Kathy Virtue Young
About Kathy Virtue Young
Kathy Virtue Young (age 61) has served on Virco’s Board since 2018 and is employed by the company in various sales roles since 1986, most recently as Vice President of Sales; she is the daughter of CEO/Chairman Robert A. Virtue and sister of President Douglas A. Virtue, bringing 30+ years of in-house operational and sales experience to the Board . She is a Class II director with a term expiring in 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virco Mfg. Corporation | Sales roles; most recently Vice President of Sales | 1986–present | Deep experience in company operations and culture |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships listed in biography |
Board Governance
- Independence: Not independent; Virco’s independent directors are Levra, Lind, Richardson, and Winkler. Robert A. Virtue (CEO/Chair), Douglas A. Virtue (President), and Kathy Virtue Young are not independent .
- Committee service: Audit, Compensation, and Corporate Governance & Nominating Committees are comprised entirely of independent directors; membership lists do not include Kathy Virtue Young .
- Attendance: Board held seven meetings in fiscal 2025; each incumbent director attended at least 75% of Board and committee meetings; all directors then in office attended the 2024 Annual Meeting .
- Lead Independent Director: Robert R. Lind currently serves as lead independent director, with responsibilities including agenda input and independent session feedback .
- Executive sessions: Independent directors hold regularly scheduled executive sessions outside management presence .
Fixed Compensation
Director compensation is not paid to employee directors; Kathy receives employee compensation for her VP of Sales role.
| Year | Role | Cash/Fees | Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| FY2025 | VP of Sales | — | — | $322,152 (base salary, incentive sales programs, personal use of company car) | $322,152 |
| FY2024 | VP of Sales | — | — | $313,149 (base salary, bonus, personal use of company car) | $313,149 |
Notes:
- Non-employee directors receive $150,000 annually: $75,000 cash + $75,000 restricted stock with one-year vesting; not applicable to Kathy as an employee director .
- Virco guidelines require non-employee directors to hold stock equal to 4× the annualized cash retainer; not applicable to employee directors .
Performance Compensation
- Sales incentive structure: The majority of salaried sales employees have a separate incentive plan tied directly to sales volume generated in their territory and do not participate in the ESBP; Kathy’s 2024/2025 compensation reflects participation in incentive sales programs .
- ESBP context: Company-wide Entrepreneurial Salaried Bonus Plan pays only when operating income exceeds a threshold ($4,000,000 in FY2025); primarily for salaried employees excluding the majority of sales personnel .
| Performance Metric | Plan Linkage | FY2025 Details |
|---|---|---|
| Territory Sales Volume | Majority of salaried sales employees’ incentives tied directly to sales volume; sales personnel generally excluded from ESBP | Specific targets/thresholds not disclosed |
| ESBP Operating Income Threshold | Company-level bonus funded only above $4,000,000 operating income | Not applicable to majority of sales personnel |
Other Directorships & Interlocks
| Person | External Public Boards | Interlocks/Conflicts | Notes |
|---|---|---|---|
| Kathy Virtue Young | None disclosed | Family relationships: daughter of CEO/Chair; sister of President | Not independent; employee director |
Expertise & Qualifications
- 30+ years with Virco in sales and operations; currently Vice President of Sales .
- Deep understanding of Virco’s vertically integrated model and customer base .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kathy Virtue Young | 704,937 | 4.48% | Family group (Virtue family) collectively owns ~4,679,540 shares (29.73%); rights of first refusal agreement among Virtue family and the Company on gifted shares . |
| Insider trading policy | — | — | Company policy prohibits short sales, pledging, margining, and hedging by directors, officers, and employees . |
Insider Trades
| Date | Form | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Section 16(a) compliance: all required filings timely for directors except one late Form 4 for Agnieszka Winkler; no late filings noted for Kathy . |
Governance Assessment
- Independence and conflicts: Significant related-party exposure. Kathy is an employee director and immediate family of CEO/Chair and President; she is not independent and receives employee compensation rather than standard director pay. Family shareholders collectively control ~29.73% and maintain a rights-of-first-refusal agreement on gifted shares, indicating potential entrenchment and information/control interlocks. RED FLAGS: non-independent director; family employment and compensation; concentrated family ownership and transfer restrictions .
- Committee insulation: All standing committees are fully independent, and Kathy is not a member—this mitigates some risks around audit/compensation/nominating decisions being influenced by non-independent directors .
- Attendance and engagement: Minimum attendance standard met across directors; board held seven meetings; directors attended the 2024 Annual Meeting—suggesting baseline engagement. However, individual attendance rates beyond the ≥75% threshold are not provided .
- Compensation alignment: As an employee director, Kathy’s compensation is driven by sales incentives rather than board retainers/equity. The Company prohibits hedging/pledging, which supports alignment; nevertheless, absence of director-specific equity for employee directors can reduce board-level pay-for-performance alignment relative to non-employee peers .
- Shareholder protections: Independent lead director role and independent committees provide structural safeguards; director resignation policy requires resignation offers if withhold votes exceed votes for in uncontested elections, enhancing accountability .