ke-20250925

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)


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


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Notice of 2025 Annual Meeting and Proxy Statement


LETTER FROM OUR CEO

To Our Share Owners:

As I completed my second full year as CEO of Kimball Electronics, I once again reflected on the privilege I feel to be writing to you today. Our Company has a rich history of excellence, a genuine focus on long-term relationships, and Guiding Principles that have stood the test of time…influencing actions and behaviors as we live them each and every day. It is truly humbling to be in a position of leadership for an organization with such a distinguished pedigree.

This past year, we experienced a challenging operating environment with prolonged demand softness in the vertical markets we serve, unprecedented geopolitical uncertainty, and the loss of two major programs that were not a result of our actions but certainly resulted in significant impacts on our operations. Yet despite these headwinds, our team demonstrated remarkable resilience and perseverance, we strengthened our company culture, and we delivered record-setting results in areas where we were “controlling what we could control”:

•In fiscal year 2025, we earned our third highest annual revenue in our 60+ year history, with 75% coming from customers that we have worked with for a decade or more;

•We recorded a record number of wins for future business;

•We reached a 15-year high in our quality ratings;

•For the eleventh consecutive year, we achieved the Highest Overall Customer Ratings from CIRCUITS ASSEMBLY in the seven categories of dependability and timely delivery, manufacturing quality, responsiveness, technology, value for the price, flexibility, and overall satisfaction;

•We achieved an all-time best in cash generated from operating activities;

•We paid down our debt to its lowest level in 3 years; and

•We returned $12 million to you, our Share Owners, through share repurchases.

Unfortunately, we also had to make some difficult decisions, ones we did not take lightly as they directly impacted friends and coworkers. We completed our divestiture of the non-core Automation, Test, and Measurement business in the fiscal year, and we announced the closure of our facility in Tampa, streamlining our network, improving global capacity utilization, aligning our electronics manufacturing footprint in the U.S. with current and long-term market demand, and positioning us to better leverage our facilities in low cost regions. We are grateful to the employees in Tampa and their accomplishments since the Reptron acquisition in 2007. The team there played a vital role during the pandemic, supplying ventilators to those in need, and we appreciate their contributions as part of Kimball.

We recognize that we cannot “cut our way to greatness.” We must also focus on top line growth. Our success in fiscal year 2025 means our balance sheet is now a competitive strength with ample liquidity to weather geopolitical unpredictability, while providing dry powder for opportunistic investments in our return to profitable growth.

Kimball has always focused on high-complexity, high-reliability programs—whether it’s braking and steering systems in vehicles, motor controls for HVAC systems or diagnostic and therapeutic equipment in the medical field. Our emphasis on quality and reliability is deeply embedded in how we operate across all verticals. Internally, we reference a ‘five 9s’ reliability standard—99.999%—as a reflection of the performance and consistency we strive for. Our medical CMO aligns well with this objective and our expertise in highly-regulated, highly-engineered, complex manufacturing environments. The recent announcement by our largest medical customer that they were making Kimball the sole supplier on their respiratory care final assembly and HLA business is a great example of our growth potential.

In the medical CMO space, we see opportunities for higher EBITDA margins. Our strategy is to pursue growth with blue chip customers who have long product life cycles and a high degree of visibility. Not only will we add capabilities, we will continue building our scalable platform that creates opportunities for vertical integration, positions us to take on more of the complex programs that align with our strengths, and supports the work we already do well, like drug delivery, one of our key areas of focus.

Our new 300,000-square-foot medical CMO facility in Indianapolis is an important milestone in this strategy. It gives us the space we need to expand our production capabilities in cold chain management, complete device assembly, and precision-molded plastics. Our current manufacturing expertise includes medical disposables, single-use surgical instruments, and selected drug delivery devices, such as auto-injectors. We’re expanding this expertise to areas such as cardiology, orthopedics, minimally invasive surgery, and surgical instruments & packaging. The medical market presents us with a compelling opportunity to diversify our revenue and leverage our core strengths as a trusted partner in a complex and highly-regulated industry. With this facility, we are well-positioned to meet current and future customer needs while staying committed to exploring inorganic options to augment this space where it makes strategic sense.

We expect fiscal year 2026 to be another step forward in this journey and anticipate positive topline growth in fiscal year 2027. Throughout, we will stay true to our Guiding Principles and continue to:

•Be collaborative and team-oriented,

•Set high aspirations with attainable targets that require stretching,

•Communicate openly and proactively, and

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

I’m excited for Kimball’s future and thank you for your support.

For more detailed insights into the past year, I encourage you to read our Annual Report and Form 10-K, as well as to follow updates on our website at www.kimballelectronics.com. Please review this 2025 Proxy Statement and the Q&A with information about the 2025 Annual Meeting. Your active participation is vital to us.

I would like to extend a personal invitation for you to attend our annual meeting in person at Kimball Electronics’ new Indianapolis facility, located at 1220 South Post Road, Indianapolis, Indiana, beginning on Friday, November 14, 2025, at 10:00 A.M., Eastern Standard Time (EST). On behalf of the entire Kimball Electronics team, thank you once again for your continued support and investment as a Kimball Electronics Share Owner.

Ric Phillips

Chief Executive Officer and Director

Kimball Electronics, Inc.


NOTICE OF ANNUAL MEETING OF SHARE OWNERS

KIMBALL ELECTRONICS, INC.

1205 Kimball Blvd.

Jasper, Indiana 47546

(812) 634-4000

Dear Fellow Share Owners of Kimball Electronics, Inc.:

We cordially invite you to attend the annual meeting of the Share Owners (the “Annual Meeting”) of KIMBALL ELECTRONICS, INC., an Indiana corporation (the “Company”), which will be held at the Company’s facility at 1220 South Post Road, Indianapolis, Indiana, on Friday, November 14, 2025, at 10:00 A.M., Eastern Standard Time (EST). At the Annual Meeting, you will have the opportunity to vote on three important proposals:


1.			To elect three (3) directors of the Company (“Proposal 1”).

2.			To ratify the selection of the Company’s independent registered public accounting firm for fiscal year 2026 (“Proposal 2”).

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

and to consider and transact such other business as may properly come before the meeting or any adjournments thereof. Only Share Owners of record at the close of business on September 15, 2025 are entitled to notice of and to vote at the Annual Meeting.

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

Thank you for your continued investment in Kimball Electronics. We look forward to seeing all of you on November 14.

By Order of the Board of Directors

Douglas A. Hass

Chief Legal & Administrative Officer, Secretary

September 25, 2025


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


TABLE OF CONTENTS
Letter From Our CEO			2
Notice of Annual Meeting of Share Owners			4

Summary of Information About The Annual Meeting			7
Agenda Items and Board Recommendations			7
Proposal 1: Election of Directors			8
Nominees for Election as Directors by Holders of Common Stock			8
Board Leadership Structure			12
Board Committees			12
Audit Committee			13
Nominating and ESG Committee			14
Talent, Culture, and Compensation Committee			14
Board Qualifications and Composition			15
Qualifications and Composition Summary			16
Board Classification			17
Board and Annual Meeting Attendance			17
Director Independence and Refreshment			17
Director Compensation			18
Corporate Governance at Kimball Electronics			19
Governance Philosophy			19
Share Owner Rights			19
The Board's Strategic Planning Role			19
How the Board Addresses and Oversees Risk			19
Board Risk Oversight Roles			20
Sustainability Oversight; Including Environmental, Health and Safety and Social Responsibility Risks			21
Cybersecurity/Information Security Oversight			22
Oversight, Review, and Approval of Transactions with Related Persons			22
Our People are the Company: Human Capital Management			23







Proposal 2: Selection of Independent Registered Public Accounting Firm			30
Independent Registered Public Accounting Firm Fees			30
Consideration of Services Provided by the Independent Registered Public Accounting Firm			30
Report of the Audit Committee			31
Ratification of Selection of Independent Registered Public Accounting Firm			31
Information About Our Executive Team			32
Compensation Discussion and Analysis			34
I. Summary of our Fiscal Year 2025 Performance and Executive Compensation Program			34
II. Compensation Philosophy and Governance			36

III. Fiscal Year 2025 Named Executive Officer Compensation			39




IV. Additional Compensation Policies and Practices			47
Compensation Related Risk Assessment			49
Report of the Talent, Culture, and Compensation Committee			49
Compensation Committee Interlocks and Insider Participation			50
Executive Compensation			50
Summary Compensation Table			50
Grants of Plan-Based Awards in Fiscal Year 2025			51
Outstanding Equity Awards at Fiscal Year End 2025			53
Option Exercises and Stock Vested in Fiscal Year 2025			54


Nonqualified Deferred Compensation in Fiscal Year 2025			54
Employment Agreements with NEOs and Potential Payments Upon Termination or Change-In-Control			55
CEO Pay Ratio			57
Pay vs. Performance of our NEOs			57




Equity Compensation Plans Information			61
Proposal 3: Advisory Vote on the Compensation Paid to Our Named Executive Officers			61
Share Ownership Information			63
Information About the 2025 Annual Meeting			65



Other Matters			69
Submission of Nominations and Proposals For 2026			69
Communication with the Board			70
Appendix A: Pre-Approval Process for Services Performed by the Independent Registered Public Accounting Firm			A-1


SUMMARY OF INFORMATION ABOUT THE ANNUAL MEETING


Annual Share Owners Meeting
DATE			November 14, 2025
TIME			10:00 a.m. EST
PLACE			1220 South Post Road, Indianapolis, Indiana 46329
RECORD DATE			September 15, 2025
VOTING ELIGIBILITY			Registered Share Owners as of the Record Date are entitled to submit proxies or vote in person at the Annual Share Owners Meeting.

Solicitation of Proxies

The Board of Directors (also referred to herein as the “Board”) of Kimball Electronics, Inc. (“we,” “us,” “our,” “Kimball Electronics,” or the “Company”) is soliciting proxies for use at the Company’s 2025 Annual Meeting of Share Owners and any postponements or adjournments of that meeting (as so postponed or adjourned, the “2025 Annual Meeting” or the “Annual Meeting”). The Company first mailed this Proxy Statement, the accompanying form of proxy, and the Company’s Annual Report for 2025 on or about September 25, 2025.

The Board has fixed the close of business on September 15, 2025 as the Record Date for the Annual Meeting. You are entitled to notice and to vote if you were a Share Owner of record of our Common Stock as of the close of business on that date. Your shares may be voted at the Annual Meeting only if you are present in person or your shares are represented by a valid proxy. As of September 15, 2025, there were 24,387,270 shares outstanding, each share entitled to one vote.

Agenda Items and Board Recommendations

Proposal

Board
Recommendation

Vote Required
for Approval

Effect of

Withheld Votes or Abstentions

Effect of

Broker

Non-Votes

Proposal 1:

Elect three Directors for a three-year term:

•Michele Holcomb

•Tom Vadaketh

•Holly Van Deursen

FOR each nominee

Majority of the votes cast and entitled to vote

None

Proposal 2:

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

FOR

Majority of the votes cast and entitled to vote

None

N/A

Proposal 3:

Advisory Vote on the Compensation Paid to Our Named Executive Officers

FOR

Majority of the votes cast and entitled to vote

None

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


PROPOSAL 1: ELECTION OF DIRECTORS

Nominees For Election as Directors by Holders of Common Stock

Our Board of Directors (the “Board”) is divided into three classes with approximately one-third of the directors up for election each year. We have noted the class of each director and the date of their election in their qualification descriptions below. At the 2025 Annual Meeting of Share Owners, the Share Owners will elect three (3) 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 II nominees to be elected, serving a three-year term and then up for re-election in 2028, are:

Michele Holcomb

Tom Vadaketh

Holly Van Deursen

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:


	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, and her executive leadership in companies that develop and distribute healthcare products and medical technologies brings substantial expertise to us in the healthcare equipment sector.


	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. His executive roles in companies that manufacture and market medical devices and healthcare products bring substantial expertise to us in the healthcare equipment sector.


	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, and her leadership in global manufacturing and product development provides the Board with expertise in the electronic manufacturing services sector.


			Other Directors Not Standing for Re-election in 2025


	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 and a Master of Science degree in management from Northwestern University’s Kellogg Graduate School of Management. 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. His leadership in companies that design and manufacture complex, precision systems, including electronic components, provides electronic manufacturing services sector expertise to the Board.


	Richard D. Phillips	Director, Chief Executive Officer

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


	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 and his MBA in international management from Baldwin Wallace University. Mr. Thaxton’s experience adds significant financial, accounting, capital structure, and SEC reporting expertise to the Board, and his financial leadership in a global industrial technology company provides the Board expertise in the electronics manufacturing services sector.


	Gregory J. Lampert	Director

Director since 2014 Class I - re-election in 2027	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. His leadership in companies that manufacture and distribute electronic components and industrial materials brings expertise to the Board in the electronic manufacturing services sector.


	Colleen C. Repplier	Director

Director since 2014 Class I - re-election in 2027	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 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. Her leadership in global manufacturing and industrial systems provides expertise to the Board in the electronic manufacturing services sector.


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

Board Leadership Structure

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

Diverse, Independent Board Leadership


Independent Chair	Independent Committee Chairs

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

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

Board Committees

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

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

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

Audit Committee

Chair: Tom G. Vadaketh

Member Independence

Meeting Attendance

Tom G. Vadaketh

Gregory J. Lampert

Gregory A. Thaxton

Key Responsibilities

Provides independent and objective oversight of:

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

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

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

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

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

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

2025 Meetings: 9

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

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

Nominating and ESG Committee

Chair: Michele A. M. Holcomb

Member Independence

Meeting Attendance

Michele A. M. Holcomb

Gregory J. Lampert

Colleen C. Repplier

Key Responsibilities

Provides oversight and advice to the Board on:

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

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

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

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

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

2025 Meetings: 4

In fiscal year 2025, our directors provided oversight and input on our double materiality assessment and the material topics we identified and disclosed in accordance with the European Sustainability Reporting Standards. The Board, through the NESG Committee, assessed its performance and conducted annual Board, committee evaluations during the fiscal year, results of which the Committee Chairperson shared with the Board along with potential action items for improvement. The Committee also developed a continuing director and executive education program delivered during board and committee meetings and outside events.

Talent, Culture, & Compensation Committee

Chair: Holly A. Van Deursen

Member Independence

Meeting Attendance

Holly A. Van Deursen

Colleen C. Repplier

Gregory A. Thaxton

Key Responsibilities

Provides oversight and advice to the Board on:

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

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

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

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

2025 Meetings: 6

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

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

Board Qualifications and Composition

We operate in rapidly changing business conditions and markets, which requires a high-performance and committed Board. Each of our individual Board members possesses a broad variety of personal attributes, experience, and skills that give the Board the depth and breadth necessary to effectively oversee management on behalf of our Share Owners and that align with our current needs. Professional experience includes executive leadership experience in industries aligned with our core business sectors of electronic manufacturing services (GICS Sub-Industry Code 45203030) and healthcare equipment (GICS Sub-Industry Code 35101010). Personal attributes include integrity, commitment to our Vision and Guiding Principles, practical judgment, broad complementary education and experience, and willingness to commit the time and energy necessary to effectively contribute as a Board member.

Recommendations for director candidates may be received by the Nominating and ESG Committee from various sources, including current or former directors, a search firm retained by the Committee to assist in identifying and evaluating potential candidates, Share Owners, our executives, and by self-nomination. The Committee is also open to accepting suggestions of candidates to consider as potential Board members as part of its periodic review of the size and composition of the Board and its Committees. The Committee uses the same robust process to evaluate director nominees recommended by stockholders as it does to evaluate nominees identified by other sources. Please note the requirements summarized in the section titled “Submission of Nominations and Proposals For 2026” may apply.

The Nominating and ESG Committee and Board have collectively assessed the most critical strengths, skills, and experience that contribute to a well-balanced and effective Board that is best able to understand and guide the strategies and risks related to our operations:

Public Company Executive / CEO Experience

Financial & Accounting Expertise

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

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

Manufacturing & Industry Knowledge

Cybersecurity & IT Experience

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

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

Strategy Development Expertise

Corporate Governance Experience

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

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

Environmental & Facility Experience

Social/Talent/Culture Experience

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

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

Qualifications and Composition Summary


Director/Director Nominee	Bob Phillippy	Ric Phillips	Greg Thaxton	Michele Holcomb	Greg Lampert	Colleen Repplier	Tom Vadaketh	Holly Van Deursen
Age	65	55	64	57	58	64	63	66
Director Since	2018	2023	2017	2019	2014	2014	2022	2019
Independent	☑		☑	☑	☑	☑	☑	☑
Board Committees			• •	•	• •

SEC Form DEF 14A filed by Kimball Electronics Inc.