Kimball Electronics, Inc.
For the period ended Nov 14, 2025. Filed Sep 25, 2025.
View on SEC.govAbout this filing
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.
Nov 14, 2025 · Filed Sep 25, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
| Filed by the Registrant x | |
|---|---|
| Filed by a Party other than the Registrant o | |
| Check the appropriate box: | |
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
KIMBALL ELECTRONICS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| x | No fee required |
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2025 Annual Meeting and Proxy Statement
LETTER FROM OUR CEO
To Our Share Owners:
As I completed my second full year as CEO of Kimball Electronics, I once again reflected on the privilege I feel to be writing to you today. Our Company has a rich history of excellence, a genuine focus on long-term relationships, and Guiding Principles that have stood the test of time…influencing actions and behaviors as we live them each and every day. It is truly humbling to be in a position of leadership for an organization with such a distinguished pedigree.
This past year, we experienced a challenging operating environment with prolonged demand softness in the vertical markets we serve, unprecedented geopolitical uncertainty, and the loss of two major programs that were not a result of our actions but certainly resulted in significant impacts on our operations. Yet despite these headwinds, our team demonstrated remarkable resilience and perseverance, we strengthened our company culture, and we delivered record-setting results in areas where we were “controlling what we could control”:
In fiscal year 2025, we earned our third highest annual revenue in our 60+ year history, with 75% coming from customers that we have worked with for a decade or more;
We recorded a record number of wins for future business;
We reached a 15-year high in our quality ratings;
For the eleventh consecutive year, we achieved the Highest Overall Customer Ratings from CIRCUITS ASSEMBLY in the seven categories of dependability and timely delivery, manufacturing quality, responsiveness, technology, value for the price, flexibility, and overall satisfaction;
We achieved an all-time best in cash generated from operating activities;
We paid down our debt to its lowest level in 3 years; and
We returned $12 million to you, our Share Owners, through share repurchases.
Unfortunately, we also had to make some difficult decisions, ones we did not take lightly as they directly impacted friends and coworkers. We completed our divestiture of the non-core Automation, Test, and Measurement business in the fiscal year, and we announced the closure of our facility in Tampa, streamlining our network, improving global capacity utilization, aligning our electronics manufacturing footprint in the U.S. with current and long-term market demand, and positioning us to better leverage our facilities in low cost regions. We are grateful to the employees in Tampa and their accomplishments since the Reptron acquisition in 2007. The team there played a vital role during the pandemic, supplying ventilators to those in need, and we appreciate their contributions as part of Kimball.
We recognize that we cannot “cut our way to greatness.” We must also focus on top line growth. Our success in fiscal year 2025 means our balance sheet is now a competitive strength with ample liquidity to weather geopolitical unpredictability, while providing dry powder for opportunistic investments in our return to profitable growth.
Kimball has always focused on high-complexity, high-reliability programs—whether it’s braking and steering systems in vehicles, motor controls for HVAC systems or diagnostic and therapeutic equipment in the medical field. Our emphasis on quality and reliability is deeply embedded in how we operate across all verticals. Internally, we reference a ‘five 9s’ reliability standard—99.999%—as a reflection of the performance and consistency we strive for. Our medical CMO aligns well with this objective and our expertise in highly-regulated, highly-engineered, complex manufacturing environments. The recent announcement by our largest medical customer that they were making Kimball the sole supplier on their respiratory care final assembly and HLA business is a great example of our growth potential.
In the medical CMO space, we see opportunities for higher EBITDA margins. Our strategy is to pursue growth with blue chip customers who have long product life cycles and a high degree of visibility. Not only will we add capabilities, we will continue building our scalable platform that creates opportunities for vertical integration, positions us to take on more of the complex programs that align with our strengths, and supports the work we already do well, like drug delivery, one of our key areas of focus.
Our new 300,000-square-foot medical CMO facility in Indianapolis is an important milestone in this strategy. It gives us the space we need to expand our production capabilities in cold chain management, complete device assembly, and precision-molded plastics. Our current manufacturing expertise includes medical disposables, single-use surgical instruments, and selected drug delivery devices, such as auto-injectors. We’re expanding this expertise to areas such as cardiology, orthopedics, minimally invasive surgery, and surgical instruments & packaging. The medical market presents us with a compelling opportunity to diversify our revenue and leverage our core strengths as a trusted partner in a complex and highly-regulated industry. With this facility, we are well-positioned to meet current and future customer needs while staying committed to exploring inorganic options to augment this space where it makes strategic sense.
We expect fiscal year 2026 to be another step forward in this journey and anticipate positive topline growth in fiscal year 2027. Throughout, we will stay true to our Guiding Principles and continue to:
Be collaborative and team-oriented,
Set high aspirations with attainable targets that require stretching,
Communicate openly and proactively, and
Remain accountable to each other, to our Company, to our customers, and to you, our Share Owners.
I’m excited for Kimball’s future and thank you for your support.
| 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 2025 Proxy Statement and the Q&A with information about the 2025 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 Kimball Electronics’ new Indianapolis facility, located at 1220 South Post Road, Indianapolis, Indiana, beginning on Friday, November 14, 2025, 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 PhillipsChief Executive Officer and DirectorKimball 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 Company’s facility at 1220 South Post Road, Indianapolis, Indiana, on Friday, November 14, 2025, at 10:00 A.M., Eastern Standard Time (EST). At the Annual Meeting, you will have the opportunity to vote on three important proposals:
| 1. | To elect three (3) directors of the Company (“Proposal 1”). |
| 2. | To ratify the selection of the Company’s independent registered public accounting firm for fiscal year 2026 (“Proposal 2”). |
| 3. | An advisory vote on the compensation paid to the Company’s Named Executive Officers (“Proposal 3”). |
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 15, 2025 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 14.
By Order of the Board of Directors
Douglas A. Hass
Chief Legal & Administrative Officer, Secretary
| 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 | 4 |
| Summary of Information About The Annual Meeting | 7 |
| Agenda Items and Board Recommendations | 7 |
| Proposal 1: Election of Directors | 8 |
| Nominees for Election as Directors by Holders of Common Stock | 8 |
| Board Leadership Structure | 12 |
| Board Committees | 12 |
| Audit Committee | 13 |
| Nominating and ESG Committee | 14 |
| Talent, Culture, and Compensation Committee | 14 |
| Board Qualifications and Composition | 15 |
| Qualifications and Composition Summary | 16 |
| Board Classification | 17 |
| Board and Annual Meeting Attendance | 17 |
| Director Independence and Refreshment | 17 |
| Director Compensation | 18 |
| Corporate Governance at Kimball Electronics | 19 |
| Governance Philosophy | 19 |
| Share Owner Rights | 19 |
| The Board's Strategic Planning Role | 19 |
| How the Board Addresses and Oversees Risk | 19 |
| Board Risk Oversight Roles | 20 |
| Sustainability Oversight; Including Environmental, Health and Safety and Social Responsibility Risks | 21 |
| Cybersecurity/Information Security Oversight | 22 |
| Oversight, Review, and Approval of Transactions with Related Persons | 22 |
| Our People are the Company: Human Capital Management | 23 |
| 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 2025 Performance and Executive Compensation Program | 34 |
| II. Compensation Philosophy and Governance | 36 |
| III. Fiscal Year 2025 Named Executive Officer Compensation | 39 |
| IV. Additional Compensation Policies and Practices | 47 |
| 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 2025 | 51 |
| Outstanding Equity Awards at Fiscal Year End 2025 | 53 |
| Option Exercises and Stock Vested in Fiscal Year 2025 | 54 |
| Nonqualified Deferred Compensation in Fiscal Year 2025 | 54 |
|---|---|
| Employment Agreements with NEOs and Potential Payments Upon Termination or Change-In-Control | 55 |
| CEO Pay Ratio | 57 |
| Pay vs. Performance of our NEOs | 57 |
| Equity Compensation Plans Information | 61 |
| Proposal 3: Advisory Vote on the Compensation Paid to Our Named Executive Officers | 61 |
| Share Ownership Information | 63 |
| Information About the 2025 Annual Meeting | 65 |
| Other Matters | 69 |
| Submission of Nominations and Proposals For 2026 | 69 |
| Communication with the Board | 70 |
| Appendix A: Pre-Approval Process for Services Performed by the Independent Registered Public Accounting Firm | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.