KEY TRONIC CORP
For the period ended Jun 28, 2025. Filed Sep 17, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 28, 2025 · Filed Sep 17, 2025
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Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO as principal executive officer (or “PEO”) and to our other NEOs and certain metrics of financial performance of the Company. The following table shows the total compensation for our NEOs for the past two fiscal years as set forth in the Summary Compensation Table, the “Compensation Actually Paid” (or “CAP”) to our CEO as PEO, and, on an average basis, our other NEOs, and our total shareholder return. CAP figures do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year as significant portions of this compensation depends on the achievement of performance criteria in subsequent fiscal periods.
| Year(1) | Summary compensation table total for PEO(2) | Compensation actually paid to PEO(3) | Average summary compensation table total for non-PEO named executive officers(2) | Average compensation actually paid to non-PEO named executive officers(3) | Value of initial fixed $100 investment based on:Total shareholder return(4) | Net income (loss) |
|---|---|---|---|---|---|---|
| 2025(1) | $1,056,612 | $893,480 | $539,732 | $454,988 | $63.93 | $(8,318,230) |
| 2024(1) | $892,270 | $778,520 | $509,422 | $461,078 | $94.85 | $(2,787,296) |
| 2023(1) | $1,513,037 | $1,542,537 | $629,109 | $641,647 | $132.79 | $5,156,736 |
Mr. Gates served as the Company’s Chief Executive Officer for the entirety of 2023 and 2024. Effective as of the beginning of fiscal year 2025, Mr. Larsen succeeded Mr. Gates as Chief Executive Officer. Our non-PEO NEOs for 2023 and 2024 included Messrs. Larsen and Hochberg. Our non-PEO NEOs for 2025 included Messrs. Voorhees and Hochberg.
Amounts reported in this column represent the total compensation reported in the Summary Compensation Table for the applicable year.
To calculate “Compensation Actually Paid” under SEC disclosure rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. Reconciliations of the adjustments for Messrs. Larsen, Voorhees and Hochberg for 2025 are set forth in the tables below.
| PEO | NEOs - Average | |
|---|---|---|
| 2025 | 2025 | |
| Decrease for amounts reported under the "Stock Awards" column in the Summary Compensation Table | $(249,994) | $(124,999) |
| Add fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year | $121,062 | $63,055 |
| Year-over-year change in fair value of unvested awards | $(17,100) | $(11,400) |
| Change in fair value at vesting (from prior fiscal year end) of awards granted in prior years for which vesting conditions were satisfied during current year | $— | $— |
| Less fair value as of prior fiscal year end of awards granted in prior years that failed to meet vesting conditions during current year | $(17,100) | $(11,400) |
| Dividends paid | $— | $— |
| Total Adjustments | $(163,132) | $(84,744) |
- Pursuant to rules of the SEC, the comparison assumes $100 was invested on July 1, 2022. Historic stock price performance is not necessarily indicative of future stock price performance.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.