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Key Tronic (KTCC) updates 2027 pay plans and RSU awards

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8-K

Rhea-AI Filing Summary

Key Tronic Corporation (KTCC) reported Board actions updating executive and director compensation plans for fiscal 2027 and for the 2027–2029 long-term period. For the 2027 Incentive Compensation Plan, payouts depend on achieving minimum profit goals, with three performance tiers and a bonus pool of 35% of profit above the overachievement level.

For fiscal 2027, potential ICP payments for President and CEO Brett R. Larsen range from 10% to 150% of base salary; for CFO Anthony G. Voorhees and EVP Philip S. Hochberg, from 7% to 105%. Participants must be employed at payment time. The Board also granted RSU awards under the 2024 Incentive Plan: 67,023 RSUs to Mr. Larsen, 36,192 RSUs to Mr. Voorhees, and 33,512 RSUs to Mr. Hochberg, each vesting over three years with specified time-based and EBITDA-based performance vesting splits, plus 10,724 RSUs to each non-employee director vesting after one year.

For fiscal years 2027–2029, long-term incentives are tied to sales growth versus the industry and return on invested capital. If expected targets are met, cash awards after fiscal 2029 are $400,000 for Mr. Larsen, $190,000 for Mr. Voorhees, $150,000 for Mr. Hochberg, and $35,000 for each non-employee director, with actual payouts ranging from $0 to 150% above target.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Overachievement bonus pool percentage 35% of profit goal performance achieved in excess of overachievement level Applies to fiscal year 2027 Incentive Compensation Plan
CEO ICP payout range 10%–150% of base salary Potential 2027 ICP payment range for Brett R. Larsen
CFO and EVP ICP payout range 7%–105% of base salary Potential 2027 ICP payment range for Anthony G. Voorhees and Philip S. Hochberg
RSUs granted to CEO 67,023 RSUs Granted August 20, 2026 under the 2024 Incentive Plan
RSUs granted to CFO 36,192 RSUs Granted August 20, 2026 under the 2024 Incentive Plan
RSUs granted to EVP Hochberg 33,512 RSUs Granted August 20, 2026 under the 2024 Incentive Plan
Long-term target award for CEO $400,000 Cash payment after fiscal 2029 if 2027–2029 targets are achieved
Long-term target award for non-employee directors $35,000 Cash payment after fiscal 2029 if 2027–2029 targets are achieved
Incentive Compensation Plan financial
"established the performance goals and target payment percentages for each participant in the incentive compensation plan"
An incentive compensation plan is a formal program that rewards employees and executives with bonuses, stock, or other payments tied to specific performance goals—such as revenue, profit, productivity, or long‑term share price. Investors watch these plans because they shape how leaders make decisions and take risks; like paying a coach by wins rather than effort, well‑designed plans can drive sustainable growth while poor designs can encourage short‑term behaviors that harm shareholder value.
restricted stock unit financial
"granted restricted stock unit (“RSU”) awards under the Company’s 2024 Incentive Plan"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
EBITDA financial
"subject to performance-based vesting only to the extent the Company’s annual EBITDA in such year meets"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
return on invested capital financial
"based on a combination of sales growth targets compared to the industry and return on invested capital targets"
A percentage that shows how effectively a company turns the money invested in its business—both borrowed funds and shareholders’ equity—into operating profit after taxes. It tells investors whether a company earns more from its core operations than it costs to fund those operations; think of it like the annual return you’d expect from renovating a rental property—higher percentages mean the company uses capital more efficiently and is more likely to create value for shareholders.
long term incentive plan financial
"established long term incentive plan performance measures for the three fiscal year period 2027 through 2029"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

FAQ

What changes did KTCC make to its 2027 Incentive Compensation Plan?

Key Tronic set 2027 ICP payouts based on three profit performance levels with a minimum profit threshold. CEO Brett Larsen’s potential payout ranges from 10% to 150% of base salary; CFO Anthony Voorhees and EVP Philip Hochberg can earn 7% to 105%, contingent on results and continued employment.

How does the overachievement bonus pool work for KTCC’s 2027 ICP?

If profit exceeds the overachievement level, participants share a bonus pool equal to 35% of profit achieved above that overachievement level. This pool is in addition to payouts tied to the three profit performance tiers, and payments are made after fiscal 2027 ends.

What RSU awards did KTCC grant to executives on August 20, 2026?

On August 20, 2026, Key Tronic granted 67,023 RSUs to CEO Brett Larsen, 36,192 RSUs to CFO Anthony Voorhees, and 33,512 RSUs to EVP Philip Hochberg. These vest in equal annual installments over three years, with portions subject to time-based and EBITDA-based performance vesting.

What RSUs did KTCC’s non-employee directors receive?

Each non-employee director received an award of 10,724 RSUs under the 2024 Incentive Plan. These RSUs vest on the first anniversary of the grant date, providing a one-year vesting schedule aligned with director service.

How is KTCC’s 2027–2029 long-term incentive plan structured?

For fiscal years 2027–2029, long-term incentives are based on sales growth targets versus the industry and return on invested capital. If expected target performance is achieved, cash awards after fiscal 2029 are $400,000 for the CEO, $190,000 for the CFO, and $150,000 for the EVP.

What are the potential long-term cash awards for KTCC non-employee directors?

For the 2027–2029 performance period, each non-employee director may receive $35,000 in cash after fiscal 2029 if expected target performance measures are achieved. Actual payouts can range from $0 to 150% above these target amounts based on Company performance.

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false000071973300007197332026-08-202026-08-20


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) August 20, 2026
 
Key Tronic Corporation
(Exact name of registrant as specified in its charter)
 
Washington0-1155991-0849125
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
4424 North Sullivan RoadSpokane Valley,Washington99216
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (509928-8000
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, no par value
KTCC
NASDAQ Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.




ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Incentive Compensation Plan Performance Goals and Target Payments
On August 20, 2026, the Board of Directors (“Board”) of Key Tronic Corporation (“Company”), upon the recommendation of its Compensation Committee, established the performance goals and target payment percentages for each participant in the incentive compensation plan (“ICP”) for the Company’s fiscal year 2027.

A minimum Company profit goal must be achieved in order for any payments to be made to participants in the ICP. Payments under the ICP for fiscal year 2027 will be based on three profit goal performance levels established by the Board: entry level, expected value level and overachievement level. If overachievement level is exceeded, the participants will participate in a bonus pool equal to 35% of the profit goal performance achieved in excess of overachievement level. Payments under the ICP will be a percentage of the participant’s base salary paid during fiscal year 2027.

The following executive officers of the Company are among the participants in the ICP: Brett R. Larsen, President and CEO; Anthony G. Voorhees, Executive Vice President of Administration, CFO and Treasurer; and Philip S. Hochberg, Executive Vice President of Customer Relations and Integration. Under the ICP, the potential payment percentages established by the Board for fiscal year 2027 for Mr. Larsen range from 10% of base salary paid during fiscal year 2027 if entry level performance is achieved to 150% if overachievement level performance is achieved. The potential payment percentages established by the Board for fiscal year 2027 for both Mr. Voorhees and Mr. Hochberg range from 7% if entry level performance is achieved to 105% if overachievement level performance is achieved. Payment percentages will be interpolated for actual performance levels achieved between entry level and expected value level and between expected value level and overachievement level.

Payments under the ICP will be made as soon as administratively possible after the end of fiscal year 2027. A participant must be an active employee of the Company at the time payments are made under the ICP in order to receive a payment.

Incentive Plan Awards

On August 20, 2026, the Compensation Committee of the Board granted restricted stock unit (“RSU”) awards under the Company’s 2024 Incentive Plan (the “Plan”), to (1) Mr. Larsen in the amount of 67,023 RSUs, vesting in equal annual installments over three years with approximately 40% of such RSUs subject to time-based vesting and approximately 60% of such RSUs subject to performance-based vesting only to the extent the Company’s annual EBITDA in such year meets or exceeds a threshold amount, and (2) Mr. Voorhees in the amount of 36,192 RSUs, vesting in equal annual installments over three years with 50% of such RSUs subject to time-based vesting and 50% of such RSUs subject to performance-based vesting only to the extent the Company’s annual EBITDA in such year meets or exceeds a threshold amount, and (3) Mr. Hochberg in the amount of 33,512 RSUs, vesting in equal annual installments over three years with 50% of such RSUs subject to time-based vesting and 50% of such RSUs subject to performance-based vesting only to the extent the Company’s annual EBITDA in such year meets or exceeds a threshold amount. The Board, upon the recommendation of its Compensation Committee, also granted awards under the Plan to each non-employee director in the amount of 10,724 RSUs. The non-employee director RSUs will vest on the first anniversary of the grant date of the awards.


Fiscal Years 2027-2029 Long-Term Incentive Plan Performance Measures and Awards

On August 20, 2026, the Board, upon recommendation of its Compensation Committee, established long term incentive plan performance measures for the three fiscal year period 2027 through 2029. The Board also approved target awards for the three year period for each of the Company’s officers and non-employee directors. The fiscal 2027-2029 performance measures are based on a combination of sales growth targets compared to the industry and return on invested capital targets. No cash awards will be made to participants if actual Company performance does not exceed the minimum target performance measures. The payments after the end of fiscal year 2029 to the following executive officers for the three year performance period, if expected target performance measures are achieved, are as follows: Mr. Larsen - $400,000, Mr. Voorhees - $190,000 and Mr. Hochberg - $150,000. The payment after the end of fiscal year 2029 to each non-employee director of the Company for said three year period, if expected target performance measures are achieved, is $35,000. Actual cash payments to participants may range from $0 to 150% above target depending on the extent to which Company performance is less than or exceeds the expected target performance measures.


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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits
Exhibit Number  Description
104  Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
KEY TRONIC CORPORATION
(Registrant)
Date: August 25, 2026
By:/s/ Anthony G. Voorhees
Anthony G. Voorhees, Executive Vice President
of Administration, CFO and Treasurer
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Filing Exhibits & Attachments

3 documents