metric	FY2021	FY2022	FY2023	FY2024	FY2025
Salary Paid ($)	436,176	449,380	468,798	489,087	528,692
Base Salary Set ($)	—	—	476,655	496,245	545,870
Target Bonus % of Base	50% (per employment agreement)	50% (per employment agreement)	37.5% (voluntarily reduced)	37.5% (voluntarily reduced)	37.5% (voluntarily reduced)
Actual Non-Equity Incentive ($)	160,336	173,541	183,287	93,842	217,483 (incl. $50,000 Healthcare sale bonus)
All Other Compensation ($)	33,278	29,800	47,923	42,492	77,320

Notes:

All Other Compensation includes $12,000 car allowance, 401(k) match, imputed life insurance, and accrued termination payments ($14,856 in FY2021; $13,754 FY2022; $20,259 FY2023; $20,051 FY2024; $50,791 FY2025) .

Performance Compensation

Metric	Weighting (FY2025)	Target Basis	% Achievement (FY2025)	Eligible Payout ($)	Earned Payout ($)	Vesting/Timing
Revenue	33%	Annual plan	85.0%	62,031	52,726	Cash paid after year-end
Operating Income	33%	Annual plan	75.0%	62,031	46,523	Cash paid after year-end
Cash & Investment Activity	33%	Annual plan	110.0%	62,031	68,234	Cash paid after year-end
Discretionary Project Bonus	—	Healthcare Asset Sale	N/A	—	50,000	One-time cash

Program features:

Payout range: 0–110% of target based on results .
Clawback: Recovery for fraud/illegal conduct or restatement-driven erroneous incentive-based pay ; formal clawback policy adopted and filed with FY2025 10-K (Exhibit 97.1) .
Hedging prohibited for directors/officers/employees .

Equity Ownership & Alignment

Ownership Element	Detail
Total Beneficial Ownership	171,794 shares (includes 44,000 options exercisable within 60 days and 127,794 restricted stock awards)
Ownership % of Shares Outstanding	<5% (common stock class)
Options – Exercisable/Unexercisable	44,000 exercisable within 60 days; multiple grants outstanding (see tables below)
Restricted Stock – Unvested	40,001 shares; market value $358,009 at $8.95 (5/30/2025)
Stock Ownership Guidelines (Executives)	Not disclosed; non-employee director guidelines do not apply to employee directors
Pledging/Hedging	Hedging prohibited; no pledging disclosure found
2025 Equity Grants (7/22/2024)	20,000 RS; 20,000 options at $11.89 exercise price
2026 Equity Actions (7/21/2025)	20,000 RS; 20,000 options approved by Committee
FY2025 Exercises/Vesting	No option exercise; 20,000 RS vested ($238,666 value realized)

Outstanding Option Grants (as of FY2025 year-end)

Grant Date	Exercisable (#)	Unexercisable (#)	Exercise Price ($)	Expiration
07/22/2019	4,000	—	5.61	07/22/2029
07/21/2020	4,000	4,000	4.26	07/21/2030
07/19/2021	4,000	8,000	7.66	07/19/2031
07/18/2022	8,000	12,000	15.60	07/18/2032
07/17/2023	4,000	16,000	15.51	07/17/2033
07/22/2024	—	20,000	11.89	07/22/2034

Notes:

Options vest 20% annually over five years; 10-year term .
Repricing prohibited without shareholder approval .

Restricted Stock Awards – Unvested Holdings (as of FY2025 year-end)

Unvested RS (#)	Market Value ($)
40,001	358,009 (at $8.95 as of 5/30/2025)

Forward Vesting Schedule (Wendy S. Diddell)

Grant	Type	FY2026	FY2027	FY2028	FY2029	FY2030
07/21/2020	Options	4,000	—	—	—	—
07/19/2021	Options	4,000	4,000	—	—	—
07/18/2022	Options	4,000	4,000	4,000	—	—
07/17/2023	Options	4,000	4,000	4,000	4,000	—
07/22/2024	Options	4,000	4,000	4,000	4,000	4,000
07/18/2022	RS	6,667	—	—	—	—
07/17/2023	RS	6,667	6,667	—	—	—
07/22/2024	RS	6,666	6,667	6,667	—	—

Notes:

RS awards vest in three equal annual installments on grant anniversaries .

Employment Terms

Term	Detail
Agreement Dates	Employment agreement dated 06/01/2004; amended 12/23/2015
Position	Executive Vice President, Chief Operating Officer
Initial Base Salary & Bonus Opportunity	$185,000 base; bonus up to 50% of base (agreement terms)
Term & Termination	Indefinite, at-will; either party may terminate; company pays 12 months of then-annual base salary upon any termination
Non-Compete	1-year non-compete during employment and for one year after termination
Change-in-Control Economics (as of 5/31/2025)	$556,448 payment upon “Change in Control with Termination by Executive” (same amount for multiple termination scenarios)
Section 409A	Plan intends to avoid adverse tax consequences under 409A
Clawback & Insider Trading Policies	Clawback policy (Exhibit 97.1 to FY2025 10-K); insider trading policy filed (Exhibit 19.1 to FY2025 10-K)

Board Governance

Board Service: Director since March 2021; employee director; no additional director compensation beyond employee pay .
Committee Roles: Did not serve on any committee in FY2025 .
Independence: Non-employee directors are independent; she is not listed as independent .
Board Structure: CEO is also Chairman; Lead Independent Director (Paul Plante) chairs executive sessions; controlled company exemption used due to ~61% voting control by Edward J. Richardson .
Meetings: Board held four regular meetings in FY2025; each director attended at least 75% of meetings; executive sessions held at each regular meeting .

Director Compensation

Employee directors (including Ms. Diddell) receive no additional director compensation; non-employee director program includes $50,000 initial RS, $50,000 annual RS (fully vested at grant), cash retainers, and $150,000 stock ownership guideline (not applicable to employee directors) .

Performance & Track Record (Company Context)

Metric	FY2021	FY2022	FY2023	FY2024	FY2025
Revenue ($)	176,937,000	224,620,000	262,658,000	196,460,000	208,909,000
Net (Loss) Income ($)	1,655,000	17,927,000	22,333,000	61,000	(1,143,000)
TSR Index ($100 Base)	213	356	449	295	241

Compensation Structure Analysis

Mix shift: FY2025 base increased 10% to $545,870 while performance cash rose on strong cash/investment metrics and a $50,000 project bonus; continued annual RS and option grants maintain equity-at-risk alignment .
Performance metrics: Balanced weights (revenue, operating income, cash/investment activity); payout caps at 110% mitigate excessive risk-taking .
Governance safeguards: Clawback and hedging prohibitions; option repricing prohibited; however, Stock Plan allows optional tax reimbursement payments (potential gross-up risk) .
Benchmarking: Committee did not engage consultants; determined market hadn’t changed; applied merit increases and voluntary bonus target reductions (37.5% for FY2023–FY2025) .

Equity-Related Trading Pressure Indicators

Scheduled vesting in FY2026: 13,333 RS slated to vest; options add 20,000 incremental exercisability in FY2026 across grants, which may modestly increase tradable float, though FY2025 showed no option exercises by Ms. Diddell .
Unvested RS overhang: 40,001 shares that will vest through FY2028 provide ongoing equity alignment but can contribute to supply upon vest .

Say-on-Pay & Shareholder Feedback

FY2024 say-on-pay approved; company maintains annual say-on-pay cadence; next frequency vote in 2029 .

Employment & Contracts (Retention Risk)

Severance certainty: Contract provides 12 months of base salary upon any termination, with identical $556,448 payment shown across multiple scenarios as of FY2025—supports retention but implies limited CoC premium vs time-based severance .
Non-compete: One-year duration helps protect IP and continuity; at-will status provides flexibility to the company .

Investment Implications

Pay-for-performance alignment: Incentive weights on revenue, operating income, and cash/investing create direct linkage to operational outcomes; FY2025 payouts reflect above-target cash/investment execution and discrete asset-sale bonus .
Selling pressure: No FY2025 option exercises; near-term vesting of 13,333 RS in FY2026 plus incremental option vesting could add supply, but insider hedging is prohibited and clawbacks exist—reducing misalignment risk .
Governance considerations: Dual role (COO + director) with non-independence; combined CEO/Chair structure and controlled company status elevate governance concentration risks, mitigated by lead independent director and independent committees; Ms. Diddell did not serve on committees .
Retention risk: Clear severance mechanics and ongoing equity grants support retention; absence of external directorships suggests focus on internal execution; committee’s restrained use of consultants and voluntary bonus target reduction signal pay moderation .