ke-20240925

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No.)


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			KIMBALL ELECTRONICS, INC.
			(Name of Registrant as Specified In Its Charter)


			(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2024 Annual Meeting and Proxy Statement


LETTER FROM OUR CEO

Dear Share Owner:

I am pleased to invite you to attend our 2024 Annual Meeting of Share Owners.

We entered fiscal year 2024 with high expectations for another year of growth, after finishing fiscal 2023 with record sales. What is even more impressive is that our plans included offsetting a $100 million reduction in business with a major medical customer involved in an FDA recall. The first quarter of the fiscal year was the best Q1 in our Company history, but we recognized that end-market demand was weakening across each of the vertical markets we serve from macro headwinds, and we had to respond. Our response was an approach of “controlling what we can control” including resizing our team, sharpening our strategic focus, taking other actions to reduce costs, and continuing to focus on significant improvements in working capital management.

Consistent with our focus on building long-term relationships, 76% of our revenue was with customers we’ve worked with for a decade, or more, and for the tenth consecutive year, we were recognized by CIRCUITS ASSEMBLY in multiple categories for Service Excellence.

We also provided our annual ESG disclosures by publishing the 2023 Guiding Principles Report, themed “How We Are Winning Together, The Kimball Way”. The report reflects the deep roots of sustainability in our culture, and highlights numerous sustainability-related recognitions and accomplishments from calendar 2023. I believe it is our finest and demonstrates our dedication to the Guiding Principles of Customers, People, Citizenship, and Profits.

Throughout fiscal 2024, I spent a great deal of time visiting our locations, meeting with customers, and working with our Leadership Team to complete an in-depth review of our strategic focus, vertical market structure, and organization design.

Our Company has been in operation for over 60 years – 10 of them listed on Nasdaq – and we have weathered many storms. But we have also recognized when to “cast the net a little wider” by moving into new markets where our core manufacturing capabilities support emerging technology. With our renewed strategic focus on EMS operations, and a strong balance sheet, we will be looking with a new lens on where – and how – to profitably increase the top line.

Throughout this journey, we will stay true to our Guiding Principles and continue to:

•Be collaborative and team-oriented,

•Set high aspirations…not unrealistic goals, but attainable targets that require stretching,

•Communicate openly and proactively, and

•Remain accountable to our Company, to our customers, to each other, and to our Share Owners.

For more detailed insights into the past year, I encourage you to read our Annual Report and Form 10-K, as well as to follow updates on our website at www.kimballelectronics.com. Please review this 2024 Proxy Statement and the Q&A with information about the 2024 Annual Meeting. Your active participation is vital to us.

I would like to extend a personal invitation for you to attend our annual meeting in person at our Kimball Electronics Headquarters, located at 1205 Kimball Boulevard in Jasper, Indiana, beginning on Friday, November 15, 2024, at 10:00 A.M., Eastern Standard Time (EST). On behalf of the entire Kimball Electronics team, thank you once again for your continued support and investment as a Kimball Electronics Share Owner.

Ric Phillips

Chief Executive Officer and Director

Kimball Electronics, Inc.


NOTICE OF ANNUAL MEETING OF SHARE OWNERS

KIMBALL ELECTRONICS, INC.

1205 Kimball Blvd.

Jasper, Indiana 47546

(812) 634-4000

Dear Fellow Share Owners of Kimball Electronics, Inc.:

We cordially invite you to attend the annual meeting of the Share Owners (the “Annual Meeting”) of KIMBALL ELECTRONICS, INC., an Indiana corporation (the “Company”), which will be held at the principal offices of the Company, 1205 Kimball Boulevard, Jasper, Indiana, on Friday, November 15, 2024, at 10:00 A.M., Eastern Standard Time (EST). At the Annual Meeting, you will have the opportunity to vote on four important proposals:


1.			To elect two (2) directors of the Company (“Proposal 1”).

2.			To ratify the selection of the Company’s independent registered public accounting firm for fiscal year 2025 (“Proposal 2”).

3.			An advisory vote on the compensation paid to the Company’s Named Executive Officers (“Proposal 3”).

4.			An advisory vote on the frequency of future advisory votes on the compensation paid to the Company’s Named Executive Officers (“Proposal 4”).

and to consider and transact such other business as may properly come before the meeting or any adjournments thereof. Only Share Owners of record at the close of business on September 9, 2024 are entitled to notice of and to vote at the Annual Meeting.

YOUR VOTE IS VERY IMPORTANT! We hope you will attend the Annual Meeting in person. However, regardless of whether you plan to attend the meeting, it is important that your shares be represented and voted at the meeting. We encourage you to promptly vote and submit your proxy via the Internet, by toll-free telephone, or if you receive this proxy by mail, by signing, dating, and returning the enclosed proxy card in the envelope provided. If you received more than one proxy card, that is an indication that your shares are registered in more than one account. Please complete and return a proxy for each proxy card you receive. If you attend the Annual Meeting, you can vote in person even if you previously submitted your proxy.

Thank you for your continued investment in Kimball Electronics. We look forward to seeing all of you on November 15.

By Order of the Board of Directors

Douglas A. Hass

Chief Legal & Compliance Officer, Secretary

September 26, 2024


YOUR VOTE IS IMPORTANT!			WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE PROMPTLY BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE NOTICE OR THE PROXY CARD, OR IF YOU RECEIVED A PRINTED SET OF PROXY MATERIALS, YOU MAY VOTE BY SIGNING, DATING, AND MAILING THE ACCOMPANYING PROXY CARD. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IF YOU ATTEND THE MEETING IN PERSON.


TABLE OF CONTENTS
Letter From Our CEO			2
Notice of Annual Meeting of Share Owners			3

Summary of Information About The Annual Meeting			6
Agenda Items and Board Recommendations			6
Proposal 1: Election of Directors			7
Nominees for Election as Directors by Holders of Common Stock			7
Board Leadership Structure			10
Board Committees			11
Audit Committee			11
Nominating and ESG Committee			12
Talent, Culture, and Compensation Committee			12
Board Qualifications, Composition, and Diversity			13
Qualifications and Composition			14
Director Diversity			14
Board Classification			15
Board and Annual Meeting Attendance			15
Director Independence and Refreshment			15
Director Compensation			16
Corporate Governance at Kimball Electronics			17
Governance Philosophy			17
Share Owner Rights			17
The Board's Strategic Planning Role			17
How the Board Addresses and Oversees Risk			17
Board Risk Oversight Roles			18
Sustainability; Environmental, Health and Safety; and Social Responsibility Risk Oversight			19
Cybersecurity/Information Security Oversight			20
Oversight, Review, and Approval of Transactions with Related Persons			20
Our People are the Company: Human Capital Management			21







Proposal 2: Selection of Independent Registered Public Accounting Firm			30
Independent Registered Public Accounting Firm Fees			30
Consideration of Services Provided by the Independent Registered Public Accounting Firm			30
Report of the Audit Committee			31
Ratification of Selection of Independent Registered Public Accounting Firm			31
Information About Our Executive Team			32
Compensation Discussion and Analysis			34
I. Summary of our Fiscal Year 2024 Performance and Executive Compensation Program			34
II. Compensation Philosophy and Governance			36

III. Fiscal Year 2024 Named Executive Officer Compensation			39




IV. Additional Compensation Policies and Practices			48
Compensation Related Risk Assessment			49
Report of the Talent, Culture, and Compensation Committee			49
Compensation Committee Interlocks and Insider Participation			50
Executive Compensation			50
Summary Compensation Table			50
Grants of Plan-Based Awards in Fiscal Year 2024			52
Outstanding Equity Awards at Fiscal Year End 2024			54


Option Exercises and Stock Vested in Fiscal Year 2024			55
Nonqualified Deferred Compensation in Fiscal Year 2024			55
Employment Agreements with NEOs and Potential Payments Upon Termination or Change-In-Control			56
CEO Pay Ratio			58
Pay vs. Performance of our NEOs			58




Equity Compensation Plans Information			62
Proposal 3: Advisory Vote on the Compensation Paid to Our Named Executive Officers			62
P roposal 4: A dvisory V ote on the F r equency of Future Advisory V otes on the C ompensation P aid to O ur N amed E xec utive O fficers			63
Share Ownership Information			64
Delinquent Section 16(a) Reports			65
Information About the 2024 Annual Meeting			66



Other Matters			70
Submission of Nominations and Proposals For 2025			70
Communication with the Board			70
Appendix A: Pre-Approval Process for Services Performed by the Independent Registered Public Accounting Firm			A-1


SUMMARY OF INFORMATION ABOUT THE ANNUAL MEETING


Annual Share Owners Meeting
DATE			November 15, 2024
TIME			10:00 a.m. EST
PLACE			1205 Kimball Boulevard, Jasper, Indiana 47546
RECORD DATE			September 9, 2024
VOTING ELIGIBILITY			Registered Share Owners as of the Record Date are entitled to submit proxies or vote in person at the Annual Share Owners Meeting.

Solicitation of Proxies

The Board of Directors (also referred to herein as the “Board”) of Kimball Electronics, Inc. (“we,” “us,” “our,” “Kimball Electronics,” or the “Company”) is soliciting proxies for use at the Company’s 2024 Annual Meeting of Share Owners and any postponements or adjournments of that meeting (as so postponed or adjourned, the “2024 Annual Meeting” or the “Annual Meeting”). The Company first mailed this Proxy Statement, the accompanying form of proxy, and the Company’s Annual Report for 2024 on or about September 26, 2024.

The Board has fixed the close of business on September 9, 2024 as the Record Date for the Annual Meeting. You are entitled to notice and to vote if you were a Share Owner of record of our Common Stock as of the close of business on that date. Your shares may be voted at the Annual Meeting only if you are present in person or your shares are represented by a valid proxy. As of September 9, 2024, there were 24,786,229 shares outstanding, each share entitled to one vote.

Agenda Items and Board Recommendations

Proposal

Board
Recommendation

Vote Required
for Approval

Effect of

Withheld Votes or Abstentions

Effect of

Broker

Non-Votes

Proposal 1:

Elect two Directors for a three-year term:

•Gregory J. Lampert

•Colleen C. Repplier

FOR each nominee

Majority of the votes cast and entitled to vote

None

Proposal 2:

Ratify the selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm

FOR

Majority of the votes cast and entitled to vote

None

N/A

Proposal 3:

Advisory Vote on the Compensation Paid to Our Named Executive Officers

FOR

Majority of the votes cast and entitled to vote

None

Proposal 4:

Advisory Vote on the Frequency of Future Advisory Votes on the Compensation Paid to Our Named Executive Officers

EVERY ONE YEAR

Majority of the votes cast and entitled to vote

None

The Board of Directors knows of no other matters that may come up for action at the Annual Meeting. However, if any other matter properly comes before the meeting, the persons named in the proxy form will vote in accordance with their judgment on such matter using the discretionary authority granted in the proxy form.


PROPOSAL 1: ELECTION OF DIRECTORS

Nominees For Election as Directors by Holders of Common Stock

Our Board of Directors (the “Board”) is divided into three classes with approximately one-third of the directors up for election each year. We have noted the class of each director and the date of their election in their qualification descriptions below. At the 2024 Annual Meeting of Share Owners, the Share Owners will elect two (2) directors to serve a term of three years, or until their respective successors have been duly elected and qualified.

A director selected by the Board to fill a vacancy holds office until the end of the predecessor’s original term, or if the vacancy arises because of an increase in the size of the Board, at the end of the term specified at the time of such director’s election or selection, and until that director’s successor has been elected and qualified, until the Board accepts their earlier resignation, or until the director’s disqualification, disability, or removal.

Each nominee will begin service as a director of Kimball Electronics if elected. Each nominee has consented to serve as a director. If for any reason any such nominee shall become unable or unwilling to serve, the proxies will be voted to fill any vacancy so arising in accordance with the discretionary authority of the persons named in the accompanying proxy. The Board is confident that each such nominee will be able to serve.

The Class I nominees to be elected, serving a three-year term and then up for re-election in 2027, are:

Gregory J. Lampert

Colleen C. Repplier

Below, we describe the unique individual qualifications and skills of our nominees that led our Board to the conclusion that each should serve as a director and have included information each director has given us about their age, positions held, principal occupation, business experience for at least the past five years, and the names of other publicly-held companies of which they currently serve (or during the past five years has served) as a director. The nominees are:


	Gregory J. Lampert	Director

Director since 2014 Class I - re-election in 2024	Mr. Lampert is the former Chief Executive Officer and President of Omni Cable Corporation, a distributor of specialty wire and cable, where he served from 2017 through his retirement in June 2023. Prior to his executive position at Omni Cable Corporation, he was Chief Executive Officer of the Americas region of General Cable beginning in January 2013 and held the same position for the North America region beginning in 2008. Prior to that, he held various management positions at General Cable after joining the company in 1998. Prior to joining General Cable, he held engineering and commercial management positions with The Dow Chemical Company and Cintas Corporation. Mr. Lampert was also a director of Omni Cable Corporation until his retirement and continues to serve as a director at Xtek Corporation, a for-profit private company. Mr. Lampert has a Bachelor of Science degree in chemical engineering from the University of Cincinnati and an MBA from the University of Chicago with a concentration in Finance and Strategy. Mr. Lampert’s previous board experience and financial background, as well as experience in managing sales organizations provide broad insights into capital planning and sales operations.


	Colleen C. Repplier	Director

Director since 2014 Class I - re-election in 2024	Ms. Repplier is a strong and respected leader in the industrial, energy, and commercial building industries, with more than three decades of operational and P&L experience in diversified manufacturing companies. Ms. Repplier began her career in the energy industry, holding roles in engineering and marketing with Westinghouse Electric Company, construction design with Bechtel Corporation, and progressing roles in engineering, process improvement, product management, sales, and general management at General Electric. She also held senior leadership positions and was a company officer at Home Depot and HD Supply before joining Tyco in 2007. At Tyco, she served as President of the Tyco Fire Protection business until the company was acquired by Johnson Controls (JCI). She retired from JCI in her role as the Vice President and General Manager of a $4.5 billion global portfolio of HVAC product businesses with 20,000 employees in June 2018. Ms. Repplier received her Bachelor of Science degree in electrical engineering at the University of Pittsburgh. She later received her MBA from the University of Central Florida, where she also taught as an adjunct professor in the school of business. She is a certified Six Sigma Master Black Belt. Ms. Repplier serves as director and finance committee chair for Triumph Group (NYSE: TGI) and as director and compensation committee chair for privately held PGH KKSP Acquisition Holdings. Ms. Repplier’s engineering background and extensive experience in operations, supply chain management, and six-sigma methodologies provide broad insights into operational planning and improvement opportunities.


			Other Directors Not Standing for Re-election in 2024


	Michele A. M. Holcomb, PhD	Director

Director since 2019 Class II - re-election in 2025	Dr. Holcomb is the former Executive Vice President, Chief Strategy and Business Development Officer at Cardinal Health, a global, integrated healthcare services and products company, from 2017 through September 2022. From 2012 to 2017, she held positions as Chief Operating Officer of Global R&D and Senior Vice President of Strategy, Portfolio, Search and Partnerships at Teva Pharmaceuticals, a global manufacturer of generic and innovative medicines. Prior to that, Dr. Holcomb served as a partner in the Global Pharmaceutical Practice at consulting firm McKinsey & Company. She serves as a director for PureTech Health (LON: PRTC). Dr. Holcomb received her Bachelor of Science degree in chemistry from Stanford University and a Doctorate in Chemistry from the University of California at Berkeley. Dr. Holcomb’s experience and background provide the Board with valuable insights in the areas of strategy, product development, and operations.


	Tom G. Vadaketh	Director

Director since 2022 Class II - re-election in 2025	Mr. Vadaketh was appointed Chief Financial Officer at Enviri Corporation (NYSE: NVRI) effective October 2023. Enviri offers a broad range of environmental services and related innovative solutions, including critical recycle and reuse solutions for waste streams. From January 2022 through October 2023, Mr. Vadaketh served as Chief Financial Officer of Bausch Health (NYSE, TSX: BHC), which develops, manufactures, and markets pharmaceuticals, over-the-counter products, and medical devices globally. Prior to joining Bausch Health, Mr. Vadaketh served as Executive Vice President and Chief Financial Officer of eResearch Technology, Inc. from September 2018 to December 2021 where he was responsible for leading the Finance function including controllership, treasury, taxation, and financial planning. Mr. Vadaketh spent over 20 years at Procter & Gamble and Tyco International, where he held several roles at both companies of increasing responsibility. Mr. Vadaketh received his degree from the Institute of Chartered Accountants in England and Wales (ACA) and an MBA from Manchester Business School. He is a Certified Public Accountant. Mr. Vadaketh brings more than 30 years of financial experience to the Board, having led large, highly complex financial organizations and developed expertise in driving growth and transformation.


	Holly A. Van Deursen	Director

Director since 2019 Class II - re-election in 2025	Ms. Van Deursen currently serves as an independent director on the boards of two other public companies, Albemarle Corporation (NYSE: ALB) and Synthomer, plc (LON: SYNT). She has also served as an independent director on the boards of Capstone Green Energy (formerly Capstone Turbine Corporation) (Nasdaq: CGRN) from 2007 to August 2021; Actuant Corporation, now Enerpac Tool Group Corporation (NYSE: EPAC), from 2008 to 2020; Bemis Company from 2008 to 2019; and Petroleum Geo-Services ASA from 2006 to 2018. Beginning in 1989, she served in various senior executive management roles for BP p.l.c., a $250 billion oil, gas, and energy company operating in North America, Asia, and Europe, before retiring in 2005 as a member of the top-forty executive management team. Prior to 1989, she served in various engineering, manufacturing and product development roles for Dow Corning Corporation. Ms. Van Deursen received her Bachelor of Science degree in chemical engineering from the University of Kansas and her MBA from the University of Michigan. Ms. Van Deursen’s experience in executive roles and as a public company director provides the Board significant insights into board operations and governance, leadership, and international business.


	Robert J. Phillippy	Chairperson of the Board

Director since 2018 Class III- re-election in 2026	Mr. Phillippy is an independent consultant, advising technology companies on a range of strategic, operational, and organizational issues. He retired in 2016 from his position as President, Chief Executive Officer, and a Director of Newport Corporation, a publicly traded lasers, optics, and photonics technology company with 15 manufacturing locations in seven countries. He joined Newport in 1996 and served in various executive management roles prior to his appointment as Chief Executive Officer in 2007. Previously, he served for 12 years in various management roles for Square D Company, a division of Schneider Electric. He currently serves on the boards of directors of ESCO Technologies (NYSE: ESE), where he is Chairperson, and Materion Corporation (NYSE: MTRN). Mr. Phillippy received a Bachelor of Science degree in electrical engineering from the University of Texas at Austin in 1983 and a Master of Science degree in management from Northwestern University in 1993. Mr. Phillippy’s experience as a chief executive officer of a publicly traded technology and manufacturing company adds significant leadership, strategy, and operational experience to the Board.


	Richard D. Phillips	Director, Chief Executive Officer

Director since 2023 Class III - election in 2026	Mr. Phillips was appointed a Director and as Kimball Electronics’ Chief Executive Officer effective March 1, 2023. With more than 20 years of experience in operations and advisory roles, Mr. Phillips was most recently the President and Chief Executive Officer from 2019 until 2022 for Elkay Manufacturing Company, a global manufacturer and distributor of commercial and residential plumbing products and designer and installer of commercial interiors for the foodservice and hospitality sectors. He was also a member of the Board of Directors for Elkay. Mr. Phillips also served as the President, Chief Executive Officer, and Board member from 2017 through 2019, for Essendant, Inc. (formerly United Stationers, Inc.), a Fortune 500 wholesale distributor of workplace-related products. Before joining Essendant, where he held positions of increasing responsibility from 2013 through 2017, Mr. Phillips held several leadership roles with McKinsey & Company, including co-leading the Pharmaceuticals and Medical Products operations practice. He was elected Partner in 2005. Mr. Phillips is an independent Director of the Greenheck Group, a leader in the HVAC space, and previously served as an independent Director of Follett Corporation. Mr. Phillips holds a Bachelor of Science in Finance from Indiana University and a Master of Management from Northwestern University Kellogg Graduate School of Management. Mr. Phillips brings a wealth of strategic development and executive business leadership in the manufacturing and medical industries to his role.


	Gregory A. Thaxton	Director

Director since 2017 Class III - re-election in 2026	Mr. Thaxton is the former Executive Vice President and Chief Financial Officer of Nordson Corporation (Nasdaq: NDSN), a publicly traded industrial technology company focused on precision dispensing, fluid management, and related processes with operations in nearly 40 countries. Mr. Thaxton retired from Nordson in 2020. He had more than thirty years of experience with Nordson, serving in various domestic and international financial management and leadership roles after beginning his career with a Big Four public accounting firm. Mr. Thaxton also serves on the board of the non-profit Lorain County Community College Foundation, serving as Treasurer of the Executive Committee, and is a member of the Finance, Audit, and Compliance Committees. Mr. Thaxton is a Certified Public Accountant (inactive). Mr. Thaxton received his Bachelor of Science degree in accounting from Miami University in 1983 and his MBA in international management from Baldwin Wallace University in 1995. Mr. Thaxton’s experience adds significant financial, accounting, capital structure, and SEC reporting expertise to the Board.


The Board of Directors recommends that you vote “FOR” the election of each of the Class I director nominees.

Board Leadership Structure

The Board believes that we best serve our Share Owners if the Board retains flexibility to decide what leadership structure works best for us in our current circumstances. Since becoming a public company, we have had a variety of leadership structures, Board committees, and committee assignments. As part of our ongoing, proactive efforts to implement effective corporate governance, the Nominating and ESG Committee reviews our leadership structure annually and throughout each year, taking into account the Board’s and Company’s needs, legislative and regulatory developments, stakeholder input, and corporate governance trends.

Diverse, Independent Board Leadership


Independent Chair	Independent Committee Chairs

Robert J. Phillippy	Dr. Michele A. M. Holcomb	Tom G. Vadaketh	Holly A. Van Deursen
	NESG Committee Chair	Audit Committee Chair	TCC Committee Chair

Currently, we have separate Chairperson of the Board and Chief Executive Officer roles supported by strong independent committee chairs. Our independent Chairperson, Bob Phillippy, presides over meetings of the Board and of independent directors. While Mr. Phillippy, as Chairperson, facilitates the Board’s oversight of management, promotes communication between management and our Board, and leads our Board’s consideration of key strategic and governance matters, Ric Phillips, as our CEO, is responsible for developing and overseeing the Company’s business strategy, as well as managing our day-to-day operations and our relationships with stakeholders.

Board Committees

In addition to maintaining a diverse and highly skilled Board, Kimball Electronics has three well-defined standing committees that oversee our financial reporting and risk management; our environmental, social, and governance priorities; our people and compensation; and our overall performance: the Audit Committee; the Nominating and ESG (NESG) Committee; and the Talent, Culture, and Compensation (TCC) Committee. A brief description of the Committees, their responsibilities, and Committee member assignments appears below.

Each of these committees consists only of non-management directors whom the Board has determined are independent under applicable regulations and listing standards and the Board’s independence standards set forth in the Company’s Corporate Governance Principles. Directors also must meet all additional, heightened independence and qualification criteria applicable to directors serving on the Audit and TCC Committees under applicable regulations and listing standards. At each Board meeting, each Committee reports on the topics it discussed and the actions it took at each Committee meeting for the full Board’s consideration. The Committees work together and with the Board to help ensure that the Committees and the Board have received all information necessary to permit them to fulfill their duties and responsibilities as outlined in our By-Laws, our Corporate Governance Principles, and the Committees’ Charters.

The Charters for these committees are available in the Governance Documents section of our investor website at investors.kimballelectronics.com or by writing to the Secretary of the Company at 1205 Kimball Blvd., Jasper, Indiana 47546.

Audit Committee

Chair: Tom G. Vadaketh

Member Independence

Meeting Attendance

Tom G. Vadaketh

Gregory J. Lampert

Gregory A. Thaxton

Key Responsibilities

Provides independent and objective oversight of:

•the quality and integrity of our financial statements and disclosures;

•our financial reporting process, including management’s internal accounting, financial, and disclosure controls;

•our compliance with legal and regulatory requirements and ethical standards;

•the qualifications, performance and independence of our independent registered auditors;

•the design and performance of our internal audit function; and

•the identification and management of risks facing the company, including information technology risks.

2024 Meetings: 9

Financial Expertise: The Board has determined that all members of the Audit Committee are financially literate and audit committee financial experts within the meaning of applicable regulatory and listing standards.

Please see Proposal 2 in this Proxy Statement for a summary of the Committee’s preapproval policies and procedures for services performed by Deloitte, our independent registered public accounting firm.

Nominating and ESG Committee

Chair: Michele A. M. Holcomb

Member Independence

Meeting Attendance

Michele A. M. Holcomb

Gregory J. Lampert

Colleen C. Repplier

Key Responsibilities

Provides oversight and advice to the Board on:

•identification of individuals qualified for Board and Board Committee service;

•evaluation of the Board’s performance, committee structure, and composition, as well as the appointment of directors to serve as members and chairpersons of each committee;

•the Company’s corporate governance practices and procedures, including the Corporate Governance Principles;

•the Company’s goals, strategies, and initiatives related to climate and water risks and opportunities; community and social impact; disclosures and external stakeholder input related to human rights and human capital management; and diversity, equity, inclusion, and belonging; and

•the development of legal and regulatory compliance programs for the Company beyond accounting/financial reporting and executive/director compensation.

2024 Meetings: 5

In fiscal year 2024, our directors provided oversight and input on our materiality assessment and the material topics we identified and disclosed in accordance with the GRI Standards. The Board, through the NESG Committee, assessed its performance and by conducting annual Board, committee self-evaluations during the fiscal year, in which each director provided their candid assessment of the Board's effectiveness. The Chairperson of the NESG Committee shared the results of the assessments with the Board and led discussions regarding the implementation of potential action items for improvement.

Talent, Culture, & Compensation Committee

Chair: Holly A. Van Deursen

Member Independence

Meeting Attendance

Holly A. Van Deursen

Colleen C. Repplier

Gregory A. Thaxton

Key Responsibilities

Provides oversight and advice to the Board on:

•the Company’s strategies, policies, and key metrics related to its talent and culture, including matters such as employee engagement, pay equity, diversity, inclusion, belonging, retention, leadership development and succession;

•the Company’s alignment with and advancement of its Guiding Principles;

•discharging its responsibilities relating to the fair and competitive compensation of the Chief Executive Officer and other Executive Officers; and

•the Company’s compensation policies, plans, goals, and objectives for Executive Officers and non-employee directors.

2024 Meetings: 7

Compensation Committee Qualifications: The Board has determined that all members of the TCC Committee are independent directors and outside directors within the meaning of applicable regulatory and listing standards.

Please see Proposal 3 in this Proxy Statement for a summary of our fiscal year 2024 performance and executive compensation program. The Committee and Board recommend that Share Owners approve the compensation of our Named Executive Officers.

Board Qualifications, Composition, and Diversity

We operate in rapidly changing business conditions and markets, which requires a high-performance and committed Board. Each of our individual Board members possesses a broad variety of personal attributes, experience, and skills that give the Board the depth and breadth necessary to effectively oversee management on behalf of our Share Owners and that align with our current needs. Personal attributes include integrity, commitment to our Vision and Guiding Principles, practical judgment, broad complementary education and experience, and willingness to commit the time and energy necessary to effectively contribute as a Board member. The Nominating and ESG Committee and Board have collectively assessed the most critical major strengths, skills, and experience that contribute to a well-balanced and effective Board that is best able to understand the strategies and risks related to our operations:

Public Company Executive / CEO Experience

Financial & Accounting Expertise

Directors who have driven business success in executive leadership positions, including as CEO, in a global, public company possess an understanding of diverse business challenges and cultures, as well as public company regulations, strategy, and risk management.

Directors with an advanced understanding of finance and accounting, as well as leadership of finance functions, provide strong oversight of the Company’s financial management, capital allocation, and financial reporting processes.

Manufacturing & Industry Knowledge

Cybersecurity & Technology Experience

Directors who have experience in the electronics, medical, and/or industrial markets we serve, and in manufacturing generally, offer valuable knowledge and perspectives for our operations and our market opportunities to drive long-term growth.

Directors with cybersecurity and technology experience help us to anticipate technological trends, extend or create business opportunities, and enrich Board oversight of our cybersecurity and IT governance processes, infrastructure, policies, and business continuity plans.

Strategy Development Expertise

Corporate Governance Experience

Directors who have expertise in developing strategy, from sales and marketing, operations, and risk, to investor relations, public policy and M&A, have key insight into strategic planning’s effect on sustainable growth and value creation.

Directors with public company board experience enhance the Board’s corporate governance practices and bolster Board and management accountability, transparency, and alignment with Share Owner and stakeholder interests.

Environmental & Facility Experience

Social/Talent/Culture Experience

Directors with environmental, facility management, sustainability, or climate-related experience strengthen the Board’s oversight of our environmental policies, ESG/sustainability initiatives, and reporting, as well as the value proposition we offer customers and other stakeholders.

Directors with social, talent, and culture development experience strengthen Board oversight of our strategies, policies, and key metrics related to our people, company culture, and advancement of our Guiding Principles.

Qualifications and Composition


Director/Director Nominee	Bob Phillippy	Ric Phillips	Greg Thaxton	Michele Holcomb	Greg Lampert	Colleen Repplier	Tom Vadaketh	Holly Van Deursen
Age	64	54	63	56	57	63	62	65
Director Since	2018	2023	2017	2019	2014	2014	2022	2019
Independent	☑		☑	☑	☑	☑	☑	☑
Board Committees			• •	•	• •	• •	•	•
Board & Committee Chairs	•			•			•	•
Number of Other Public Boards	2	0	0	1	0	1	0	2
Qualifications
Public Company Executive / CEO
Manufacturing & Industry

SEC Form DEF 14A filed by Kimball Electronics Inc.