Michael Klonne
XPELAbout Michael A. Klonne
Independent director of XPEL since 2017, age 73, with deep operating and financial oversight credentials. He is Audit Committee Chair, an SEC-defined “audit committee financial expert,” and serves on the Nominating & Corporate Governance Committee; he also presided at all non-management executive sessions in 2024. Klonne holds a BS in Business Education (University of Cincinnati) and an MBA (Duke) and previously served as CEO of Bostik, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bostik, Inc. | Chief Executive Officer | 1996–2010 | Grew revenue to ~$1B; led ~1,000 employees across 20 sites globally |
| Findley Adhesives | Senior leadership role | 1993–1996 | Drove expansion from ~$$20M to ~$300M revenue, leading to sale to Bostik |
| Various (career progression) | From entry-level sales to President/CEO | — | Built broad products/sales leadership and business acumen |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Right Step, Inc. (501(c)(3) Choice School) | Board Chair | — | Non-profit education involvement |
| Direct Biologics, LLC (private) | Board Member | — | Private manufacturer of regenerative biologic products |
| Adhesives & polymers industry | Consultant | Since 2013 | Advises PE firms and global consumer companies |
Board Governance
- Committee assignments
- Audit Committee: Chair; SEC “financial expert”
- Nominating & Corporate Governance Committee: Member
- Compensation Committee: Not a member
- Meeting cadence and attendance (2024)
- Board: 5 meetings; all directors attended at least 75% of Board and applicable Committee meetings
- Audit Committee: 5 meetings; all three members (including Klonne) attended each meeting; quarterly cybersecurity briefings
- Nominating & Corporate Governance Committee: 5 meetings
- Executive sessions
- Regular executive sessions of non-management directors at each in-person board meeting; Klonne presided at all such sessions
- Independence
- Determined independent under Nasdaq and Rule 10A-3
Fixed Compensation
| Item (2024) | Amount ($) |
|---|---|
| Director annual cash retainer | 60,000 |
| Audit Committee Chair fee | 17,500 |
| Total cash fees earned (Klonne) | 77,500 |
| Lead Director fee (program level) | 25,000 (role exists; not reflected in Klonne’s 2024 fees) |
- Election form: Directors may elect fees in stock; in 2024, all directors except Mr. North elected cash (Klonne elected cash)
Performance Compensation
| Equity Element | Grant Value ($) | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | 80,000 | Vests quarterly over one year | Granted on/around annual meeting date |
| Unvested restricted shares at 12/31/2024 (current non-employee directors) | 1,060 shares | — | Applies to each current non-employee director |
Other Directorships & Interlocks
| Company Type | Company | Public? | Interlock/Conflict Indicator |
|---|---|---|---|
| Non-profit | Right Step, Inc. | No | No related-party exposure disclosed |
| Private | Direct Biologics, LLC | No | No related-party exposure disclosed |
- No public company directorships disclosed; Compensation Committee disclosed no interlocks or insider participation conflicts in 2024
Expertise & Qualifications
- Audit and finance oversight: Audit Committee Chair; SEC “financial expert”
- Global operations: Led multinational manufacturing footprint at Bostik (20 sites; NA, LATAM, Europe, Asia)
- Strategic growth and M&A: Scaled Findley; executed sale to Bostik
- Governance: Presides over independent executive sessions; member, Nominating & Corporate Governance Committee
- Education: BS (University of Cincinnati); MBA (Duke)
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 51,598; includes 50,008 held by Michael A. Klonne Living Trust (sole trustee with voting/dispositive power) |
| Ownership as % of outstanding | <1% (27,664,765 shares outstanding as of record date) |
| Pledged shares | None; company states none of listed shares are pledged |
| Hedging/pledging policy | Hedging prohibited; pledging disallowed except narrow exceptions with CFO approval |
| Director stock ownership guideline | 3x annual cash retainer; all non-employee directors in compliance as of Jan 31, 2025 |
| Unvested RSUs (12/31/2024) | 1,060 shares (per director) |
| Section 16 compliance | No delinquent Section 16 filings in 2024 |
Governance Assessment
- Strengths
- Independent director; Audit Chair and SEC financial expert; strong governance signal for financial reporting and cyber oversight
- Presides over non-management executive sessions, enhancing independent oversight despite combined CEO/Chair structure
- Robust attendance (all Audit meetings) and committee engagement; Board and committees met regularly in 2024
- Meaningful equity alignment via annual RSU grants and compliance with elevated ownership guidelines; no pledging and hedging prohibited
- No related-party transactions in 2024; Compensation Committee used independent consultant (FW Cook)
- Watch items
- Cash election for director fees (vs stock) reduces optional equity exposure in fee component, but annual RSUs provide ongoing alignment
- Combined CEO/Chair remains a structural consideration; independent sessions and committee leadership mitigate risk
- Red flags
- None disclosed: no related-party transactions, no hedging/pledging, no delinquent filings