Richard Carnifax
About Richard Carnifax
Richard K. Carnifax is Interim Chief Executive Officer and principal executive officer of Universal Electronics Inc. (UEIC) since July 14, 2025, after serving as Chief Operating Officer from May 1, 2025; he joined UEIC in May 2020 and progressed through VP Global Supply Chain, VP Operations, and SVP Global Operations roles . He is 38, with a BA in Political Science and an MA in International Relations/Business from the University of Akron . UEIC’s five‑year operating backdrop during his tenure includes net sales declining from $614.7M in 2020 to $394.9M in 2024 and cumulative TSR of UEIC stock falling from $100 at 12/31/2019 to $21 at 12/31/2024, signaling a challenging environment; compensation decisions for 2024 reflected pay‑for‑performance with no annual incentives paid following an Adjusted Non‑GAAP EPS shortfall .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UEIC | Interim Chief Executive Officer; Principal Executive Officer | Jul 2025–present | Assumed PEO duties; signed CEO 302/906 certifications on Q2 and Q3 2025 10‑Qs . |
| UEIC | Chief Operating Officer | May 2025–Jul 2025 | Member of Office of CEO; COO duties set with Board; compensation unchanged pending committee review . |
| UEIC | Senior Vice President, Global Operations | Feb 2023–May 2025 | Led global operations amid footprint diversification and Vietnam scale‑up . |
| UEIC | Vice President, Operations | Jul 2022–Feb 2023 | Operations leadership during continued supply chain normalization . |
| UEIC | Vice President, Global Supply Chain | May 2020–Jul 2022 | Managed global supply chain during COVID-era disruptions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cast Nylons | Chief Operating Officer | Mar 2019–May 2020 | Led operations for cast nylon manufacturer; progressed from VP Ops . |
| Cast Nylons | Vice President, Operations | Nov 2017–Mar 2019 | Operational leadership, process improvements . |
| Air Enterprises | Operational roles | Nov 2015–Sep 2017 | Specialty air‑handling manufacturer operations . |
| Howden | Scheduling and planning materials | ~4 years prior to Nov 2015 | Materials planning for air/gas handling products . |
Fixed Compensation
Multi‑year compensation (grant‑date fair values for equity):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 256,600 | 302,300 | 326,925 |
| Stock Awards – RSUs ($) | 180,005 | 199,975 | 119,420 |
| Performance Stock Awards – PSUs ($) | — | — | 66,085 |
| Option Awards ($) | — | 199,975 | — |
| Non‑Equity Incentive ($) | — | — | — |
| All Other Compensation ($) | 10,250 | 11,250 | 10,510 |
| Total ($) | 446,855 | 713,500 | 522,940 |
Notes:
- 2024 mix shifted from options to PSUs and RSUs as part of program redesign to align equity with stockholder interests .
- No 2024 annual bonus paid due to 0% Company Performance Factor .
Performance Compensation
Annual incentive design and outcomes (2024):
| Metric | Weighting | Target | Actual | Company Performance Factor | Individual Modifier | Payout |
|---|---|---|---|---|---|---|
| Adjusted Non‑GAAP Diluted EPS | Not disclosed | $0.52 | $(0.05) | 0% | N/A (not applied) | $0 |
Long‑term incentive structure (granted Feb 7, 2024):
- RSUs: 14,000 units (grant‑date value $119,420) with 3‑year vesting (33.33% on Feb 7, 2025; 8.33% quarterly thereafter) .
- PSUs: 14,001 units (grant‑date value $66,085) vest ratably over 3 years, subject to share price‑based market conditions and service .
2024 LTI detail:
| Component | Units Granted | Grant‑date Fair Value ($) | Vesting |
|---|---|---|---|
| RSUs | 14,000 | 119,420 | 33.33% on 2/7/2025; 8.33% quarterly thereafter to 2/7/2027 |
| PSUs | 14,001 | 66,085 | 3‑year ratable, stock‑price market condition + service |
Equity Ownership & Alignment
Ownership, awards, and guidelines:
| Item | Value |
|---|---|
| Beneficial ownership (Apr 1, 2024) | 14,884 shares; includes 7,694 options exercisable and 673 RSUs vesting within 60 days; <1% of shares outstanding . |
| Options outstanding (Dec 31, 2024) | 10,772 exercisable; 7,693 unexercisable; strike $24.765; expire 2/9/2030 . |
| Unvested RSUs (Dec 31, 2024) | 19,298 units; MV $212,278 at $11.00 . |
| Unearned PSUs (Dec 31, 2024) | 14,001 units; MV $154,011 at $11.00 . |
| Ownership guidelines | 1x base salary for executives; all NEOs met as of Dec 31, 2024 . |
| Pledging/hedging | Anti‑pledging and margin prohibition; hedging permitted only within prescribed windows per Insider Trading Policy . |
Upcoming vesting schedule (RSUs):
- 4,668 shares on Feb 7, 2025; 1,167 shares on May 7, 2025; quarterly thereafter, with specific quarterly amounts through Feb 7, 2027 .
Employment Terms
- Severance practice: UEIC policy pays one month of current‑year base salary for every year worked upon termination without cause; illustrative as of Dec 31, 2024 shows ~$136k salary component and $212k RSU acceleration for a total $348k in a “Without Cause” scenario for Carnifax; “Good Reason,” Change‑in‑Control, and Hostile Acquisition illustrative totals show $212k RSU acceleration; PSUs remain eligible and options/RSUs accelerate per plan terms .
- Clawbacks: SEC/NASDAQ‑compliant Clawback Policy effective Nov 13, 2023 for recovery of excess incentive‑based compensation upon restatements; original policy applies to pre‑Oct 2, 2023 awards for misconduct .
- Tax gross‑ups: Provided under CEO agreement and legacy SCAs; not indicated for Carnifax .
- Contracts: Salary Continuation Agreements exist for certain executives (Hackworth, Ammari); none disclosed for Carnifax .
Investment Implications
- Pay‑for‑performance alignment: 2024 annual incentive paid $0 due to Adjusted Non‑GAAP EPS shortfall, and equity shifted from options to PSUs/RSUs to tighten linkage to stock price performance; this reduces guaranteed cash and increases market‑based pay at risk .
- Vesting overhang and potential selling pressure: Meaningful RSU tranches vesting from Feb 2025 onward and outstanding PSUs tied to share‑price hurdles suggest periodic supply; anti‑pledging mitigates collateral‑driven selling risk .
- Retention risk: Absent an SCA, severance relies on policy plus equity acceleration; as Interim CEO with unchanged compensation during 2025 appointments, the Compensation Committee’s forthcoming review could adjust incentives, impacting retention and alignment .
- Execution track record: Operations/supply chain experience aligns with UEIC’s 2024 initiatives to diversify manufacturing and scale Vietnam; however, multi‑year revenue declines and negative TSR highlight execution risk and the need for tangible improvements under his leadership .