DEF 14A of Kimball Electronics, Inc., Sep 26, 2024

DEF 14A of Kimball Electronics, Inc.

Filed Sep 26, 2024 · FY20240001606757-24-000048

Open on EDGAR

  1. SCHEDULE 14A

    | 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 | | Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation Paid to Our Named Executive Officers | 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 |

  2. Nominees For Election as Directors by Holders of Common Stock

    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:

  3. Nominees For Election as Directors by Holders of Common Stock

    | | 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. | |

  4. Nominees For Election as Directors by Holders of Common Stock

    | | 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. | |

  5. Nominees For Election as Directors by Holders of Common Stock

    | Other Directors Not Standing for Re-election in 2024 |

  6. Nominees For Election as Directors by Holders of Common Stock

    | | 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. | |

  7. Nominees For Election as Directors by Holders of Common Stock

    | | 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. | |

  8. Nominees For Election as Directors by Holders of Common Stock

    | | 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. | |

  9. Nominees For Election as Directors by Holders of Common Stock

    | | 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. | |

  10. Nominees For Election as Directors by Holders of Common Stock

    | | 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. | |

  11. Nominees For Election as Directors by Holders of Common Stock

    | | 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. | |

  12. Nominees For Election as Directors by Holders of Common Stock

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

  13. Qualifications and Composition

    Qualifications and Composition

  14. 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 | | | | | | | | | | Strategy Development | | | | | | | | | | Financial & Accounting | | | | | | | | | | Cybersecurity / Information Security | | | | | | | | | | Environmental & Facility | | | | | | | | | | Social / Talent / Culture | | | | | | | | | | Corporate Governance | | | | | | | | |

  15. Qualifications and Composition

    • Board • Audit • Nominating and ESG (NESG) • Talent, Culture, & Compensation (TCC)

  16. Director Compensation

    Director Compensation

  17. Non-Employee Director Compensation in Fiscal Year 2024

    Non-Employee Director Compensation in Fiscal Year 2024

  18. Non-Employee Director Compensation in Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | (a) | (b) | (c) | (h) | | Michele A. M. Holcomb | $80,000 | $125,000 | $205,000 | | Gregory J. Lampert | $82,509 | $125,014 | $207,523 | | Robert J. Phillippy | $105,000 | $125,014 | $230,014 | | Colleen C. Repplier | $80,000 | $125,000 | $205,000 | | Gregory A. Thaxton | $82,500 | $125,000 | $207,500 | | Tom G. Vadaketh | $85,000 | $125,000 | $210,000 | | Holly A. Van Deursen | $80,000 | $125,014 | $205,014 |

  19. Non-Employee Director Compensation in Fiscal Year 2024

    (1)Represents fees paid during fiscal year 2024 and includes the following number of shares for which the director elected to receive Common Stock in lieu of cash: Mr. Lampert 3,269, Ms. Repplier 3,169, and Mr. Vadaketh 3,368. These shares were valued using the per share price of $25.24, the market value for such shares on November 27, 2023. Ms. Repplier and Mr. Vadaketh each elected to defer receipt of all these shares under the Deferral Plan. Mr. Lampert’s fiscal year 2024 annual retainer fee award was issued to him under the 2023 Plan. (2)Represents the value of the equity retainer awards granted during the year of 4,953 shares for each non-employee director using the per share price of $25.24, the market value for such shares on November 27, 2023. Ms. Holcomb, Ms. Repplier, Mr. Thaxton, and Mr. Vadaketh each elected to have all their fiscal year 2024 equity retainer awards deferred under the Deferral Plan. Mr. Lampert’s, Mr. Phillippy’s, and Ms. Van Deursen’s fiscal year 2024 equity retainer awards were issued to them under the 2023 Plan.

  20. Non-Employee Director Compensation in Fiscal Year 2024

    | CORPORATE GOVERNANCE AT KIMBALL ELECTRONICS |

  21. Key Aspects and Designs of the FY 2024 Executive Compensation Program

    | Component and Rationale | CEO Proportion (1) | NEO (2) Proportion (1) | Performance Measure Components | Performance Period | Characteristics | 2024 Actions | | Base Salary Appropriate level of fixed compensation that will promote executive recruitment and retention. | | | | Ongoing | Fixed cash | Adjusted base salaries of Mr. Korn, Ms. Thomson, and Ms. Croom based on roles, market considerations | | Annual Short-Term (Cash) Incentives Variable pay to incentivize and recognize performance in areas of short-term strategic importance to link compensation with our financial success. | | | Economic Profit | One Year | Performance-based cash | Above target payout of 45% of base salary (111% for CEO) awarded based on FY24 economic profit of $7.584M | | Long-Term (Equity) Incentives Equity-based pay to incentivize and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with Share Owners. | Performance Shares | | | | | | | | | | Three-year Profitability Attainment (operating income vs. strategic plan goals) Three-year Growth Attainment (Our 3-year Revenue CAGR vs. EMS industry 3-year Revenue CAGR) | Three Years | Cliff-vested performance shares | Issued FY24-FY26 grants to NEOs; Awarded FY22-FY24 PSUs at 99.4% of total (49.4% for profitability attainment, 50% for growth attainment) | | | Restricted Shares | | | | | | | | | | | Three Years | Incrementally vested restricted shares | Issued FY24-FY26 grants to NEOs | | (1) Proportion represents the base salary, target annual incentive award, and grant date fair market value of long-term incentives granted in fiscal year 2024 (with performance share grants measured at target). | | | | | | | | (2) Represents the average of all NEOs for fiscal year 2024, other than the CEO. Percentages are rounded. | | | | | | |

  22. Compensation Program Governance: How We Make Compensation Decisions

    | | What We Do | | What We Don’t Do | | ✓ | Promote a long-term focus through multi-year vesting and performance requirements. | ✗ | Apply rigid categorical methodologies or formulas in setting the components, level, and mix of executive compensation. | | ✓ | Provide a long-term incentive program for executive officers comprised primarily of performance-based equity. | ✗ | Offer uncapped cash or equity incentive plans. | | ✓ | Include minimum and maximum thresholds for long-term incentive payouts, so executive officers have both upside and downside opportunities. | ✗ | Enter into long-term employment agreements with executives. | | ✓ | Maintain a robust director and executive stock ownership policy that helps align the interests of our Share Owners with our directors and executive officers. | ✗ | Provide “single trigger” change-in-control provisions. | | ✓ | Require executives to retain 100% of all net shares (post-tax) that vest until achieving their stock ownership requirements. | ✗ | Offer tax gross ups on perquisites or severance for executives. | | ✓ | Review the metrics for our cash and equity awards annually. | ✗ | Guarantee cash or equity bonuses or salary increases. | | ✓ | Include a metric in our performance-based equity awards based on performance relative to our industry to reward significant positive outperformance. | ✗ | Allow any short sales, pledging, hedging, or trading in derivatives of our securities. | | ✓ | Deliver short and long-term awards based on clear formulas. | ✗ | Maintain evergreen equity plans. | | ✓ | Utilize a third-party compensation consultant to advise on market, peer, and best practices for executive compensation. | ✗ | Reprice or replace underwater equity awards. | | ✓ | Maintain a strong clawback policy to ensure accountability. | ✗ | Issue equity awards at below-market exercise rates. | | ✓ | Require a minimum one-year vesting period for performance shares and restricted stock granted under our stock plan. | ✗ | Pay dividends on unvested stock awards. |

  23. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant During fiscal year 2024, the Committee used data from Aon, its third-party compensation consulting firm, in setting executive compensation. Aon was engaged directly by the Committee to advise on levels and components of executive compensation and peer incentive pay practices, and to consult on our peer group composition. The Committee also uses full market compensation studies provided by Aon. The data from Aon included information on base pay, stock awards, and other forms of compensation awarded at comparable companies. The Committee used this data and recommendations from management as a reference point when making compensation decisions during fiscal year 2024 to ensure that the types and amounts of executive compensation were reasonable and competitive.

  24. Compensation-Related Actions for FY 2024 NEO Compensation

    | February 2023 | | • | May 2023 | | • | June 2023 | | • | August 2023 | | • | | | Reviewed the peer group and determined to maintain the same peer group for fiscal year 2024 as used for fiscal year 2023. | | | Considered results of Share Owner advisory vote on our executive compensation (Say on Pay) from our annual meeting. Reviewed and approved NEO compensation levels for fiscal year 2024. | | | Approved 2023 Kimball Electronics Equity Incentive Plan and recommended to the Board that it approve the plan and place it on the Annual Meeting agenda. Approved fiscal year 2024 incentive bonus plan profit tiers. | | | Approved long-term performance and restricted share grants for fiscal year 2024. Certified fiscal year 2023 economic profit results resulting in approval of issuance of long-term performance shares and incentive bonus plan payments. Approved 401(k) profit sharing contribution. | |

  25. Compensation Peer Groups and Peer Selection Process

    Compensation Peer Groups and Peer Selection Process For compensation planning purposes, the Committee, with input from management and Aon, has constructed a peer group to compare the compensation of our executive officers with that paid by other companies that are similar to us and that we believe compete with us for executive talent. The Committee selected the peer group using objective criteria such as: •Company size and performance (revenue and operating margin); •Companies identified as specific competitors for executive and critical talent; and •Industry classification based on GICS industry sector, primarily those in the electronic components and electronics manufacturing services industries. The Committee uses competitive compensation data from an annual total compensation study for the executives at the Company and the peer group companies to inform the Committee’s decisions about overall compensation opportunities and specific compensation elements. Additionally, the Committee reviews general industry compensation survey data to supplement its review. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning. The Committee conducts reviews of the peer group and selection criteria annually to ensure that both are appropriate. Based on its annual review, the Committee adopted the following peer group for comparing our fiscal year 2024 compensation. At the time of our peer group review in February 2023, Kimball Electronics was in the 58th percentile for revenue and 29th percentile for market capitalization compared with the compensation peer group.

  26. Peer Group Used in Compensation Planning for Fiscal Year 2024

    Peer Group Used in Compensation Planning for Fiscal Year 2024

  27. Peer Group Used in Compensation Planning for Fiscal Year 2024

    | Company | Stock Symbol | | Bel Fuse Inc. | BELFB | | Benchmark Electronics, Inc. | BHE | | Celestica Inc. | CLS | | CTS Corporation | CTS | | Daktronics, Inc. | DAKT | | ePlus inc. | PLUS | | Itron, Inc. | ITRI | | Key Tronic Corporation | KTCC | | Knowles Corporation | KN | | Methode Electronics, Inc. | MEI | | OSI Systems, Inc. | OSIS | | Plexus Corp. | PLXS | | Powell Industries, Inc. | POWL | | ScanSource, Inc. | SCSC | | Triumph Group, Inc. | TGI | | TTM Technologies, Inc. | TTMI | | Universal Electronics Inc. | UEIC |

  28. Peer Group Used in Compensation Planning for Fiscal Year 2024

    At the time that the Committee reviewed the peer group in February 2023, Kimball Electronics was at the 58th percentile of the trailing twelve-month revenue and the 47th percentile of operating margin of the peer group companies.

  29. Annual (Cash) Incentive Design

    Annual (Cash) Incentive Design We provide annual incentive awards to our NEOs based on our financial performance. The Committee sets a target annual incentive value for each NEO, which is their base salary multiplied by a percentage that can range from 0% to 100% (200% for our CEO). We pay annual incentive awards based on our performance measured against pre-established financial goals, which can range from 0% to 100% (200% for our CEO) of base salary based on the achievement of Plan goals established by the Committee at the beginning of each fiscal year. The Committee ended the individual personal performance bonus pilot program after fiscal year 2023.

  30. Profit Sharing Incentive Bonus Plan Framework

    Profit Sharing Incentive Bonus Plan Framework Our NEOs, like all full-time salaried employees worldwide at Kimball Electronics, are eligible to participate in the Profit Sharing Incentive Bonus Plan, which provides participants with an opportunity to receive a cash payment if we achieve certain profitability levels (tiers) for the fiscal year. The goal of the Profit Sharing Incentive Bonus Plan is to link compensation with the long-term financial success of the Company and Share Owner return. A key aspect of the Plan to accomplish this goal includes the fact that substantially all full-time salaried employees participate in the same bonus plan, which puts all management employees in the same position to encourage growth of economic profit. Substantially all full-time salaried employees have some portion of their compensation “at-risk,” and the variable incentive portion of pay is linked to financial results. The variable incentive can represent a significant part of a Plan participant’s total compensation, thus putting more compensation at-risk and giving them greater incentive to improve economic profit and increase Share Owner value. The higher our economic profits, the more we share with Plan participants. This links directly to our corporate goal of providing exceptional long-term returns to our Share Owners and our Guiding Principle that we want employees to share in our success. At the beginning of each fiscal year, the Committee assigns a specific amount of economic profit to each tier. Economic profit is a non-GAAP financial measure equal to the amount of net income less the cost of capital. The cost of capital represents the economic cost of a reasonable return on capital that is used in the business. New capital expenditures are excluded in computing the cost of capital for an appropriate period of time (generally 3 years for major facility expansions and 12 months for all other) to encourage needed capital investments. We believe that economic profit provides additional perspective to stakeholders about our performance, and in particular the profits we generate over and above the cost of capital we use to do so. For our NEOs, the Profit Sharing Incentive Bonus Plan measures economic profit for Company-wide performance. This design emphasizes the importance of our leaders working together as a team to deliver profitable growth on an enterprise level. The Profit Sharing Incentive Bonus Plan establishes potential cash incentive amounts as a range of percentages of the NEO’s salary, with the payout percentage increasing with higher levels of profitability. The Plan also establishes different payout percentage ranges for participants like our NEOs who, by virtue of their responsibilities, are expected to have a greater effect on the Company’s profitability. Our CEO followed by our other NEOs have the greatest amounts at risk of any Profit Sharing Incentive Bonus Plan participants. As the achieved economic profit tier increases, the NEO’s bonus potential increases along with the amount of their total take-home pay that is variable or “at risk” based on our profitability. The Plan is designed to share significantly more bonus at world-class (tier 1 economic profit) performance levels, though its economic profit thresholds also ensure that the amount of each dollar of profit that we share with NEOs is appropriately limited. The Committee sets the economic profit tiers at the beginning of each fiscal year after considering many factors, including comparisons to the economic performance of the cumulative TSR reference group that we identify in our Form 10-K. For participants to earn target annual incentive compensation, we must earn not only net income but also an economic profit. This provides an important link to Share Owner value: our NEOs share in a portion of the value we create for Share Owners only when we create such value. Accordingly, the Committee sets the threshold for tier 6 so that net income is at or just above $0. Payouts are interpolated between each tier.

  31. Profit Sharing Incentive Bonus Plan: Target Opportunities for NEOs

    Profit Sharing Incentive Bonus Plan: Target Opportunities for NEOs The following table summarizes the Profit Sharing Incentive Bonus Plan’s cash incentive payout percentages at each economic profit tier for our CEO and other NEOs; the associated economic profit threshold for each tier that the Committee established for fiscal year 2024; and the threshold, target, and maximum opportunities for each NEO:

  32. Profit Sharing Incentive Bonus Plan: Target Opportunities for NEOs

    | Performance Level | Economic Profit Tiers | Economic Profit Threshold (in thousands) | CEO (NEO) Bonus Payout as % of Base Salary | | Maximum | 1 | 70,127 | 200% (100%) | | | 2 | 50,395 | 175% (80%) | | | 3 | 28,111 | 150% (60%) | | Target | 4 | 1,508 | 100% (40%) | | | 5 | (12,705) | 50% (20%) | | Threshold (Net Income: > $0) | 6 | (52,329) | 0% |

  33. Profit Sharing Incentive Bonus Plan: Target Opportunities for NEOs

    Achievement of a tier 1 incentive payout for NEOs is very difficult because the Profit Sharing Incentive Bonus Plan is designed to pay maximum cash incentives only if we achieve economic profitability near the top decile of the public companies in the cumulative TSR reference group that we identify in our Form 10-K. The Committee approves the economic profit tiers shortly after the commencement of each fiscal year, usually in late July or early August. The Committee does not have the authority to increase, but can decrease, the amount of any cash incentive for NEOs under the Profit Sharing Incentive Bonus Plan. Cash incentives earned by our NEOs under the Profit Sharing Incentive Bonus Plan are earned and paid each August after the end of the fiscal year, unless local law dictates otherwise. Except for provisions relating to retirement, death, permanent disability, and certain other circumstances described in a benefit plan, an NEO must be actively employed on each payment date to be eligible to earn and receive any unpaid installments. If an NEO’s termination of employment is caused by retirement, death, disability, or certain other circumstances described in an applicable benefit plan, the NEO (or beneficiary, in the event of the NEO’s death) will be entitled to receive all cash incentive payments for the previous fiscal year and a pro rata share for the current fiscal year, all to be paid in full within 2½ months after the end of our fiscal year.

  34. FY2024 Annual (Cash) Incentive Outcomes

    | | Phillips | Croom | Korn | Thomson | Hass | | Maximum FY2024 cash incentive (% of base salary) | 200% | 100% | 100% | 100% | 100% | | Target FY2024 cash incentive (%) | 100% | 40% | 40% | 40% | 40% | | Total Awarded FY2024 Profit Sharing incentive (%) | 111% | 45% | 45% | 45% | 45% | | Total Awarded FY2024 Profit Sharing incentive ($) | $943,500 | $202,500 | $213,750 | $173,250 | $153,000 |

  35. Fiscal Year 2024 Long-Term (Equity) Incentives

    Fiscal Year 2024 Long-Term (Equity) Incentives

  36. Long-Term (Equity) Incentive Design

    Long-Term (Equity) Incentive Design The Company’s 2023 Equity Incentive Plan (the “2023 Plan”) permits a variety of stock incentive benefits consisting of restricted stock, restricted share units, unrestricted share grants, incentive stock options, non-qualified stock options, stock appreciation rights, performance shares, and performance units. Under the 2023 Plan, no option or stock appreciation rights may be repriced, replaced, regranted through cancellation, repurchased for cash or other consideration, or modified without Share Owner approval (except in connection with a change in our capitalization) if the effect would be to reduce the exercise price for the shares underlying the award.

  37. Long-Term (Equity) Incentive Framework: Target Opportunities for NEOs

    Long-Term (Equity) Incentive Framework: Target Opportunities for NEOs The Committee calculates each annual grant value opportunity as a percentage of base salary for the NEOs and uses comparisons to pay levels of peer companies as a reference point to inform this equation. NEOs have no voting or dividend rights with respect to the shares granted until earned and awarded. We use the term “grant” to mean the number of shares that we have provided an employee the opportunity to earn, at target, if we attain our goals in a future performance period. We use the term “award” to mean the number of shares out of each grant that an employee earns based on our attainment of our goals in a prior performance period. When it awards performance shares, the Committee uses a formula to determine the number of shares from each grant the NEO would be eligible to earn after the three-year performance (vesting) period. The formula is a combination of our profitability based on our operating income over the performance period as defined in our operating business plans for the applicable fiscal years ended June 30 (“Operating Income Goal”) and our growth based on a comparison of our three-year Revenue CAGR to the EMS Industry’s three-year Revenue CAGR. The Profitability Attainment represents 60% of the total cliff-vested award, and the Growth Attainment represents 40% of the total cliff-vested award. The final percentages above are multiplied by those weights to reach the percentage of the total grant that an NEO would be eligible to earn as an award. The Committee approves the Company’s three-year strategic plan each year that contains the Operating Income Goal that serves as the denominator in the Profitability Attainment Percentage. The Committee applies the following formulas:

  38. Long-Term (Equity) Incentive Framework: Target Opportunities for NEOs

    | Profitability Attainment Percentage = | Operating income for the applicable fiscal years | | | Operating Income Plan |

  39. Long-Term (Equity) Incentive Framework: Target Opportunities for NEOs

    | Growth Attainment Percentage = | Company’s 3-year CY Revenue CAGR | | | EMS 3-year CY Revenue CAGR |

  40. FY2024 Long-Term (Equity) Incentives

    FY2024 Long-Term (Equity) Incentives For fiscal year 2024, the Committee granted approximately 80% of the long-term incentives in performance share units for our CEO and 64% for our other NEOs, and 20% in restricted shares for our CEO and 36% for our other NEOs. The performance share unit awards vest, if at all, on the third anniversary of the grant date (after fiscal year 2026). The restricted shares vest in annual installments over the succeeding three-year period, subject to the NEO’s continued service.

  41. FY2024 Long-Term (Equity) Incentives

    | Type of Long-Term Incentive Vehicle | Proportion of Long-Term Incentive Grant | Vesting Schedules | Metrics (Weighting) | Rationale for Use of Incentive Vehicle | | Performance Share Units | 64% (80% for our CEO) | Three-year cliff vesting | 1) Profitability Attainment (60%) 2) Growth Attainment (40%) | Ties a portion of long- term compensation directly to our profitability and our performance relative to our industry. | | Restricted Shares | 36% (20% for our CEO) | 1/3 in three equal, annual installments | Continuous Service by the NEO (100%) | Aligns the interests of our NEOs with those of our Share Owners because the value of RSUs increases or decreases as the price of our stock changes. |

  42. FY2024 Long-Term (Equity) Incentives

    The Committee determined the number of shares to grant to each of our NEOs based on each NEO’s relative level of responsibilities within an overall projected total cost of the awards based on anticipated financial performance for the upcoming fiscal year, as well as on other subjective factors noted above in this section. The Committee also reviewed and approved the Company’s three-year operating plan for fiscal years 2024 through 2026, including our three-year Operating Income Goal that serves as the denominator in the Profitability Attainment measure for performance shares. The Committee emphasizes profitability on an absolute basis in the Profitability Attainment Goal for performance shares and vests restricted shares over a long-term horizon to remain consistent with our Guiding Principle that Profits are the ultimate measure and to ensure that long-term incentive compensation retains a strong link to Share Owner value: our employees share in a portion of the value we create for Share Owners only when we create such value. The Committee selected a relative measure for the performance shares’ Growth Attainment Goal to require us to outperform our industry for our NEOs to earn incentives above target.

  43. FY2024 Long-Term (Equity) Incentives

    | Long Term Incentive Performance Periods (vesting events in blue) | | | | | | | | | | FY22 | FY23 | FY24 | FY25 | FY26 | | | FY22-24 PSUs | Year 1 | Year 2 | Year 3 | | | | | FY23-25 PSUs | | Year 1 | Year 2 | Year 3 | | | | FY24-26 PSUs | | | Year 1 | Year 2 | Year 3 |

  44. FY2024 Long-Term (Equity) Incentives

    The three-year cliff vesting period for performance shares reinforced the focus of our NEOs on our long-term success, and the resulting value it delivers to our Share Owners, by further aligning their personal financial success with that long-term success. In each case, the performance share grants set forth the number of shares of our stock that the participant was eligible to receive if we achieved the applicable profitability levels and sales growth goals for the fiscal years covered by the grant. The number of Performance Shares of our Common Stock that our NEOs may earn will be based on the Committee’s assessment after each applicable Performance Period of our goal attainment during that Performance Period.

  45. FY2024-2026 Performance Period Grants

    | Named Executive Officer | Target Opportunity (% of Base Salary) | Target Opportunity ($) | Performance Shares Granted (Target Number of Shares) (1) | Restricted Shares Granted (Number of Shares) (1) | | Richard D. Phillips | 322% | $2,734,840 | 74,953 | 18,738 | | Jana T. Croom | 172% | $774,002 | 17,157 | 9,359 | | Steven T. Korn | 167% | $794,260 | 17,331 | 9,879 | | Kathy R. Thomson | 96% | $370,275 | 8,006 | 4,679 | | Douglas A. Hass | 96% | $326,811 | 7,071 | 4,125 |

  46. FY2024 Share Grants (COO Only): FY2024-2028 COO Performance and Restricted Shares Grant

    | Performance Period | Performance Metric (assessment of achievement of metrics will determine payout between 0%-100%) | | Year 3 (FY26) | •Identify current operations team member(s) currently reporting to COO for additional leadership development opportunities | | | •Identify operations team member(s) that demonstrate sufficient ability to present key business objectives to executive leadership and Board | | | •Identify operations team member(s)that demonstrate leadership of key project(s) accomplishing those key business objectives | | Year 4 (FY27) | •Identify and establish appropriate leadership structure in light of new COO role, complexity and anticipated growth of the Company and its business units, and skills of direct reports | | | •Complete assessments of individual leaders in new structure and identify coaching/development opportunities for those leaders to improve talent pipeline and business continuity | | Year 5 (FY28) | •Establish rotation of leadership assignments based on new structure and individual leaders identified in Year 4 | | | •Direct reports are rated as exceeding expectations in Leading, the Kimball Way leadership development program | | | •Identify additional candidates among direct and indirect reports for leadership assignments |

  47. FY2024 Share Grants (COO Only): FY2024-2028 COO Performance and Restricted Shares Grant

    | Named Executive Officer | Maximum Opportunity (% of Base Salary) | Maximum Opportunity ($) | Performance Shares Granted (Target Number of Shares) (1) | Restricted Shares Granted (Number of Shares) (1) | | Steven T. Korn | 310% | $1,470,235 | 35,033 | 23,356 |

  48. FY2024 Vesting Events: FY2023-25 2/3 Restricted Share Vesting Awards, FY2024-26 1/3 Restricted Share Vesting Awards, FY2022-2024 Cliff Vesting Award

    FY2024 Vesting Events: FY2023-25 2/3 Restricted Share Vesting Awards, FY2024-26 1/3 Restricted Share Vesting Awards, FY2022-2024 Cliff Vesting Award One third of each of the Committee’s grants of Restricted Shares made in fiscal years 2023 (second of three tranches) and 2024 (first of three tranches) vested in August 2024. The Committee granted Performance Shares in fiscal year 2022 to our NEOs that cliff vest (if at all) three years after the grant date for the fiscal year 2022-2024 performance period. The shares pay out based on specific, pre-established performance goals tied to the creation of long-term value for our Share Owners. This award vested following fiscal year 2024. Our three-year Revenue CAGR for our calendar years 2021 through 2023 was 14.30%. The EMS Industry’s three-year Revenue CAGR for calendar years 2021 through 2023 was 3.72%. Accordingly, the Committee applied the following formula to this tranche:

  49. FY2022-2024 Cliff Vest Award

    | Growth Attainment Percentage = | 14.30% (Company’s CY21-23 Revenue CAGR) | ‘= 384.2% | > 125%, thus 125% x 40.0% (weighting) = 50.0% payout | | | 3.72% (EMS CY21-23 Revenue CAGR) | | |

  50. FY2022-2024 Cliff Vest Award

    | | Weight | FY22-24 Period Metric Payout | | Profitability Attainment | 60.0% | 49.4% | | Growth Attainment | 40.0% | 50.0% | | Total Attainment in FY24 | 100.0% | 99.4% |

  51. FY2022-2024 Cliff Vest Award

    | Named Executive Officer | Performance Shares Awarded for FY22-24 Period | Restricted Shares Awarded for FY23 Period | Restricted Shares Awarded for FY24 Period | Aggregate Award Value (number of shares) | Aggregate Award Value ($) (1) | | Richard D. Phillips (2) | — | — | 6,246 | 6,246 | $116,051 | | Jana T. Croom | 11,718 | 1,597 | 3,120 | 16,435 | $305,362 | | Steven T. Korn | 16,623 | 1,696 | 3,293 | 21,612 | $401,551 | | Kathy R. Thomson | 7,793 | 861 | 1,560 | 10,214 | $189,776 | | Douglas A. Hass | 5,223 | 1,410 | 1,375 | 8,008 | $148,789 |

  52. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Because the Internal Revenue Code (“IRC”) limits the benefit value that may be contributed to and paid from a tax-qualified retirement plan, we also provide our NEOs, and other key employees deemed to be highly compensated under the IRC with additional retirement benefits intended to restore amounts that would otherwise be payable under our tax-qualified retirement plans if the IRC did not have limits on includable compensation and maximum benefits. These employees are eligible to participate in a fully funded, nonqualified, Supplemental Employee Retirement Plan (“SERP”) under which we contribute to the account of each participant an amount equal to the required reduction in their Company contribution under the 401(k) Retirement Plan. The object of the SERP is to restore total executive retirement benefits to the same percentage level provided to our salaried employees who are not limited by the IRC restrictions. In addition to Company contributions, participants may voluntarily defer up to 50% of their eligible compensation under the SERP. A participant’s deferrals are fully vested. Company contributions vest immediately. For additional detail, please refer to the compensation table titled “Nonqualified Deferred Compensation in Fiscal Year 2024.”

  53. Employment and Severance Arrangements

    Employment and Severance Arrangements We do not have employment agreements with our NEOs; each of them is employed at will. However, we believe that it is appropriate to provide severance pay to an NEO when we involuntarily terminate the executive’s employment without “cause,” and in some cases when the executive voluntarily terminates their employment for “good reason” (each as defined in the Plan), to provide income replacement that will allow the executive to focus on our long-term strategic priorities throughout their employment. Accordingly, all of our NEOs participate in the Kimball Electronics, Inc. Leadership Team Severance and Change in Control Plan (the “Severance Plan”). The Plan contains a “double trigger” arrangement for change in control benefits – i.e., severance benefits under these arrangements are only triggered by a qualifying event that also results in the executive’s termination of employment under certain specific circumstances within 24 months following the event. Likewise, unless the Board decides otherwise, upon a change in control, the vesting of otherwise unvested equity awards will accelerate only upon the occurrence of a termination of employment in connection with the change in control. The Plan does not provide for any excise tax gross ups imposed as a result of severance or other payments deemed made in connection with a change of control. See the section Employment Agreements with NEOs and Potential Payments upon a Termination or Change-in-Control of this Proxy Statement, which describes the payments to which our NEOs may be entitled under the Severance Plan.

  54. Timing of Equity Award Grants

    Timing of Equity Award Grants The TCC Committee does not grant or otherwise authorize equity compensation in anticipation of the release of material nonpublic information. Pursuant to the Board’s policy and procedures for granting equity-based awards, we make grants and awards of our common stock after each fiscal year described above only after (1) a public announcement of our earnings release for that fiscal year and (2) enough time has elapsed for the market to respond to that public announcement. Similarly, we do not time the release of material nonpublic information based on equity award grant dates.

  55. Clawback Policy

    The Board believes that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on the Company. In addition, the TCC Committee believes that the mix and design of the elements of executive compensation provide our executives with financial incentives to incorporate appropriate risk management as part of our risk governance framework and do not encourage management to assume excessive risks. With the assistance of the Company’s internal audit team, for fiscal year 2024, the Committee extensively reviewed the elements of executive compensation to determine whether any portion of executive compensation encouraged excessive risk taking and concluded that the compensation program does not incentivize unnecessary or excessive risk taking. The base salary component of compensation does not encourage risk-taking because it is a fixed amount. The short-term and long-term incentive plan awards have these risk-limiting characteristics: •Our compensation programs rely primarily on pre-established Company-wide operational and market-relative metrics that apply equally to all executive officers to minimize the incentive to produce any particular outcome, to encourage a unified and responsible approach to achieving our goals, and to diversify the risk associated with any single aspect of Company or executive performance; •Overlapping performance periods for incentive plan awards limit the impact of short-term business performance or share price fluctuations on final plan outcomes; •We do not grant stock options, which may provide an asymmetrical incentive to take unnecessary or excessive risks to increase the price of our common stock; •Members of our independent Committee approve all compensation targets, certification of target achievement, and authorization of payments to executive officers, and no executive officer participates in deliberations about or approvals of their own compensation. •Cash and stock incentive awards are capped at a percentage of the target incentive award; •Equity awards are delivered in shares of Company common stock with multi-year vesting schedules or performance periods, which align the interests of our executive officers to long-term Share Owner interests; •Incentive awards are subject to our clawback policy; and •Our robust equity ownership guidelines discourage excessive risk taking. Furthermore, as described under “Compensation Discussion and Analysis — Compensation Philosophy and Governance,” compensation decisions are not purely formulaic and include subjective analysis by the Committee, which mitigates the influence of purely objective calculations on excessive risk taking. The TCC Committee reviews the Company’s compensation policies and practices on an annual basis to consider how effectively the policies and practices are providing incentives at an appropriate level of risk to executive employees.

  56. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table appearing below sets forth information regarding the compensation paid and/or awarded to our Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executive officers for or during the years ended June 30, 2024, 2023, and 2022. These officers are referred to herein as our “named executive officers,” or “NEOs.” The Summary Compensation Table contains values calculated and disclosed according to SEC reporting requirements. The “Stock Awards” column reflects awards with a grant date during each fiscal year.

  57. Summary Compensation Table

    | | | Salary | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Name and Principal Position | Year | ($) | ($) (1) | ($) (2) | ($) (3) | ($) | | Richard D. Phillips (4) | 2024 | $850,000 | $2,734,840 | $943,500 | $26,244 | $4,554,584 | | Chief Executive Officer | 2023 | $271,346 | $3,655,447 | $339,183 | $27,799 | $4,293,775 | | Jana T. Croom | 2024 | $450,000 | $774,002 | $202,500 | $32,898 | $1,459,400 | | Chief Financial Officer | 2023 | $414,154 | $558,970 | $236,068 | $26,807 | $1,235,999 | | | 2022 | $366,731 | $551,938 | $124,688 | $75,608 | $1,118,965 | | Steven T. Korn | 2024 | $475,000 | $2,264,495 | $213,750 | $26,262 | $2,979,507 | | Chief Operating Officer | 2023 | $471,192 | $593,770 | $268,580 | $34,396 | $1,367,938 | | | 2022 | $419,231 | $782,994 | $142,538 | $28,553 | $1,373,316 | | Kathy R. Thomson | 2024 | $385,000 | $370,275 | $173,250 | $17,693 | $946,218 | | Chief Commercial Officer | 2023 | $310,539 | $301,413 | $177,007 | $21,298 | $810,257 | | | 2022 | $272,548 | $367,092 | $92,666 | $21,149 | $753,455 | | Douglas A. Hass (5) | 2024 | $340,000 | $326,811 | $153,000 | $18,263 | $838,074 | | Chief Legal & Compliance Officer, Secretary | | | | | | |

  58. Summary Compensation Table

    (1)Stock awards consist of restricted shares and performance shares, including the Equity Sign-On Inducement Grant for Mr. Phillips. The compensation reported in the table above represents targeted performance share compensation for each of our NEOs, which does not reflect compensation received or earned by the NEOs in the respective years. The amounts included above represent the value at the respective grant dates computed in accordance with FASB ASC Topic 718. We calculated the grant date fair value for the Equity Sign-On Inducement Grant for Mr. Phillips in the table above by multiplying the number of shares subject to the award by the award’s estimated fair value using a Monte Carlo simulation as of March 1, 2023. The maximum number of shares and corresponding maximum value of the Equity Sign-On Inducement Grant that could have been awarded to Mr. Phillips would have been 42,626 shares and $1,087,389, respectively, based on the stock price on the grant date of $25.51. The assumptions used to calculate the grant date fair values are set forth in Note 10 - Stock Compensation Plans to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. (2)Amounts consist of cash incentive compensation earned for services rendered in the applicable fiscal year. The amounts are earned and payable in August after the end of the fiscal year. (3)Includes benefits received by the NEOs from Company contributions earned for the 401(k) Retirement Plans and SERP plans. SERP and 401(k) Retirement Plan Company contribution amounts earned for fiscal year 2024 for Mr. Phillips, Ms. Croom, Mr. Korn, Ms. Thomson, and Mr. Hass were $19,244, $28,246, $26,262, $16,632, and $13,129, respectively. (4)Mr. Phillips began his employment with the Company on March 1, 2023. (5)Mr. Hass first became an NEO in fiscal year 2024. See the Compensation Discussion and Analysis section in this Proxy Statement for further information about the material terms of the NEOs’ compensation plans.

  59. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024

  60. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant Date Fair Value of Stock and Option Awards (4) | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | | ($) | | Richard D. Phillips | | | | | | | | | | | Profit Sharing Incentive Bonus Plan | | $— | $850,000 | $1,700,000 | | | | | | | Long-Term Performance Shares | 08/29/23 | | | | 22,486 | 74,953 | 93,691 | | $2,187,878 | | Restricted Shares | 08/29/23 | | | | | | | 18,738 | $546,962 | | Jana T. Croom | | | | | | | | | | | Profit Sharing Incentive Bonus Plan | | $— | $180,000 | $450,000 | | | | | | | Long-Term Performance Shares | 08/29/23 | | | | 5,147 | 17,157 | 21,446 | | $500,813 | | Restricted Shares | 08/29/23 | | | | | | | 9,359 | $273,189 | | Steven T. Korn | | | | | | | | | | | Profit Sharing Incentive Bonus Plan | | $— | $190,000 | $475,000 | | | | | | | Long-Term Performance Shares | 08/29/23 | | | | 5,199 | 17,331 | 21,664 | | $505,892 | | Restricted Shares | 08/29/23 | | | | | | | 9,879 | $288,368 | | COO Grant Long-Term Performance Shares (5) | 11/15/23 | | | | — | 35,033 | 35,033 | | $882,131 | | COO Grant Restricted Shares (5) | 11/15/23 | | | | | | | 23,356 | $588,104 | | Kathy R. Thomson | | | | | | | | | | | Profit Sharing Incentive Bonus Plan | | $— | $154,000 | $385,000 | | | | | | | Long-Term Performance Shares | 08/29/23 | | | | 2,402 | 8,006 | 10,008 | | $233,695 | | Restricted Shares | 08/29/23 | | | | | | | 4,679 | $136,580 | | Douglas A. Hass | | | | | | | | | | | Profit Sharing Incentive Bonus Plan | | $— | $136,000 | $340,000 | | | | | | | Long-Term Performance Shares | 08/29/23 | | | | 2,121 | 7,071 | 8,839 | | $206,402 | | Restricted Shares | 08/29/23 | | | | | | | 4,125 | $120,409 |

  61. Grants of Plan-Based Awards in Fiscal Year 2024

    (1)Represents potential cash incentive payments under the Profit Sharing Incentive Bonus Plan with respect to fiscal year 2024 performance. The awards do not contain minimum thresholds. The target amount (100% for Mr. Phillips, 40% for other NEOs) is a percentage of base salary. See the column captioned “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for the actual payout amounts under the profit sharing incentive bonus plan for fiscal year 2024 performance. See “Compensation Discussion and Analysis — Compensation Philosophy, Governance, and Framework — Compensation Framework — Annual (Cash) Incentive Framework” for additional information regarding the terms of the Plan. (2)Represents equity incentive plan awards to be issued (if at all, for performance shares) pursuant to the 2014 Stock Option and Incentive Plan and the 2023 Equity Incentive Plan. The 2014 Stock Option and Incentive Plan was replaced in November 2023 and no additional grants can be made under that plan. The 2023 Equity Incentive Plan was approved by the Company’s Share Owners in November 2023 and replaced the 2014 Stock Option and Incentive Plan. These equity incentive plan awards consist of performance shares and restricted shares. The threshold is not a minimum amount payable or awardable. If the specified performance objectives are not met for the applicable performance period, no amount would be payable or awardable for that performance period. See “Compensation Discussion and Analysis — Compensation Philosophy, Governance, and Framework — Compensation Framework — Long-Term (Equity) Incentive Framework” for additional information regarding the terms of performance share and restricted share awards. (3)Amounts represent the number of restricted shares granted to our NEOs on August 29, 2023. The restricted shares granted will vest in three equal annual installments. (4)Amounts represent the grant date fair value of the target number of performance shares granted as well as the grant date fair value of the restricted shares calculated using the closing price of the Company’s Common Stock of $29.19 (with the exception of Mr. Korn’s COO Grant) as reported by Nasdaq on the grant date of August 29, 2023. The assumptions used to calculate the grant date fair values are set forth in Note 9 - Stock Compensation Plans to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. (5)Amounts represent the grant date fair value of the performance and restricted shares granted using the closing price of the Company’s Common Stock of $25.18 as reported by Nasdaq on the November 15, 2023 grant date. The Performance Shares in the COO Grant are expected to vest, if at all, between three and five years after grant date. The Restricted Shares in the COO Grant are expected to vest in three equal annual installments between three and five years after grant date.

  62. Outstanding Equity Awards at Fiscal Year End 2024

    Outstanding Equity Awards at Fiscal Year End 2024 The following table presents information about outstanding share awards held by our NEOs as of June 30, 2024. The table shows information about: (i) Restricted Share Awards and (ii) Performance Share Awards.

  63. Outstanding Equity Awards at Fiscal Year End 2024

    | | Stock Awards | | | | | | (i) Number of Shares or Units of Stock That Have Not Vested | (i) Market Value of Shares or Units of Stock That Have Not Vested | (ii) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | (ii) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Name | (#) (1) | ($) (2) | (#) (3) | ($) (4) | | Richard D. Phillips | 34,083 | $749,145 | 211,356 | $4,645,605 | | Jana T. Croom | 12,552 | $275,894 | 52,895 | $1,162,632 | | Steven T. Korn | 36,627 | $805,060 | 94,528 | $2,077,725 | | Kathy R. Thomson | 6,401 | $140,695 | 28,761 | $632,167 | | Douglas A. Hass | 6,946 | $152,675 | 24,665 | $542,137 |

  64. Outstanding Equity Awards at Fiscal Year End 2024

    (1)Vests in equal installments over three years from the date of the grant (January 4, 2023 for Mr. Phillips, August 19, 2022 for our other NEOs, and August 29, 2023 for all NEOs). (2)The market value is the number of shares shown in the table multiplied by $21.98, the closing market price of our common stock on June 28, 2024, the last trading day of our fiscal year. (3)Unearned and unvested equity incentive plan awards consist of the following long-term performance share (“LTPS”) grants:

  65. Outstanding Equity Awards at Fiscal Year End 2024

    | | Stock Award and Initial Award Date | | | | | | Name | LTPS 11/15/2023 | LTPS 8/29/2023 | LTPS 3/1/2023 | LTPS 8/19/2022 | LTPS 8/24/2021 | | Richard D. Phillips | | | | | | | Shares (#) | | 74,953 | 136,403 | — | — | | Vesting Date(s) | | (b) | (a) | | | | Jana T. Croom | | | | | | | Shares (#) | | 17,157 | | 23,949 | 11,789 | | Vesting Date(s) | | (b) | | (b) | 8/29/2024 | | Steven T. Korn | | | | | | | Shares (#) | 35,033 | 17,331 | | 25,440 | 16,724 | | Vesting Date(s) | (c) | (b) | | (b) | 8/29/2024 | | Kathy R. Thomson | | | | | | | Shares (#) | | 8,006 | | 12,914 | 7,841 | | Vesting Date(s) | | (b) | | (b) | 8/29/2024 | | Douglas A. Hass | | | | | | | Shares (#) | | 7,071 | | 12,339 | 5,255 | | Vesting Date(s) | | (b) | | (b) | 8/29/2024 |

  66. Outstanding Equity Awards at Fiscal Year End 2024

    (a)Mr. Phillips began his employment with the Company on March 1, 2023. His outstanding performance shares reported in this column are comprised of 92,072 performance shares (reported within the table at the maximum performance measure of 125% or 115,090 performance shares) expected to cliff vest three years from the grant date and 42,626 shares of his Equity Sign-On Inducement Grant (reported within the table at the threshold performance measure of 50% or 21,313 shares) expected to vest, if at all, three years from the grant date. (b)Awards are expected to cliff vest three years from the grant date. (c)Awards are expected to vest, if at all, between three and five years from the grant date based on attainment of established performance metrics. (4)Calculated using the $21.98 closing price of KE Common Stock as reported by Nasdaq on June 28, 2024, the last trading day of our fiscal year.

  67. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 This table provides information on an aggregate basis about stock awards that vested during the fiscal year ended June 30, 2024 for each of our NEOs. Kimball Electronics has not granted stock options since becoming a public company in 2014. No NEOs held any Kimball Electronics stock options during the fiscal year.

  68. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Stock Awards | | | | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Name | | | | Richard D. Phillips (3) | 7,672 | $195,617 | | Jana T. Croom | 9,173 | $267,806 | | Steven T. Korn | 21,358 | $623,547 | | Kathy R. Thomson | 9,945 | $290,344 | | Douglas A. Hass | 6,912 | $201,796 |

  69. Option Exercises and Stock Vested in Fiscal Year 2024

    (1)Shares acquired upon vesting during fiscal year 2024 include tranches of prior years’ LTPS granted on August 24, 2021 and August 19, 2022 and a tranche of prior years’ restricted shares granted on August 19, 2022. LTPS and restricted shares were issued on August 29, 2023. Shares acquired upon vesting have not been reduced by the following shares withheld to satisfy tax withholding obligations for Mr. Phillips, Ms. Croom, Mr. Korn, Ms. Thomson, and Mr. Hass of 3,458 shares, 4,243 shares, 9,325 shares, 4,669 shares, and 3,007 shares, respectively. (2)The value realized is calculated by multiplying the average of the high and low price of our Common Stock as reported by Nasdaq on the August 29, 2023 vesting date of $29.20 by the number of shares that vested. (3)Mr. Phillips began his employment with the Company on March 1, 2023. He was not employed on the dates in 2021 and 2022 when performance shares were granted. The Company granted him restricted shares in conjunction with his hire that vested on January 4, 2024. The average of the high and low price of our Common Stock as reported by Nasdaq on that date was $25.50.

  70. Nonqualified Deferred Compensation in Fiscal Year 2024

    Nonqualified Deferred Compensation in Fiscal Year 2024

  71. Nonqualified Deferred Compensation in Fiscal Year 2024

    | | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | Name | ($) (1) | ($) (2) | ($) (3) | ($) | ($) (4) | | Richard D. Phillips | $— | $— | $— | $— | $— | | Jana T. Croom | $— | $9,354 | $2,808 | $— | $21,757 | | Steven T. Korn | $37,179 | $12,349 | $149,369 | $— | $1,333,889 | | Kathy R. Thomson | $— | $3,928 | $1,356 | $— | $11,569 | | Douglas A. Hass | $— | $2,981 | $1,109 | $— | $8,705 |

  72. Nonqualified Deferred Compensation in Fiscal Year 2024

    (1)These amounts are included in the fiscal year 2024 amounts in the “Salary” column of the Summary Compensation Table. (2)Represents Company contributions paid in September 2023, which are included in the fiscal year 2023 amounts in the “All Other Compensation” column of the Summary Compensation Table. (3)Earnings do not represent above-market or preferential rates and are not included in the Summary Compensation Table for fiscal year 2024 or prior years. (4)The Aggregate Balance is the balance in the NEO’s SERP account as of June 30, 2024. The balance includes executive contributions in fiscal year 2024 and prior fiscal years, which are included in the “Salary” column of the Summary Compensation Table. The balance also includes Company contributions in fiscal year 2024 and prior fiscal years, which are included in the “All Other Compensation” column of the Summary Compensation Table. As of June 30, 2024, all of our NEO’s are fully vested in the SERP plan. Activity disclosed in the table above relates solely to the SERP which is our only nonqualified deferred compensation arrangement for NEOs. Payments of a participant’s elective deferrals and Company contributions are made as elected by the participant in lump sum or in installment payments over a period of 5 or 10 years commencing upon retirement or termination of employment, whichever occurs first. These amounts may be paid earlier in the event of death of the participant or an unforeseen emergency affecting the participant as determined by the committee appointed to administer the SERP. The SERP is intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. The assets of the SERP are held in a grantor trust, commonly referred to as a “rabbi trust” arrangement. This means that the assets of the SERP are subject to the claims of our general creditors in the event of our insolvency.

  73. Employment Agreements with NEOs and Potential Payments Upon Termination or Change-In-Control

    Employment Agreements with NEOs and Potential Payments Upon Termination or Change-In-Control Our NEOs do not have employment agreements. However, we believe that it is appropriate to provide severance pay to an NEO when we involuntarily terminate their employment without “cause,” and, in some cases, when the executive voluntarily terminates their employment for “good reason” (each as defined in the Kimball Electronics, Inc. Leadership Team Severance and Change in Control Plan (the “Severance Plan”)), to provide income replacement that will allow the executive to focus on our long-term strategic priorities throughout their employment. We believe the level of severance provided by the Plan is consistent with the practices of our compensation peer group and is necessary to attract and retain our key executives. Each of our NEOs are participants in the Severance Plan, which provides for severance upon a Qualifying Termination that consists of salary continuation, health coverage, a cash bonus payout, outstanding equity vesting, and outplacement benefits. The amount of the benefits varies by the executive’s position and whether the severance is a result of a termination due to a change in control, as that event is defined by the Severance Plan. Benefits under the Severance Plan are subject to the NEO’s timely execution and non-revocation of a waiver and release of claims. Severance Plan participants are required to comply with certain restrictive covenants and intellectual property assignment provisions, including obligations to uphold confidentiality, refrain from unfair and unlawful competition, and to abstain from soliciting our employees, customers, and clients for twelve months following a Qualifying Termination. Executives are also generally bound by any similar agreement they previously executed. The Severance Plan does not provide for any gross ups for excise taxes imposed as a result of severance or other payments deemed made in connection with a change of control and contains a double trigger for such payments. The Severance Plan’s double-trigger ensures the Company will become obligated to make change in control payments only if the executive is actually or constructively discharged as a result of the change in control. The Severance Plan is an unfunded employee welfare plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and is not a qualified plan under the IRC. As an unfunded plan, all benefits are paid out of the general assets of the Company and no participant will have any greater claim to any asset than other general creditors. We have not set aside or held any funds in trust to secure the benefits offered to participants under the Severance Plan. The following table and accompanying notes show the estimated payments and benefits that would have been provided to each NEO pursuant to our Severance Plan. For eligible Participants, including each of our NEOs, the Severance Plan generally provides for severance benefits in the event of a “Qualifying Termination” of the NEO’s employment (as defined in the Severance Plan to include a termination without “Cause” or a resignation for “Good Reason,” or a termination in connection with the consummation of a Change in Control). Pursuant to the Severance Plan, an NEO who incurs a Qualifying Termination would be entitled to receive severance payments equal to between 6 months (for a Tier III Executive) and 12 months of their Base Salary (for our CEO, a Tier 1 Executive), a Bonus Amount equal to a percentage of the higher of their target cash incentive in the termination year or the average annual cash incentive for the previous three years prior to the termination year, reimbursement of up to $25,000 of outplacement services, and, for eligible U.S. employees, a COBRA subsidy for a period of up to 12 months following a qualifying separation. The amounts are doubled in the event of a Qualifying Termination during a Change in Control Protection Period, as those terms are defined in the Severance Plan. The amounts shown below assume that such termination would have been effective as of June 30, 2024, and thus includes amounts earned through such time and estimates of the amounts that would have been paid to the NEOs upon their termination. The actual amounts to be paid under the Severance Plan can only be determined at the time of such NEO’s separation from the Company and could therefore be more or less than the amounts set forth below.

  74. Employment Agreements with NEOs and Potential Payments Upon Termination or Change-In-Control

    | Name | Change in Control and Qualifying Termination | Qualifying Termination | Other Termination (3) | | Richard D. Phillips | | | | | Cash Payments (1) | $4,935,830 | $1,764,323 | $— | | Equity Awards (2) | $5,357,273 | $2,827,432 | $— | | TOTAL | $10,293,103 | $4,591,755 | $— | | Jana T. Croom | | | | | Cash Payments (1) | $1,329,252 | $514,012 | $— | | Equity Awards (2) | $1,333,241 | $701,769 | $— | | TOTAL | $2,662,493 | $1,215,781 | $— | | Steven T. Korn | | | | | Cash Payments (1) | $1,681,502 | $554,042 | $— | | Equity Awards (2) | $2,770,953 | $980,687 | $— | | TOTAL | $4,452,455 | $1,534,729 | $— | | Kathy R. Thomson | | | | | Cash Payments (1) | $722,780 | $306,668 | $— | | Equity Awards (2) | $716,086 | $473,643 | $— | | TOTAL | $1,438,866 | $780,311 | $— | | Douglas A. Hass | | | | | Cash Payments (1) | $944,601 | $409,409 | $— | | Equity Awards (2) | $640,563 | $416,534 | $— | | TOTAL | $1,585,164 | $825,943 | $— |

  75. Employment Agreements with NEOs and Potential Payments Upon Termination or Change-In-Control

    (1)Payment is calculated based on executive’s annual base salary as of June 30, 2024 plus cash incentive compensation at the target level. The amounts include severance, benefits allowance, and outplacement reimbursement. The Severance Plan does not gross up benefits or reimburse participants for federal excise taxes on change-in-control payments or for tax liabilities due under Section 409A of the IRC, if any. (2)Represents the value of unvested equity awards. In a change in control, the vesting would accelerate as a result of the specified event of termination. Under a qualifying termination other than a change in control, vesting will be based on actual performance pursuant to the terms of the equity awards and prorated based on the number of days worked during such performance period. Equity awards are valued by multiplying $21.98, the closing price of the Company’s Common Stock as reported by Nasdaq on June 28, 2024, the last trading day of our fiscal year, by the number of unvested shares that would vest upon the specified event of termination. (3)An “Other Termination” is a termination of employment for any reason other than a Qualifying Termination under the Severance Plan, including, without limitation, termination of employment for Cause, retirement, death, or disability; or a voluntary resignation by the NEO. The amounts shown in the table above do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include accrued salary, health benefits, and distribution of account balances under the Retirement Plan. Also excluded from the table above are amounts for payments of fully vested SERP contributions and balances, which can be found in the table in the Executive Compensation — Nonqualified Deferred Compensation section in this Proxy Statement. As of June 30, 2024, all of our NEOs were fully vested in the SERP plan.

  76. CEO Pay Ratio

    CEO Pay Ratio In accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and Item 402(u) of Regulation S-K (“Item 402(u)”), we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. This pay ratio is a reasonable estimate calculated based on the SEC rules and our payroll and employment records using the methodology described below. In calculating the pay ratio, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industries, scope of international operations, business models and scale, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their respective pay ratios. As of June 30, 2024, we employed approximately 7,000 employees worldwide that meet the definition of employee under Item 402(u), other than our CEO. We determined our median employee by reviewing the annualized base salaries as of June 30, 2024 of our considered population, which excludes our CEO, plus their target incentive compensation for the fiscal year ended June 30, 2024. For employees located outside the U.S., their compensation was converted to U.S. dollars using the spot exchange rate as of June 30, 2024. The median employee was determined to be a production operator employee located outside the U.S. The total compensation of the median employee for fiscal year 2024 was $13,552. The average foreign exchange rate for fiscal year 2024 was used to convert the median employee’s actual fiscal year 2024 compensation into U.S. dollars. The total compensation of our CEO was $4,554,584 for fiscal year 2024, as set forth in the Summary Compensation Table for Mr. Phillips. The ratio of our CEO’s total compensation to our median employee’s total compensation for fiscal year 2024 was 336:1. The CEO Pay Ratio was based on the fiscal year 2024 total compensation of our median employee, determined in the same manner and using the same methodology used to determine the “Total Compensation” shown for our CEO in the Summary Compensation Table. The elements included in the CEO’s total compensation are fully discussed above in the footnotes to the Summary Compensation Table. To set some context for the above CEO pay ratio, as a large global manufacturing company, the nature of our operations relies significantly on employees outside the United States. Of the approximately 7,000 employees included in our analysis, approximately 80% are located outside the United States. The compensation elements and pay levels of our employees differ from country to country based on market trends as well as fluctuations in currency exchange rates. We regularly conduct competitive market pay analysis in all of the countries in which we operate in to ensure we are competitive with local market practices.

  77. Pay versus Performance of our NEOs

    Pay versus Performance of our NEOs

  78. Compensation Actually Paid

    Compensation Actually Paid As outlined in the CD&A above, the TCC Committee has implemented an executive compensation program that prioritizes performance and aims to align employee and Share Owner interests. The Pay vs. Performance disclosure below provides a snapshot of pay and performance alignment by evaluating the link between Compensation Actually Paid, as defined by the SEC (“CAP”), and measures of market and financial performance. The following table sets forth additional compensation information for our principal executive officer (PEO) and our non-PEO named executive officers (Non-PEO NEOs), calculated in accordance with Item 402(v) of Regulation S-K, for fiscal years 2024, 2023, 2022, and 2021.

  79. Pay versus Performance Table

    Pay versus Performance Table

  80. Pay versus Performance Table

    | | Summary Compensation Table Total | | Compensation Actually Paid | | | | Value of Initial Fixed $100 | | | | | | for First PEO | for Second PEO | to First PEO | to Second PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income | Operating Income Margin | | Year | ($) (1) | ($) (2) | ($) (1) | ($) (2) | ($) (3) | ($) (3) | ($) (4) | ($) (4) | ($) (5) | (6) | | 2024 | $4,554,584 | $— | $2,455,879 | $— | $1,555,462 | $1,180,999 | $162.33 | $195.40 | $20,511,000 | 2.9% | | 2023 | $4,293,775 | $1,375,446 | $4,697,655 | $1,415,198 | $1,070,088 | $1,333,526 | $204.06 | $161.02 | $55,831,000 | 4.8% | | 2022 | $— | $3,906,259 | $— | $3,020,432 | $991,889 | $879,149 | $148.45 | $142.71 | $31,253,000 | 3.9% | | 2021 | $— | $2,739,554 | $— | $3,952,035 | $869,216 | $1,075,397 | $160.56 | $165.48 | $56,791,000 | 5.1% |

  81. Pay versus Performance Table

    (1)On March 1, 2023, Mr. Phillips (the “First PEO”) began his employment as our Chief Executive Officer. (2)On February 28, 2023, Mr. Charron (the “Second PEO”) retired from his position as our Chief Executive Officer. (3)During 2024, our remaining NEOs consisted of the following: Ms. Croom, Mr. Korn, Ms. Thomson, and Mr. Hass. During 2023, our remaining NEOs consisted of the following: Ms. Croom, Mr. Korn, Ms. Thomson, and Mr. Christopher Thyen. During 2022, our remaining NEOs consisted of the following: Ms. Croom, Mr. Korn, Ms. Thomson, Mr. Thyen, and Mr. John Kahle. During 2021, our remaining NEOs consisted of the following: Mr. Michael Sergesketter, Mr. Kahle, Mr. Korn, and Mr. Thyen. (4)Total shareholder return (TSR) in the table above is calculated based on the assumption that $100 is invested in the Company’s stock and the Russell 2000 Electronic Components Subindex at the closing market prices on June 30, 2020 and that dividends, if any, are reinvested. The Russell 2000 Electronic Components Subindex is the same peer group we use in reporting the performance graph in our Annual Report on Form 10-K. (5)Reflects the net income reported in the Company’s Consolidated Statements of Income from the Annual Report on Form 10-K for each year ended June 30, 2024, 2023, 2022, and 2021. (6)Operating Income Margin is considered the Company’s most important financial performance measure and is reflected in the table above as the Company-Selected Measure.

  82. Pay versus Performance Table

    | | Richard D. Phillips | | | 2024 | | Total Compensation as reported in the Summary Compensation Table | $4,554,584 | | Less: Reported Value of Equity Awards | $(2,734,840) | | Plus: Total Value of Unvested Awards Granted during the Fiscal Year | $1,980,995 | | Total Change in Value of Unvested Awards Granted in Prior Fiscal Years | $(1,327,349) | | Total Change in Value from Prior Fiscal Year-End of Awards that Vested during the Fiscal Year | $(17,511) | | Compensation Actually Paid | $2,455,879 |

  83. Pay versus Performance Table

    The equity awards reportable for Mr. Phillips above consisted of performance shares, restricted shares, and an Equity Sign-On Inducement Grant, all of which are reported in the Summary Compensation Table at grant date fair value. In order to calculate the Compensation Actually Paid, the equity awards must be revalued at each fiscal year end. The performance shares were revalued based on updated performance metrics and the Company’s stock price as of each reportable fiscal year end. The restricted shares were revalued based on the Company’s stock price as of each reportable fiscal year end. The Equity Sign-On Inducement Grant was revalued using a Monte Carlo simulation as of each reportable fiscal year end.

  84. Pay versus Performance Table

    | | Average Non-PEO NEOs | | | 2024 | | Total Compensation as reported in the Summary Compensation Table | $1,555,462 | | Less: Reported Value of Equity Awards | $(933,896) | | Plus: Total Value of Unvested Awards Granted during the Fiscal Year | $735,178 | | Total Change in Value of Unvested Awards Granted in Prior Fiscal Years | $(192,002) | | Total Change in Value from Prior Fiscal Year-End of Awards that Vested during the Fiscal Year | $16,257 | | Compensation Actually Paid | $1,180,999 |

  85. Pay versus Performance Table

    The equity awards reflected in the table above for the Company’s average Non-PEO NEOs consisted of performance shares and restricted shares which were reported in the Summary Compensation Table at grant date fair value. In order to calculate the Compensation Actually Paid, the equity awards must be revalued at each fiscal year end. The performance shares were revalued based on updated performance metrics and the Company’s stock price as of each reportable fiscal year end. The restricted shares were revalued based on the Company’s stock price as of each reportable fiscal year end.

  86. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The tabular list below reflects our other important performance measures used to link compensation actually paid for our NEOs to company performance, over the fiscal year ending June 30, 2024. The performance measures included in this table are ranked alphabetically, not by relative importance.

  87. Pay versus Performance Tabular List

    | Performance Measures | | •Economic Profit | | •Operating Income Margin | | •Relative Growth | | •Relative Total Shareholder Return (rTSR) |

  88. Pay versus Performance Tabular List

    | EQUITY COMPENSATION PLANS INFORMATION |

  89. Pay versus Performance Tabular List

    The following table provides certain information with respect to our equity compensation plans in effect as of June 30, 2024.

  90. Pay versus Performance Tabular List

    | Name | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (3) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | Equity Compensation Plans | | | | | Approved by Share Owners (1) | 679,183 | — | 2,026,495 | | Not approved by Share Owners (2) | 225,804 | — | 765,935 | | Total | 904,987 | — | 2,792,430 |

  91. Pay versus Performance Tabular List

    (1)Consists of 137,283 restricted share grants, 499,274 performance share grants, and 42,626 total shareholder return share grants under the Kimball Electronics, Inc. 2014 Stock Option and Incentive Plan and the 2023 Equity Incentive Plan. The 2014 Stock Option and Incentive Plan was replaced in November 2023 and no additional grants can be made under that plan. The 2023 Equity Incentive Plan was approved by the Company’s Share Owners in November 2023 and replaced the 2014 Stock Option and Incentive Plan. The number of performance shares and total shareholder return shares assumes the maximum number of shares that the participant is eligible to receive if applicable performance levels are achieved. There is no evergreen feature under which the shares authorized for issuance under the 2023 Equity Incentive Plan may automatically be replenished. (2)Consists of phantom stock units granted to non-employee directors under the Kimball Electronics, Inc. Non-Employee Directors Stock Compensation Deferral Plan (the “Deferral Plan”), which are participating securities and are payable in Common Stock upon a director’s retirement or termination from the Board or death. The Deferral Plan is a nonqualified plan approved by the Board of Directors on October 20, 2016 that allows non-employee directors to defer all, or a portion of, their retainer fees in stock until retirement or termination from the Board or death. The Deferral Plan allows for issuance of up to 1.0 million shares of our Common Stock. (3)There is no exercise price for performance share awards, restricted share awards, total shareholder return share awards, or phantom stock units.

  92. Pay versus Performance Tabular List

    | PROPOSAL 3: ADVISORY VOTE ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS |

  93. Pay versus Performance Tabular List

    As required by Section 14A of the Exchange Act, and as a matter of good corporate governance, we are asking the owners of our Common Stock to approve the compensation paid to our NEOs, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion in this Proxy Statement. This proposal, commonly known as a say on pay proposal, gives our Share Owners the opportunity to express their views on our executive compensation. We currently hold an advisory say on pay vote every year and anticipate that our next say on pay vote will occur in 2025, subject to the results of this year’s advisory say on frequency vote discussed in Proposal 4 of this Proxy Statement. The Compensation Discussion and Analysis in this Proxy Statement describes our executive compensation program and the decisions made by the TCC Committee for fiscal year 2024 in more detail. We maintain an open line of communication with our Share Owners on our compensation practices and have consistently received high say-on-pay support from our Share Owners. At the 2023 Annual Meeting, 98% of the votes cast by Share Owners were cast “for” the approval of our NEOs’ compensation. In the last five years, say-on-pay results have averaged 97.8% approval:

  94. Pay versus Performance Tabular List

    | Say on Pay Results | | | | | | | 2019 | 2020 | 2021 | 2022 | 2023 | Average | | 97% | 97% | 99% | 99% | 98% | 98% |

  95. Pay versus Performance Tabular List

    We are asking our Share Owners to indicate their support for our NEOs’ compensation as described in this Proxy Statement. This vote is not intended to address any specific item of compensation but rather the overall compensation of our NEOs and the philosophy, policies, and practices described in this Proxy Statement. Accordingly, we recommend that our Share Owners vote “FOR” the following resolution at the Annual Meeting: “RESOLVED, that Share Owners of the Company’s Common Stock approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Share Owners, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosure.” As an advisory vote, this proposal will not be binding on us or our Board of Directors or TCC Committee. However, we expect that the Talent, Culture, and Compensation Committee, which is responsible for designing and administering our executive compensation program, will consider the outcome of the vote when making future compensation decisions for our NEOs.

  96. Pay versus Performance Tabular List

    | The Board of Directors recommends that you vote “FOR” the advisory proposal approving the compensation paid to our NEOs as disclosed in this Proxy Statement. |

  97. Pay versus Performance Tabular List

    | PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS |

  98. Pay versus Performance Tabular List

    As required by Section 14A of the Exchange Act, we are asking the owners of our Common Stock to indicate how frequently we should hold future advisory votes to approve the compensation of our NEOs. This non-binding advisory vote, commonly known as a say on frequency vote, gives our Share Owners the opportunity to indicate whether they would prefer to have future advisory votes to approve executive compensation every year, two years, or three years, or to abstain from voting. We expect to hold another advisory say-on-frequency vote at our 2030 Annual Meeting. When Share Owners last voted on the frequency of the say-on-pay vote in 2018, the Board recommended an annual vote, which shareholders supported overwhelmingly. Our Board continues to believe that an annual non-binding advisory vote on executive compensation remains the most appropriate option because (i) it would enable Share Owners to provide the Board with timely input regarding NEO compensation; and (ii) it is consistent with our practice of regular engagement with Share Owners to obtain their input on our corporate governance and executive compensation philosophy, policies, and practices. Share Owners are not voting to approve or disapprove the Board’s recommendation. Rather, Share Owners may indicate their preferences on the frequency of advisory compensation votes by voting for one of the following options for holding future advisory compensation votes: •every one year; •every two years; or •every three years. For the reasons discussed above, the Board asks Share Owners to approve an advisory resolution to hold an advisory vote to approve NEO compensation every one year. Accordingly, we recommend that our Share Owners vote for a frequency of every “EVERY ONE YEAR” with respect to the following resolution at the Annual Meeting: “RESOLVED, that Share Owners of the Company’s Common Stock approve, on an advisory basis, that the frequency with which we should submit an advisory vote on the compensation of our Named Executive Officers to Share Owners is: every one year, two years, or three years.” As an advisory vote, this proposal will not be binding on us or our Board of Directors or TCC Committee. However, we expect that the Talent, Culture, and Compensation Committee, which is responsible for designing and administering our executive compensation program, will consider the outcome of the vote when establishing its policy on the frequency of holding future advisory votes to approve NEO compensation.

  99. Pay versus Performance Tabular List

    | The Board of Directors recommends that you vote for the option of “EVERY ONE YEAR” for the frequency of future advisory votes to approve the compensation paid to our NEOs. |

  100. Pay versus Performance Tabular List

    | SHARE OWNERSHIP INFORMATION |

  101. Pay versus Performance Tabular List

    Under the regulations of the SEC, persons who have power to vote or invest in or dispose of shares of the Company, either alone or jointly with others, are deemed to be beneficial holders of such shares. The total number of our shares listed in the table for all executive officers and directors as a group is 507,267 shares of Common Stock (2.1% of the outstanding), as of the date noted below. Set forth in the following table are the beneficial holdings, as of September 9, 2024, of the Company’s Common Stock on the basis described above for: (i) each person known to us who may be deemed to beneficially own more than 5% of our outstanding shares; (ii) each director; (iii) each “Named Executive Officer” (NEO) as listed in the Summary Compensation Table appearing elsewhere in this Proxy Statement; and (iv) all directors and executive officers as a group:

  102. Pay versus Performance Tabular List

    | Name | Shares Beneficially Owned(a)(b) | Percent of Outstanding Shares | | Holders of more than 5% of the Outstanding Shares | | | | Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas 78746 | 2,054,359(d) | 8.3% | | BlackRock, Inc. 50 Hudson Yards New York, New York 10001 | 2,507,732(e) | 10.1% | | Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 1,827,565(f) | 7.4% | | Directors and Named Executive Officers: | | | | Richard D. Phillips | 7,811 | (c) | | Michele A. M. Holcomb | 23,336(g) | (c) | | Gregory J. Lampert | 76,430(g) | (c) | | Robert J. Phillippy | 47,877(g) | (c) | | Colleen C. Repplier | 76,515(g) | (c) | | Gregory A. Thaxton | 30,483(g) | (c) | | Tom G. Vadaketh | 18,704(g) | (c) | | Holly A. Van Deursen | 23,338 | (c) | | Jana T. Croom | 15,977 | (c) | | Steven T. Korn | 114,285 | (c) | | Kathy R. Thomson | 25,505 | (c) | | Douglas A. Hass | 11,343 | (c) | | All executive officers and directors as a Group (15 persons) | 507,267 | 2.1% |

  103. Pay versus Performance Tabular List

    (a)Based on information obtained from the executive officers, directors, and beneficial owners (according to the definition of “beneficial ownership” under the regulations of the SEC). On September 9, 2024, there were 24,786,229 outstanding shares of Common Stock. (b)The individuals listed are deemed to have sole voting and investment power over the shares owned by their respective spouses living in their household. Beneficial ownership is disclaimed as to such shares and as to all other shares over which the named person does not have full beneficial rights. (c)Totals are less than one percent of the outstanding shares. (d)This information is derived from the Schedule 13G/A filed by such Share Owner with the SEC on February 14, 2024, indicating beneficial ownership as of December 29, 2023. The Share Owner reports that it has the sole power to vote or direct the vote of 2,024,368 shares and the sole power to dispose or direct the disposition of 2,054,359 shares but also notes that it is an investment advisor registered under the Investment Advisors Act of 1940 and furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-advisor to certain other commingled funds, group trusts, and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an advisor or sub-advisor to certain Funds. In its role as investment advisor, sub-advisor and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Funds and may be deemed to be the beneficial owner of the Company’s shares held by the Funds. However, all of the Company’s shares reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. (e)This information is derived from the Schedule 13G/A filed by such Share Owner with the SEC on August 7, 2024, indicating beneficial ownership as of July 31, 2024. The Share Owner reports that it has the sole power to vote or direct the vote of 2,403,637 shares and the sole power to dispose or direct the disposition of 2,507,732 shares but also notes that various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Company’s shares and that no one person’s interest in the Company’s shares is more than 5% of the total outstanding shares of the Company. BlackRock, Inc. reports that the following of its subsidiaries acquired the shares: BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Fund Managers Ltd. (f)Based on information reported by Vanguard Group, Inc. on Schedule 13F-HR filed with the SEC on August 13, 2024. The Share Owner reports that it has the sole power to vote or direct the vote of 0 shares, the shared power to vote or direct the vote of 15,302 shares, and the power to dispose or direct the disposition of 1,812,263 shares. (g)For directors, includes shares credited under the Kimball Electronics, Inc. Non-Employee Directors Stock Compensation Deferral Plan that may be distributable within 60 days following termination of Board service.