Form 4: Kimball Electronics Director Acquires Phantom Stock

Kimball Electronics Director Gregory A. Thaxton acquired 4,411 phantom stock units under the company's non-employee directors' compensation plan.

Summary

• Director Gregory A. Thaxton acquired 4,411 phantom stock units.
• The acquisition occurred on November 14, 2025.
• These units were acquired under the Kimball Electronics, Inc. Non-Employee Directors Stock Compensation Deferral Plan.
• Each phantom stock unit is the economic equivalent of one share of common stock.
• The price of the derivative security was $28.34 per unit.
• Following this transaction, Mr. Thaxton beneficially owns 41,442 phantom stock units.
• The units become payable in common stock upon termination, death, or severe financial hardship.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. This is a routine compensation event for a director, indicating continued alignment with the company. It's not a major market-moving event but reflects standard corporate governance.

Positives

• Increases director's alignment with shareholder interests through equity-based compensation.
• Part of a standard non-employee director compensation plan, indicating routine corporate governance.

Future Outlook

The phantom stock units are structured to become payable in common stock upon the reporting person's termination, death, or severe financial hardship, aligning future payout with long-term company performance and director tenure.

Industry Context

This transaction represents a routine equity compensation grant for a non-employee director, a common practice across industries to align director incentives with shareholder value creation and retain experienced board members.

Comparison to Industry Standards

• The use of phantom stock units as a component of non-employee director compensation is a standard practice in corporate governance, comparable to similar plans at other publicly traded companies.
• This structure defers the actual stock issuance, often until the director leaves the board, which is a common mechanism to encourage long-term commitment and reduce immediate tax implications for the recipient.

Corporate Governance

Related Party Transactions

• Director Gregory A. Thaxton acquired phantom stock units from Kimball Electronics, Inc. as part of his compensation package.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with long-term shareholder value.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Next Steps

• The phantom stock units will convert to common stock upon the reporting person's termination, death, or severe financial hardship.

Key Dates

Keywords

Kimball Electronics, KE, Form 4, Insider Transaction, Phantom Stock, Director Compensation, Equity Compensation, Stock Deferral Plan