Kimball Electronics : 2026 Proxy

Notice of 2026 Annual Meeting and Proxy Statement

‌ LETTER FROM OUR CEO

To Our Share Owners:

As I reflect on my third full year as CEO of Kimball Electronics, I am filled with a sense of pride and accomplishment for the transformation that occurred in fiscal year 2026 as we continued to position our Company for the future. It is humbling, and a privilege, to lead an organization with more than six decades of manufacturing excellence, a genuine commitment to long-term relationships, and Guiding Principles that shape how we serve our customers, support our people, give back to our communities, and create value for you, our Share Owners. I truly appreciate the trust that you have placed in me with this opportunity.

Fiscal year 2026 was a year of transition. We celebrated our 65th anniversary as a Company, 20 years of operations in Nanjing, China, and 10 years in Timisoara, Romania. We cut the ribbon at the grand opening of our 308,000-square-foot medical manufacturing facility in Indianapolis, and we kicked off a phased campaign to rebrand as Kimball Solutions. Then, on the dawn of our new fiscal year, we welcomed Helvoet Polymer Technologies on July 1, 2026. Throughout the year, our teams navigated uneven demand and geopolitical uncertainty, but ended with a strong finish, momentum, and an outlook projecting a return to top-line growth in fiscal year 2027. We also strengthened our balance sheet, generated strong cash flow, and used it to pay down debt while investing in future growth as a differentiated, global, contract development and manufacturing organization. Financial highlights in fiscal year 2026 included:

• Revenue of $1.4 billion, with medical sales increasing year-over-year;

• An adjusted operating income margin of 4.6% of net sales;

• Cash generated from operating activities of $72 million;

• Borrowings of $117 million, our lowest level of debt in more than four years; and

• $12 million returned to you, our Share Owners, through the repurchase of 447,000 shares of common stock.

Our acquisition of Helvoet, a European-based medical contract development and manufacturing organization with operations in Tilburg, The Netherlands, and Pune, India, advances the medical strategy we have been building toward. Helvoet brings highly automated micro-molding and precision injection-molding capabilities supporting microfluidics, in vitro diagnostics, and drug delivery applications, and approximately 70% of its revenue serves medical end markets. It enhances our presence in Europe, gives us immediate access to the emerging market in India, and provides a new avenue to leverage our Indianapolis facilities.

At this year's Annual Meeting, we are also asking you to approve an amendment to our Articles of Incorporation to change our corporate name to Kimball Solutions. The new name reflects an expanded portfolio of capabilities that now includes design and engineering support, supply chain management, precision molded plastics for medical applications, and high-level and final product assemblies. Our heritage in electronics manufacturing remains strong, and this change honors it while more accurately representing the breadth of value we deliver to customers today. I thank you in advance 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 https://www.kimballelectronics.com. Please review this 2026 Proxy Statement and the Q&A with information about the 2026 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, 46239, beginning on Friday, November 13, 2026, 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

[phone]

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 46239, on Friday, November 13, 2026, at 10:00 A.M., Eastern Standard Time (EST). At the Annual Meeting, you will have the opportunity to vote on four 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 2027 ("Proposal 2").

3. An advisory vote on the compensation paid to the Company's Named Executive Officers ("Proposal 3").

4. To approve an amendment to our Articles of Incorporation to change the Company's name from Kimball Electronics, Inc. to Kimball Solutions, Inc. ("Proposal 4").

   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 14, 2026 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 13.

   By Order of the Board of Directors
   
   

   Douglas A. Hass

   Chief Legal & Administrative Officer, Secretary September 30, 2026

   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.

YOUR VOTE IS IMPORTANT!

TABLE OF CONTENTS

Letter From Our CEO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Notice of Annual Meeting of Share Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Summary of Information About The Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Agenda Items and Board Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Proposal 1: Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

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

Board Leadership Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Board Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Nominating and ESG Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Talent, Culture, and Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Board Qualifications and Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Qualifications and Composition Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Board Classification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Board and Annual Meeting Attendance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Director Independence and Refreshment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Corporate Governance at Kimball Electronics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Governance Philosophy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Share Owner Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

The Board's Strategic Planning Role . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

How the Board Addresses and Oversees Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Board Risk Oversight Roles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Sustainability Oversight; Including Environmental, Health and Safety and Social Responsibility Risks . . . . . . . . . . . . . . . . . 19

Cybersecurity/Information Security Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Oversight, Review, and Approval of Transactions with Related Persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Our People are the Company: Human Capital Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Proposal 2: Selection of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Independent Registered Public Accounting Firm Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

Consideration of Services Provided by the Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . 28

Report of the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Ratification of Selection of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Information About Our Executive Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

1. Summary of our Fiscal Year 2026 Performance and Executive Compensation Program . . . . . . . . . . . . . . . . . . . . . . . . . . 32

2. Compensation Philosophy and Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

3. Fiscal Year 2026 Named Executive Officer Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

4. 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 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Outstanding Equity Awards at Fiscal Year End 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

Option Exercises and Stock Vested in Fiscal Year 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Nonqualified Deferred Compensation in Fiscal Year 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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

Proposal 4: Approval of an Amendment to Our Articles of Incorporation to Change Our Name to Kimball

Solutions, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

Share Ownership Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

Information About the 2026 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

Submission of Nominations and Proposals For 2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

Communication with the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

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 13, 2026

TIME 10:00 a.m. EST

PLACE 1220 South Post Road, Indianapolis, Indiana 46239

RECORD DATE September 14, 2026

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 2026 Annual Meeting of Share Owners and any postponements or adjournments of that meeting (as so postponed or adjourned, the "2026 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 2026 on or about September 30, 2026.

The Board has fixed the close of business on September 14, 2026 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 14, 2026, there were 23,991,995 shares outstanding, each share entitled to one vote.

‌Agenda Items and Board Recommendations

Proposal

Board

Recommendation for Approval

Vote Required

Effect of Effect of

Withheld Broker

Votes or Non-Abstentions Votes

Proposal 1:

Elect three Directors for a three-year term:

• Robert J. Phillippy

• Richard D. Phillips

• Gregory A. Thaxton

FOR each nominee

Majority of the votes cast and entitled to vote

None None

Proposal 2: Ratify the selection of Deloitte & Touche LLP as the Company's Independent Registered Public	FOR	Majority of the votes vote	None	N/A
Proposal 3: Advisory Vote on the Compensation Paid to Our Named Executive Officers	FOR	Majority of the votes vote	None	None
Proposal 4: Approve an amendment to our Articles of Incorporation to change the Company's name to	FOR	Majority of the votes vote	None	N/A

cast and entitled to

Accounting Firm

cast and entitled to

cast and entitled to

Kimball Solutions, Inc.

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 2026 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 has consented to serve as a director if elected. 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.

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 Class III nominees to be elected to serve a three-year term are: Robert J. Phillippy

Richard D. Phillips Gregory A. Thaxton

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 - re-election in 2026

Mr. Phillips was appointed a Director and as Kimball Electronics' Chief Executive Officer in March 2023. With more than 20 years of experience in operations and advisory roles, Mr. Phillips was previously 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 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 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.

Other Directors Not Standing for Re-election in 2026 Michele A. M. Holcomb, PhD Director

Director since 2019

Class II - re-election in 2028

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 (LSE: PRTC), for Compugen Ltd. (Nasdaq: CGEN), and for Controlant hf. 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, M&A and product development, 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 2028

Mr. Vadaketh is the former Chief Financial Officer at Enviri Corporation (NYSE: NVRI), where he served from 2023 through his retirement in June 2026. 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 2028

Ms. Van Deursen currently serves as an independent director on the boards of two other public companies, Albemarle Corporation (NYSE: ALB) and Synthomer, plc (LSE: 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.

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 III 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.

Chair: Tom G. Vadaketh

Member Independence

Meeting Attendance

2026 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 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.

‌Audit Committee

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 and cybersecurity risks.

  Chair: Michele A. M. Holcomb

  Member Independence

  Meeting Attendance

  2026 Meetings: 6

  In fiscal year 2026, our directors provided oversight and input on our double materiality assessment and the material topics we identified and disclosed, and approved our 2030 sustainability goals. The Board, through the NESG Committee, assessed its performance and conducted annual Board and 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 maintained a continuing director and executive education program delivered during board and committee meetings and outside events.

  
  
  ‌Nominating and ESG Committee
  
  

  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 on these and other topics; and

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

Chair: Holly A. Van Deursen

Member Independence

Meeting Attendance

2026 Meetings: 7

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 2026 performance and executive compensation program. The Committee and Board recommend that Share Owners approve the compensation of our Named Executive Officers.

‌Talent, Culture, & Compensation Committee

‌Board Qualifications and Composition

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.

  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.

  ‌Qualifications and Composition Summary

  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.

  Director/Director Nominee	Bob Phillippy	Ric Phillips	Greg Thaxton	Michele Holcomb	Greg Lampert	Colleen Repplier	Tom Vadaketh	Holly Van Deursen
  Age	66	56	65	58	59	65	64	67
  Director Since	2018	2023	2017	2019	2014	2014	2022	2019
  Independent	☑		☑	☑	☑	☑	☑	☑
  Board Committees			• •	•	• •	• •	•	•
  Board & Committee Chairs	•			•			•	•
  Number of Other Public Boards	2	0	0	2	0	0	0	2
  Qualifications
  Public Company Executive / CEO
  Manufacturing & Industry
  Strategy Development
  Financial & Accounting
  Cybersecurity / Information Technology
  Environmental & Facility
  Social / Talent / Culture
  Corporate Governance

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

‌Board Classification

The Board has concluded that a three-tiered classified board is the appropriate governance structure for the Company and in the best interests of our Share Owners for the following reasons:

• Independence - Outside Board members can be more direct and independent of Company management knowing they have at least a three-year term to serve.

• Stability and Continuity - The Company's Board can better perform its oversight responsibilities with seasoned Board members who have perspective on the Company's markets, operations, and long-term strategies that is provided by experience gained over a multi-year tenure. Annual elections risk the potential instability of the election of a very inexperienced Board.

• Long-Term Focus - As a public company, the Board's primary focus is on the long-term best interests of our Share Owners. This includes oversight of the long-term strategic vision of the Company. A three-year term enables effective execution of that vision.

• Share Owner Accountability - Our classified Board has at least two directors who stand for election each year, which promotes accountability to Share Owners. In addition, the Board is accountable to long-term Share Owners through its existing governance principles, including board refreshment; tenure and retirement age policies; a strong independent chairperson; and a commitment to diversity. In addition, the Board has a robust commitment to direct engagement with our Share Owners, including by conducting regular say on pay advisory votes.

• Share Owner Value - The Board has reviewed well-reasoned academic research both for and against the proposition that the classification or declassification of a board has a correlation to increased Share Owner value. Therefore, the Board has judged this not to be a compelling reason for declassification.

• Statutory Requirement - Indiana corporate statutes mandate a classified board structure for a public company incorporated in Indiana, unless such company elects not to be governed by those provisions. While the Company states in its By-Laws that it does not intend for these provisions of Indiana's corporate statutes to apply to the classes and terms of its directors, the statutes reflect the judgment of the elected legislators of our state of incorporation as to an appropriate board structure.

‌Board and Annual Meeting Attendance

During fiscal year 2026, the Board met 8 times and each director then in office attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all Committees of the Board on which such director served during their tenure. All of our directors attended our last Annual Meeting of Share Owners. We expect our directors to attend all Board and applicable Committee meetings, calls regarding specific initiatives or acquisitions, and the 2026 Annual Meeting of Share Owners.

‌Director Independence and Refreshment

The Board consists of a majority of "independent directors," as noted in the table above and as defined by the listing standards of Nasdaq. The Board also evaluates any circumstances that may affect a director's ability to exercise independent judgment, such as the director's and the director's family members' employment and other relationships with us or our advisors, auditors, or significant customers; whether the director or a family member has accepted any payments from us or our subsidiaries, other than those permitted by SEC rules; and any actual or potential conflicts of interest.

The directors nominated for election are Mr. Phillippy, Mr. Phillips, and Mr. Thaxton. The Board has determined that none of our independent directors have a relationship with us that would interfere with the exercise of their independent judgment in carrying out their responsibilities as directors. There are no family relationships among any of our directors or executive officers, and during the past 10 years, none of our directors or executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K. All of our independent directors meet after each Board meeting for regularly scheduled executive sessions and at other times as they deem appropriate.

We are committed to board refreshment. To strike a balance between retaining independent directors with deep knowledge of our business and adding directors with a fresh perspective, the Board seeks to maintain an average tenure of less than 10 years for its independent directors as a group by setting reasonable term limits. The current average tenure for our independent directors as of the 2026 Annual Meeting is 8.9 years.

‌Director Compensation

Fiscal Year 2026 Compensation to Non-Employee Directors

Directors' compensation is set by the Board. The level of compensation is guided by the following goals: compensation should fairly pay directors for work required in a company of Kimball Electronics' size and scope; and the structure of the compensation should be simple, transparent, market-competitive, easy to understand, and aligned with Share Owner interests. Non-employee Directors receive an annual cash retainer and an annual equity award. Kimball Electronics does not provide Directors who are also Company employees any additional compensation for serving as a Director.

The table below reflects the annual rates as of June 30, 2026. This information may be different from the fees provided in the Non-Employee Director Compensation table, which reflects actual fees received for roles served during the past fiscal year:

Compensation Component		Annual Rate
Annual Retainer Fee	$	65,000
Annual Equity Award (1)	$	125,000
Chairperson Retainer	$	70,000
Audit Committee Chair Retainer	$	20,000
TCC Committee Chair Retainer	$	20,000
NESG Committee Chair Retainer	$	15,000
Audit Committee Member Retainer (2)	$	10,000
TCC Committee Member Retainer (2)	$	9,000
NESG Committee Member Retainer (2)	$	7,500

1. Paid in shares of Company Common Stock pursuant to the Company's 2023 Equity Incentive Plan and the Non-Employee Directors Stock Compensation Deferral Plan.

2. Paid for each Committee on which a Director serves.

Directors are able to elect to receive all, or a portion of, their retainer fees in Common Stock. Directors also may elect to defer all or a portion of their retainer fees until termination of service from the Board. We also reimburse Directors for reasonable travel, continuing education, and other expenses incurred in connection with Board and Committee service and meeting attendance. There are no agreements or arrangements between any Director or Director nominee and any person or entity other than the Company relating to compensation or other payment in connection with the Director or Director nominee's candidacy or service.

The following Non-Employee Director Compensation Table shows the compensation paid to each Non-employee Director during fiscal year 2026.

Non-Employee Director Compensation in Fiscal Year 2026

Name Fees Earned or Paid in Cash ($) (1) Stock Awards ($) (2) Total ($)

(a) (b) (c) (h)

Michele A. M. Holcomb $ 80,000 $ 125,008 $ 205,008

Gregory J. Lampert $ 82,500 $ 125,008 $ 207,508

Robert J. Phillippy $ 135,000 $ 125,008 $ 260,008

Colleen C. Repplier $ 81,500 $ 125,000 $ 206,500

Gregory A. Thaxton $ 84,000 $ 125,000 $ 209,000

Tom G. Vadaketh $ 85,000 $ 125,000 $ 210,000

Holly A. Van Deursen $ 85,000 $ 125,008 $ 210,008

1. Represents fees paid during fiscal year 2026 and includes the following number of shares for which the director elected to receive Common Stock in lieu of cash: Mr. Vadaketh 2,999 and Mr. Lampert 2,911. These shares were valued using the per share price of $28.34, the market value for such shares on November 14, 2025. Mr. Vadaketh elected to defer receipt of all his shares under the Deferral Plan.

2. Represents the value of the equity retainer awards granted during the year of 4,411 shares for each non-employee director using the per share price of $28.34, the market value for such shares on November 14, 2025. The amounts included in the table above were computed in accordance with FASB ASC Topic 718. Ms. Repplier, Mr. Thaxton, and Mr. Vadaketh each elected to have all their fiscal year 2026 equity retainer awards deferred under the Deferral Plan. Ms. Holcomb's, Mr. Lampert's, Mr. Phillippy's, and Ms. Van Deursen's fiscal year 2026 equity retainer awards were issued to them under the 2023 Plan.

   ‌ CORPORATE GOVERNANCE AT KIMBALL ELECTRONICS ‌Governance Philosophy

   As reflected in our Vision and Guiding Principles, Kimball Electronics is committed to the highest standards of ethical conduct in its business dealings. Kimball believes that the Company, through its Board of Directors, executive management, and employees, should reflect our Guiding Principles in the structure of our governance. We are aligned, engaged, and operating in an environment of mutual trust and respect. Ethics are the foundation of the Corporate Governance Principles. The Nominating and ESG Committee of the Board periodically reviews the Company's overall governance structure, including our Corporate Governance Principles, and makes recommendations on governance issues or practices as warranted.

   ‌Share Owner Rights

   Kimball Electronics strives to implement good governance practices and to ensure that we and our Board align with the long-term interests of our Share Owners. We have enhanced our corporate governance framework over time based on input from our Board, Share Owners, and other governance experts. Important Share Owner rights include:

   • Single class of shares with each share entitled to one vote

   • No multiple voting rights, enhanced voting rights, voting rights ceilings, voting certificates, or non-voting shares

   • Majority voting standard for directors in uncontested elections; resignation procedures if not elected

   • Simple majority vote to amend our By-Laws

   • Share Owner right to call special meetings with 25% ownership

   • Eligible Share Owners may nominate directors through proxy access

   • Share Owner approval required to materially modify our equity capital structure

   • Confidential voting policy

   • Board tenure policy that seeks to maintain an average Board tenure of less than 10 years for the Board's independent directors

     ‌The Board's Strategic Planning Role

     The Board works actively with management to formulate and review our long-term corporate strategy. Each quarter, the Board and management confer on the execution of our strategic plans, the status of key initiatives, and the key opportunities and risks we face. In addition, the Board regularly conducts in-depth, strategic reviews with our senior management team, and dedicates substantial parts of two meetings each year to developing our strategy and to reviewing and approving management's strategic plan for the Company. During these reviews, the Board and management discuss the overall business landscape, emerging competitive threats in our industries, and short and long-term plans and priorities within our strategy. Through these processes, the Board brings its collective, independent judgment to bear on the most critical strategic issues facing Kimball Electronics.

     ‌How the Board Addresses and Oversees Risk

     The Board takes an active role, as a whole and at the committee level, in overseeing management of our risks. The Board approaches our risk management process in an intelligent manner based on the fundamental recognition that risk management in any business enterprise requires an appropriate balance of two distinct aspects of risk:

   • Value Preservation - recognizing and mitigating as much as possible the risk of potential for loss or harm to any element of our business.

   • Value Creation - embracing the risks inherent in any business endeavor in order to reap the rewards of growth and profitability.

     We have a continuous, four-phase Enterprise Risk Management (ERM) process based on risk program development, risk assessment and prioritization, risk response, and risk validation and monitoring. We evaluate a broad range of operational, strategic, compliance, and reporting risks and incorporate risk criteria into the development of the products and services that we offer our customers. Throughout the year, experts, leaders, and specialists across functions, geographies, and levels meet to identify, on a continual basis, the most pressing current and future potential risks we face. Individually and collectively, our senior leaders continually monitor, reassess, and validate risks and mitigation efforts, including through regular meetings of our executive team. Our leaders and employees receive focused, mandatory risk management education throughout each year. Led by experienced risk and compliance professionals from our Audit Management Services team, our senior leaders also meet quarterly to analyze, rank, and prioritize these potential risks along continuums of "likelihood" and "impact" and by "controllability." These senior

     leaders and our Audit Management Services team develop plans and strategies to appropriately manage and mitigate these risks.

     We present relevant ERM information, including the most significant risks identified in our ERM process, to the appropriate Board committees at each of their quarterly meetings. The Board reviews the same information at each of its meetings through reports from the Audit, NESG, and TCC Committees about specific financial, governance, and talent/human capital risks and mitigation efforts in areas overseen by those committees. The Board also implements its risk oversight responsibilities by having management provide periodic briefings and informational sessions on the significant risks that the Company faces. Directly and through its committees, the Board's engagement with management includes broad strategic and operational discussions about interrelated risks, and more focused discussions about individual risks. For example, the TCC Committee, along with the Board's independent directors, annually evaluates risks related to compensation of our executive officers and our incentive and equity compensation plans. The Audit Committee reviews the performance, responsibilities, budget and staffing of the internal audit department and the appointment, reassignment, or dismissal of the director of the Company's internal audit function, ensuring that our risk management function is structurally independent of our operations.

     ‌Board Risk Oversight Roles

     Our Share Owners elect our Board to oversee management and to serve Share Owners' long-term interests. While our executives are responsible for our day-to-day risk management process, the Board has ultimate responsibility for our risk management oversight, shaping effective corporate governance, and setting the right tone for integrity, ethics, and culture based on our Guiding Principles. We have provided examples of risk oversight areas below, and how each Board committee assists the Board with its oversight.

     Risk Oversight Area	Audit Committee	NESG Committee	TCC Committee
     Director Qualifications and Composition		☑
     Director Compensation			☑
     Strategy & Enterprise Risk Management	☑	☑	☑
     Audit Oversight	☑
     Sustainability		☑
     Cybersecurity/Information Security (including AI)	☑
     Talent & Compensation Management			☑
     Stakeholder Engagement & Government Relations		☑
     Philanthropy & Community Impact		☑

     • Board Classification

     • Director Independence & Refreshment

     • Director & Executive Education

     • Annual Evaluations of Board, Committees

     • Strategy Alignment & Development

     • Risk Assessment & Prioritization

     • Risk Response

     • Risk Validation

     • Risk Monitoring

     • Internal Controls over Financial Reporting

     • External Audit

     • Related Parties & Related Party Transactions

     • Conflicts of Interest

     • Environmental, Health & Safety Disclosures

     • Social Responsibility & Human Rights

     • Carbon & Climate

     • Water Security

     • Waste & Toxicity

     • Diversity, Equity, Inclusion & Belonging

     • Total Rewards

     • Employee Health & Safety

     • Succession Management & Talent Risk

     • CEO Evaluation

     As noted above, another important aspect of the Board's risk management is proactive director education on the topics necessary to enable the Board to consider timely and salient issues and risks in our industry and business. The Board and its committees, coordinated by the NESG Committee, offer continuing director and executive education during portions of regular board and committee meetings and during select special meetings or outside events.

     Continuing education for our directors and executives helps these leaders keep abreast of our evolving products and services; significant risks and compliance issues; laws, regulations and requirements applicable to us; corporate governance best practices; and changes in the EMS industry.

     This education program often takes the form of "white papers" and management- and third party-led presentations. Additionally, the Board and management collect and distribute additional relevant materials that cover timely subjects or topics, which directors review before a meeting and can ask questions about during the meeting. Continuing director education also involves directors' attendance at director education seminars and programs sponsored by other organizations. We pay the cost for any director to attend outside director education seminars on topics relevant to their service as directors and that support Board collaboration and operations.

     Our Board and its Committees work closely with management to provide oversight, review, and counsel related to long-term strategy, risks, opportunities, and feedback we receive from our Share Owners. We believe that the leadership structures and processes that we use with our Board and leadership team promote effective Board oversight of risk management.

     ‌Sustainability Oversight; Including Environmental, Health and Safety and Social Responsibility Risks

     Our Corporate Governance Principles describe our Board's role in overseeing sustainable development, including shaping effective corporate governance and overseeing the Company's approach to managing sustainability, including environmental, social, and governance (ESG) risks and opportunities. This includes oversight of policies, programs, goals, and performance related to sustainability, with a focus on areas such as climate change, resource use, workforce wellbeing, ethical conduct, and community impact.

     The Board's Nominating and ESG Committee, comprised exclusively of independent directors, oversees Kimball's sustainability strategy and governance practices, including the identification, assessment, and management of material environmental, social, and governance risks and opportunities. The NESG Committee also has oversight of our global Sustainability and Human Rights Policies and our Global Supply Chain Transparency Statement, which the Board reviews and approves annually. The NESG Committee's express responsibilities also include:

   • Overseeing and advising the Board on our goals, strategies, and initiatives related to sustainability, including ESG risks and opportunities, stakeholder engagement, and alignment with evolving disclosure expectations;

   • Reviewing and overseeing our sustainability-related statements and disclosures, including our annual Guiding Principles Report, and the policies and procedures that we use to prepare them;

   • Monitoring our performance related to our sustainability goals, strategies, and initiatives;

   • Overseeing and advising the Board on our sustainability-related engagement efforts with Share Owners and other key stakeholders, including employees, proxy advisory firms, non-governmental organizations (NGOs), and key sustainability ratings agencies and providers;

   • Developing and overseeing our legal and regulatory compliance and ethics programs, including our compliance with legal and regulatory requirements other than those related to accounting or financial reporting (which are the responsibility of the Audit Committee) or executive and Director compensation (which are the responsibility of the TCC Committee);

   • Overseeing, regularly reviewing reports from, and meeting with our Chief Compliance Officer (who is our Chief Legal & Administrative Officer) and other appropriate members of management regarding significant sustainability-related events and matters (including climate risks, oversight, and disclosure) that are relevant to our stakeholders, including our Share Owners;

   • Reviewing and overseeing the Company's government relations strategies and activities, including any political activities, contributions, and lobbying activities, including trade associations or other business associations that engage in lobbying; and

   • Reviewing and overseeing the Company's charitable and community investment activities, including overseeing the Company's philanthropy and non-commercial sponsorships policy.

The Audit Committee oversees the Company's enterprise risk management framework, which includes sustainability-related risks such as regulatory compliance, cybersecurity, and operational resilience, and continuity. The Board reviews and approves our business plans and budgets annually and as necessary to oversee major capital expenditures, acquisitions, and divestitures. The Board also sets annual performance objectives and monitors their implementation and achievement. The Board receives assistance from our TCC Committee on specific sustainability strategies, policies, and key metrics related to our talent and culture, including matters such as pay equity, diversity,

inclusion, belonging, retention, employee health and safety programs, leadership development and succession, and the alignment with and advancement of our Guiding Principles. The Board looks to the expertise of its committees to provide additional strategic oversight in their areas of focus.

Management leaders responsible for implementing our sustainability strategy report regularly to the NESG Committee and the Board. These matters were discussed at each quarterly NESG Committee and Board meeting in the last fiscal year. These discussions allow directors to continue to deepen their knowledge base on sustainability topics relevant to Kimball Electronics. The NESG Committee works with the Board to program, conduct, and encourage directors to attend director education opportunities, with expenses covered by the Company, including for various sustainability topics.

‌Cybersecurity/Information Security Risk Oversight

Both the Board and the Audit Committee oversee risks related to information security, data protection, and cybersecurity. Cybersecurity protection is vital to maintaining our operations, and the trust of our business and supply chain partners, and of our Share Owners. We continue to secure our own manufacturing and information technology infrastructure; to train our employees and directors throughout each year about malware, viruses, hacking, phishing, and other information security risks, including how to avoid and mitigate them; and to protect our sensitive data from failures, breaches, or cyber incidents. We maintain appropriate insurance policies to help address information security risks. To assist us in identifying and mitigating information security risks, we also maintain a corporate-wide ISO 27001-certified information security management system.

Our cybersecurity risk management program is led by our Chief Legal & Administrative Officer, who reports to our CEO and manages our security team principally responsible for managing our cybersecurity risk assessment processes, our security controls, and our detection and response to cybersecurity incidents. The Chief Legal & Administrative Officer meets regularly with the CEO and the CEO's direct reports to discuss cybersecurity risk and ensure appropriate resources are prioritized to address risks. At each of their respective meetings, the Board and Audit Committee receive, and provide feedback on, reports on relevant data protection and cybersecurity matters. Additionally, two regular Board meetings each year and each Audit Committee meeting include additional technology and cybersecurity briefings from senior members of our information technology department, internal audit function, and legal department. The topics covered by these reports and briefings include risk management strategies, data protection, ongoing risk mitigation activities, cybersecurity strategy, governance structure, and the results of security breach simulations.

‌Oversight, Review, and Approval of Transactions with Related Persons

We are a global company with operations in the U.S. and several foreign countries. Every year, we spend hundreds of millions of dollars for goods and services purchased from third parties. Because of these wide-ranging activities, there may be transactions, business arrangements, or relationships with businesses and other organizations in which one of our Directors, Executive Officers, nominees for Director, or beneficial owners of 5% or more of our common stock or their immediate family members, may also be a director, executive officer, owner, or investor, or have some other direct or indirect material interest ("related parties"). Related party transactions have the potential to create actual or perceived conflicts of interest between Kimball Electronics and our Directors, Executive Officers, nominees for Director, or beneficial owners of 5% or more of our common stock or their immediate families.

Accordingly, our Audit Committee has adopted a written policy governing the approval of related party transactions and the disclosure of such transactions when the amount involved exceeds $120,000 and a related party has a direct or indirect material interest. Any other circumstances that present potential conflicts of interest are to be reported to the Chairperson of the NESG Committee and/or the Company's Chief Compliance Officer (who is our Chief Legal & Administrative Officer), either directly or through an anonymous reporting service. When reported, the transactions or other conflicts are reviewed by the Audit Committee and/or the NESG Committee, as appropriate, in consultation with the Board, and approved if in the best interests of our Share Owners to do so. In addition, on an annual basis, we require each Director and Executive Officer to complete Director and Officer and Related Party Questionnaires that require disclosure of any transactions with Kimball Electronics in which the Director or Executive Officer or any member of their immediate family has an interest.

There were no such related party transactions or conflicts requiring disclosure under Item 404(a) of Regulation S-K reported or approved during fiscal year 2026.

‌Our People are the Company: Human Capital Management

Our Purpose and Guiding Principles

We believe in creating quality for life. We believe our people are the company. We believe lasting relationships create our global success. We believe our people are our competitive edge for our service, quality, and value. Our people are the reason for our success.

We live by four Guiding Principles: customers, people, citizenship, and profits. We have a common understanding that our customer is our business, our people are the company, the environment is our home, and profits are the ultimate measure of our efficiency and effectiveness. We are relentlessly focused on achieving results based on service to our customer, developing our talent, and driving continuous improvement in all we do. Our unique company culture provides the intangible structure for our people to achieve our goals, within the context of their strengths, in order to build our success. Our Guiding Principles provide a foundation for our decisions, processes, and philosophies. To learn more about our Guiding Principles, visit our website at https://www.kimballelectronics.com/guiding-principles.

Pursuant to our Guiding Principles, we foster a culture of mutual trust, personal integrity, and respect for the dignity of every individual. Our commitment to creating a supportive and empowering work environment is reflected in our leadership style, which emphasizes personal autonomy, teamwork, and continuous improvement. In our recent Double Materiality Assessment (DMA), we identified Equal Treatment & Opportunities for All and Health & Safety as our material People topics. These priorities align with our Guiding Principles and underscore our dedication to ensuring a fair, safe, and healthy workplace for all employees.

Succession Management and Talent Risk Oversight

One of our Board's principal duties is to manage our human capital strategies and policies, including reviewing management succession planning for the development, retention, and replacement of executive officers, including the CEO. The Board reviews its management succession and retention plans, including for our CEO, annually. Additionally, the Board oversees the risks and exposures associated with management succession planning. Our Board believes that the directors and executive officers should collaborate on succession planning and that the entire Board should be involved in the critical aspects of the management succession planning process, including establishing selection criteria that reflect our business strategies, identifying and developing internal candidates to ensure the continuity and enhancement of our culture, and making key management succession decisions.

The Board and the TCC Committee discuss management succession in regular meetings and in executive sessions throughout the year as appropriate. Directors can become familiar with potential successors for key management positions through various means, including regular organizational strategy and talent reviews, presentations to the Board, and informal meetings.

The Board and management have made attracting, developing, and retaining the best people globally central to our strategy because our people are crucial to our long-term, global success. We are focused on attracting, developing, and retaining best-in-class teams and continuing to build an inclusive culture.

Growth and Development

We build vitality and visibility in our talent pipeline. We develop talent to support our continued growth. We emphasize human-centered and purpose-driven philosophies and methodologies. We create a workplace where our people can be the best version of themselves. We do all of this so that we can execute our business strategies and create impactful careers. We continue to mature as a company by creating talent, systems, and organizational structures to achieve priorities and enhance collaboration.

We leverage the talent we bring into our organization through our future-focused, individualized performance management practices. Our people deserve more than a rating, so we empower them to own and drive their personal and professional development within the context of our overall business plan so that we meet real needs, not rules. We use accomplishments, aspirations, and challenges to qualitatively determine development needs. Our leaders are coaches who model our values, align expectations, and adapt to our people's needs. With a commitment to the role they play in our success, our people make our Company whole.

We care deeply for our people, strive to protect our culture, and are continuously improving the sense of importance, ownership, and urgency around people development. We use a well-respected, evidence-based behavioral assessment tool known as the Predictive Index as a key data source about our leaders' natural behavioral drives. We complement this tool with peer feedback and managers' observations of their people's aspirations, motivations, cognitive agility, and job performance to gain insights to development gaps and impactful action planning. We augment these tools and observations with performance and succession management modules in Workday, our Human Resources Information System.

Our leadership development strategy is to prepare our leaders by utilizing a structured, high-impact, culturally congruent program based on our Leading, the Kimball Way capabilities:

• Be a catalyst for growth

• Have an enterprise mindset

• Show courage

• Build followership

• Cultivate talent

The design of our Leading, the Kimball Way journey is grounded in research about effective behavior change and leadership development. We start the journey by focusing on leading selves before transitioning to leading teams, and, finally, leading at the enterprise. On this leadership development journey, we build capabilities of advocacy and inquiry in our leaders, especially as it relates to leading others. Our growth and development efforts aim to close identified gaps in leadership capabilities required to execute our business strategy by designing leadership development that leverages face-to-face education, virtual learning, peer learning, mentoring, and developmental feedback.

We train all our employees, our executive officers, our Directors, and our contingent workers annually and through targeted, supplemental sessions throughout the year on our Code of Conduct, which outlines our ethics, human rights, labor regulations, and anti-discrimination practices. We strive to have all our employees worldwide complete discrimination and harassment training on an annual basis; we also offer training to our managers on unconscious bias during the annual talent review process. We annually audit both our compliance with this goal and our responses to issues raised to our global hotline (including those related to our Guiding Principles, Code of Conduct, Supplier Code of Conduct, ethics, bribery, and anti-corruption) and we report hotline activity to our Board and each Board Committee at their respective quarterly meetings. Our annual core compliance curriculum also includes courses on Foreign Corrupt Practices Act (FCPA), business ethics and essentials, and information security. We do not tolerate discrimination and harassment in our workplaces. As part of monitoring our compliance with our Guiding Principles and Code of Conduct, we continue to prioritize responding to and remedying reports to our human resources teams and our global hotline, addressing a variety of issues through guidance, review, and/or investigation. To make them more accessible and easily understood, we have translated both the Guiding Principles and Code of Conduct into all six primary languages that our employees speak and read in the countries where we operate.

At Kimball Electronics, we believe our organizational structure, information systems, and personal skills development maximize our people's flexibility to respond to our customers on their terms, as our consistently high Guiding Principles survey scores demonstrate. We are realizing the positive effects of the time, energy, and attention our leaders are devoting to our People Strategy.

Diversity, Equity, Inclusion, and Belonging

Our worldwide workforce includes approximately 5,600 people: approximately 1,000 employees in the United States and approximately 4,600 located across Europe, Asia, and Latin America. As our Guiding Principles say, we want employees to share in their company's success, both financially and through personal growth and fulfillment. Our people have built Kimball on the tradition of pride in craftsmanship, mutual trust, personal integrity, respect for dignity of the individual, a spirit of cooperation, and a sense of family and good humor. We seek to enhance this culture as we grow, and we seek a diversified group of employees who can be committed to preserving and enhancing our values.

We value and work to promote a diverse, equitable, and inclusive work environment. We are committed to holding ourselves accountable, to taking action to continuously improve our policies and practices, and to upholding the principles that encompass diversity, equity, inclusion, and belonging as outlined in our Diversity, Equity, Inclusion, and Belonging ("DEI&B") statement. Our strategy is to achieve excellence in customer service, employee relations, and business objectives through creativity, responsiveness, and innovation resulting in increased well-being, a sense of belonging, and meaningful work for our employees. We actively promote DEI&B, and incorporate DEI&B into our culture, values, and strategies. To identify opportunities to improve our recruiting efforts and enhance the inclusiveness of our workplace culture, we collect and regularly review with our leadership team various diversity statistics related to gender, ethnicity, age, military service, disability, and other attributes. We also provide an annual report on the diversity of our employees to the Board of Directors.

At Kimball Electronics, we define Diversity, Equity, Inclusion, and Belonging as:

DIVERSITY	EQUITY	INCLUSION	BELONGING
The facts that illustrate	The process and	The behaviors that	The emotions that result
the mix of human	promise that each	unlock the power of a	from the behaviors,
differences and	employee has fair,	diverse organization by	processes and
similarities in our	impartial and equal	ensuring individuals	representation when
workplace and our	access to opportunities	can bring their whole	perspectives,
communities in which	and advancement	selves to work and	experiences, and
we live and work.	within the organization regardless of their	diverse skillsets, mindsets, and	differences are valued resulting in meaningful
	diversity demographics.	experiences are valued.	connection.

Kimball Electronics embeds its commitment to equal opportunity, inclusion, and non-discrimination in global policies aligned with international standards, including the UN Universal Declaration of Human Rights and ILO conventions. Our Global Human Rights Policy and Code of Conduct prohibit discrimination and harassment on the basis of any protected characteristic, and apply to all employees across our operations and supply chain. Our diversity, equity, inclusion, and belonging (DEI&B) initiatives-overseen by our CEO and Chief Human Resources Officer, together with our global leadership, our HR teams, and our Global Councils-focus on fostering opportunity, engagement, and belonging across all levels of the organization. We maintain an enterprise-wide expectation that 100% of the candidate slates for our Board and management positions include candidates from underrepresented groups in the technology and manufacturing industries, and we publicly disclose our EEO-1 report to reinforce transparency in our workforce composition. We support these commitments through five employee-led Employee Resource Groups that are open to all employees, broad-based talent development and recruitment, mentorship, and continued progress toward comprehensive pay equity across our global workforce.

We maintain five Employee Resource Groups: ELEVATE, PRIDE, Veterans and Military Service Advocacy (VMSA), Women in STEM Empowerment (WISE) and the Black Employee Resource Group (BERG), each offering mentorship, community, career development, and other programs and opportunities that are open to all employees, including underrepresented groups in our industry. We actively encourage and support our employees to create resource groups.

We leverage People Analytics (PA) as a cornerstone of our strategic workforce planning, as well as for recruiting and hiring processes. These tools enable us to proactively address turnover risks while ensuring alignment with the values articulated in our Guiding Principles. By integrating data-driven insights, we can better anticipate workforce needs and implement strategies that foster engagement, retention, and operational excellence.

Our approach includes annual surveys and targeted employee and leadership development initiatives, which serve as both actionable tools and measurable processes. These efforts ensure that employee feedback informs decision-making and that our workforce remains engaged, motivated and productive. The action plans from these employee engagement surveys result in a collaboration effort globally leveraging best practices throughout our facilities. The tangible results of these initiatives are reflected in our Net Promoter Score, which is consistently above average or better, and our survey scores, which consistently exceed our established goals. This underscores the business impact of our commitment to creating a dynamic and values-driven workplace.

We are proud of our diversity: in the U.S., more than half of our workforce is made up of underrepresented groups in the technology and manufacturing industries. We have long benefited from gender diversity on our Board, and women contribute to our business at the highest levels of senior leadership. In fact, each year since we became a public company in 2014, we have been recognized by 50/50 Women on Boards for having a Board comprised at least 20% of women. Three of our Independent Directors, 50% of the Board's leadership, and three of our executive leadership team members are female.

We utilize contingent workers (including temporary workers and those employed by agencies or as independent contractors) to augment staffing during peak business cycles and to fill certain open positions on a temporary basis when appropriate. However, our strategy is to limit the use of contingent labor and to convert contingent labor to regular employment where feasible.

During fiscal year 2026, we published our annual Guiding Principles Report (https://www.kimballelectronics.com/ sustainability) and disclosed in the "People" section additional detailed workforce characteristics, including employee by gender, age group, management level, share of women, new hires and leavers, turnover rates, contingent workers, trade union or works council representation, and more. We encourage stakeholders to review our latest Guiding Principles Report. The Report underscores our commitment to transparency and accountability in how we report and manage the impacts, whether positive or negative, that our business activities and relationships with stakeholders like our employees have on the world around us.

Total Rewards: Compensation and Benefits

The Kimball Electronics Total Rewards philosophy is built on the foundation of our Guiding Principles; specifically, we want employees to share in their company's success, both financially and through personal growth and fulfillment. We expect and reward excellent performance of our teams around the globe. Our variable compensation structure allows flexibility in response to workforce and customer demand fluctuations in addition to providing an incentive for our employees to earn incremental compensation dependent on roles, responsibilities, and results.

Our compensation philosophy is to link potential and personal performance to base pay, and variable incentive pay to financial results and operational metrics. This philosophy is a core element of our Company's culture. Under this philosophy, we link base pay to performance, effort, market, and local demand. Increases in compensation are based on continuous improvement and career development. We link the variable incentive portion of our pay to financial results and operational metrics for each of our locations and across our enterprise. We believe these incentives drive collaboration, cooperation, personal development, and continuous improvement that help us attain our financial and operational metrics within our priorities of focus.

To support the long-term financial health of our workforce beyond their cash compensation, we offer benefits to our employees based on local regulations and market practices designed to attract and retain talented employees in each region where we operate. For example, in the U.S., we offer an immediately vested company match for our retirement plan participants along with auto-enrollment in target date funds and annual automatic increases in deferral rates. As a public company, all of our employees globally are eligible to purchase our common stock directly and, where permitted by law, through our retirement plan. Our best-in-class plan design results in consistent participant and plan health metrics at or above the benchmarks from our U.S. plan administrator, Vanguard. As of the end of fiscal year 2026, 93% of our eligible U.S. employees were participating in our 401k plan, above Vanguard's benchmark of 79% and above the participation rates of others in our industry. This benefit supports our Guiding Principles that we want employees to share in their company's success, and that we embrace the attitudes of personal autonomy and empowerment.

To attract talent to execute our business goals, we conduct regular market studies in all the locations where we operate around the world. The total rewards package that we offer our employees in addition to their cash compensation supports their financial health and personal wellness. However, deciding on an appropriate market value for the total rewards package can be complex and requires adequate data and informed judgment so that each global location's benefits package is relevant and responsive to the local market. We have continued to increase the quality and quantity of our benefits offered locally while maintaining cost effectiveness globally. To increase transparency for our employees into the value of their total rewards package, our employees have access to a self-service feature in our human resources information system that outlines for each of them the monetary value of their benefit elections, since those elections, and our resulting contributions toward them, complement cash compensation. This feature provides a comprehensive view of the entire total rewards package each employee earns at our company. One of our People Guiding Principles is the importance of open, non-defensive communication, and these elements of our benefit programs and how we communicate them to employees support this principle.

Health and Safety

Kimball's Occupational Health and Safety (OHS) program reflects our unwavering commitment to a safe and healthy working environment for all employees, contractors, and stakeholders. Our formal health and safety management system covers 100 percent of workers, including employees and contractors, and all operational sites hold ISO 45001 certification. Our OHS system includes documented policies, defined risks, and preventive actions that guide how we work every day.

We apply a disciplined cycle of planning, doing, checking, and improving so that safety is designed into work and reinforced in execution. Every operational site completes a comprehensive risk assessment that identifies hazards and evaluates controls. Local teams then convert findings into time-bound action plans with quantified targets, so that the highest risks are reduced first and improvements can be measured. We prioritize engineering solutions such as ventilation, hazard enclosure, process automation, and preventive maintenance, and we reinforce them with clear procedures and training. Where individual protection is still needed, we provide appropriate Personal Protective Equipment (PPE) and verify consistent use. We adapt tasks to the people who perform them; for example, addressing repetitive strain risks through ergonomic design and standard work, and reducing noise exposure through engineered controls and monitoring across all locations as needed. Our operations are supported by emergency preparedness that is planned, trained, and tested through regular drills, and our procurement practices embed supplier health and safety requirements so that contractors and partners meet the same expectations we set for ourselves.

People are central to how we make safety real. Worker participation drives our strategy and gives us early visibility of issues and opportunities to improve. Employees contribute through safety committees, structured feedback, and near-miss reporting, and they can raise concerns using complaints procedures and confidential channels. Our training programs build the competence and awareness required to perform work safely, and we track participation so that every topic reaches the right audience. We monitor performance rigorously, analyze incidents and trends, and use audits and reviews to verify that controls are effective and that improvements are sustained. As our Guiding Principles remind us, offering ideas for improvements and new products is an opportunity we all share, and a responsibility we must all accept. We continue to promote and reinforce an entrepreneurial spirit - a conviction that growth and continuous improvement is everyone's job.

Stakeholder Engagement and Philanthropy

Our Board and management team engage on a year-round basis with a range of stakeholders, including not only our Share Owners, but also our workforce, our vendors, our customers, and our communities. Our engagement program includes maintaining formal global councils and task forces within our Company on subject matters including human resources and employee engagement; SEF; enterprise information security and cybersecurity; customer relationship management, materials management; supplier quality; quality systems; digital processes; community engagement/ outreach; and business planning. Each of our councils and task forces holds regular meetings either monthly or quarterly, throughout the year, and additionally as warranted, to collaborate and engage with their own internal and external stakeholders. They each report back to our executive team and our Board. Our global councils provide us a system to consult and engage with our internal and external stakeholders formally and to offer them ongoing opportunities to provide feedback in support of our sustainable growth.

We are members of the Responsible Business Alliance and the Responsible Minerals Initiative and we work closely with the Indiana Partners for Pollution Prevention and the Indiana Environmental Stewardship Program. Our rigorous sustainability and ethics standards include a Supplier Code of Conduct based on the Responsible Business Alliance's industry standard, our Global Human Rights Policy, and our Sustainability Policy.

One of our Guiding Principles is to strive to help our communities be great places to live. We live this Guiding Principle and further the goals of our Policy on Philanthropic Donations and Non-Commercial Sponsorships when we contribute and encourage our employees to contribute to our local communities. From company-wide events and giving opportunities to targeted ones like our legal department's pro bono program, we give back to our communities and stakeholders in substantive and charitable ways that reflect our Guiding Principles and the commitments in our Sustainability Policy. All of these steps help us meet our stakeholder needs, regulatory requirements, and DEI&B goals; contribute to the prosperity and quality of life of our global community; and deliver long-term, sustainable profits for our Share Owners. As we discussed in our calendar year 2025 Guiding Principles report, we donated $325,000 worth of treasure, time, and talent (including over 3,000 hours of paid employee time) to help worthy causes worldwide. We strive to donate up to 1% of our adjusted net income to worthy causes annually.

2025 Giving Hours Donated Monetary Donations Total Monetary Value
Community	1132	$	150,000	$	174,000
Human Rights & Needs	299	$	10,000	$	16,000
Education & Arts	1444	$	68,000	$	83,000
Scientific & Environment	179	$	49,000	$	52,000
Total	3054	$	277,000	$	325,000

For more information, please see our latest Guiding Principles Report at https://www.kimballelectronics.com/sustainability.

Measuring and Sharing How We Live Up to Our Guiding Principles

Each spring, we conduct our Guiding Principles Survey of every employee to assess employee engagement, satisfaction, and wellbeing. We set annual targets for survey participation, satisfaction levels, and key indicators of engagement. Local leadership teams use these targets-and any gaps between results and goals-to guide action planning and drive meaningful improvements. The survey results continue to show that the vast majority of our employees would recommend KE to friends and family as a strong employer with which to seek a career. We have exceeded our target Guiding Principles score of 8.0 out of 10.0 for each of the last ten years.

This past year, we continued to hold and enhance all-employee meetings, launch focus groups, and improve business transparency to enhance communication. Through communications and proactive planning by our social responsibility teams, we expanded awareness of community involvement and educational opportunities. We continued to seek opportunities to optimize total rewards programs and one-on-one meetings between employees and supervisors. Programs like ELEVATE and tools such as the Predictive Index and EQ-i support leadership development, peer collaboration, and team diversity. We also prioritize working with vendors and suppliers who align with our Guiding Principles. We share survey results with each global business team each year, broken down by department, business unit, and as an enterprise score. Detailed results and corresponding action plans are reviewed annually by the Talent, Culture and Compensation Committee of our Board of Directors. Through these efforts, we aim to ensure employees feel valued, supported, and empowered to thrive.

We are recognized as a leader in sustainability and sustainability reporting, taking a proactive approach to measuring and transparently communicating our progress. Our objective is to provide stakeholders, including our customers, employees, communities, investors, and suppliers, with high-quality, comprehensive reporting on the material topics that reflect both our business's impact on the world and the world's impact on our business. We published our annual Guiding Principles Report earlier this fiscal year for calendar year 2025, aligned with the European Sustainability Reporting Standards (ESRS), developed under the European Union (EU) Corporate Sustainability Reporting Directive (CSRD). Additionally, we aligned the Report with several leading sustainability frameworks, including the United Nations (UN) Sustainable Development Goals (SDGs), UN Global Compact (UNGC) Principles, Global Reporting Initiative (GRI) Standards, the Sustainable Accounting Standards Board (SASB) Standard for Electronic Manufacturing Devices & Original Design Manufacturing, and the Task Force on Climate-related Financial Disclosures (TCFD). The Guiding Principles Report provides a comprehensive overview of our global business operations and our ongoing commitment to sustainability, demonstrating how we live up to our Guiding Principles through transparent reporting and accountability for our economic, environmental, and social impacts. You can find the Report on our website at https:// https://www.kimballelectronics.com/sustainability.

‌PROPOSAL 2: SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively the "Deloitte Entities") audited the Company's financial statements for the fiscal year ended June 30, 2026. The Deloitte Entities have been our independent auditor since our spin-off in 2014. As part of its auditor engagement process, the Audit Committee considers whether to rotate the independent audit firm because the Audit Committee believes that it is important for the registered public accounting firm to maintain independence and objectivity. As part of its engagement decision, the Committee determined there are significant benefits to having an independent auditor with an extensive history with the Company, including:

• Higher quality audit work due to the Deloitte Entities' institutional knowledge of our global business, accounting policies and practices, and our internal control framework; and

• Operational efficiencies and resulting fee savings because of the Deloitte Entities' history and familiarity with our business.

  In addition to the reasons discussed above, the Committee selected Deloitte based on:

• Performance on past audits, including the expertise of the engagement team;

• Experience, client service, and responsiveness;

• Leadership, management structure, and ethical culture; and

• Fees charged in relation to the scope of work performed.

Representatives of the Deloitte Entities are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

‌Independent Registered Public Accounting Firm Fees

Deloitte Entities
2026		2025
Audit Fees(a)	$ 1,373,148	$ 1,493,065
Audit-Related Fees(b)	-	-
Tax Fees(c)	63,267	15,422
All Other Fees(d)	1,895	1,895
Total	$ 1,438,310	$ 1,510,382

1. Audit fees include fees and out of pocket expenses paid or expected to be paid for the audit of the annual financial statements, the review of consolidated financial statements included in our quarterly Form 10-Q reports, the audit of internal control over financial reporting, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings, and similar engagements for the fiscal year.

2. Audit-related fees consist primarily of fees paid or expected to be paid for an income tax benefit compliance audit.

3. Tax Fees consist of fees paid or expected to be paid for tax compliance and related tax services.

4. All Other Fees consist of fees paid for an accounting research tool.

‌Consideration of Services Provided by the Independent Registered Public Accounting Firm

The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. The Audit Committee has established a pre-approval process for services provided by the independent registered public accounting firm that complies with the requirements of the Sarbanes-Oxley Act of 2002. A description of the pre-approval process is attached to this Proxy Statement as Appendix A. The Audit Committee has considered whether all services provided are compatible with maintaining the independent registered public accounting firm's independence in accordance with this process and has determined that such services are compatible.

‌ REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board is responsible for providing independent, objective oversight of the Company's accounting functions, internal control over financial reporting, and financial reporting processes. During the fiscal year ended June 30, 2026, all members of the Audit Committee met the independence and experience requirements of The Nasdaq Stock Market LLC and the Securities and Exchange Commission (the "SEC"), and the Board of Directors has determined each member qualifies as an audit committee financial expert under SEC rules.

Management is responsible for the Company's accounting functions, internal control over financial reporting, and financial reporting processes. The Company's independent registered public accounting firm, Deloitte & Touche LLP ("Deloitte"), is responsible for auditing, and expressing opinions on, the Company's consolidated financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB").

In connection with these responsibilities, the Audit Committee reviewed and discussed with management and Deloitte the audited consolidated financial statements as of and for the year ended June 30, 2026, including the quality of the Company's accounting principles, the reasonableness of significant judgments and critical accounting estimates, and the clarity of disclosures. The Committee also receives regular updates from the Chief Legal & Administrative Officer and the Company's information technology leadership on cybersecurity, information security, and AI governance matters. The Audit Committee also discussed with Deloitte the matters required to be discussed under applicable requirements of the PCAOB and the SEC, received the written disclosures and letter from Deloitte required by applicable PCAOB independence standards, and discussed with Deloitte its independence from the Company and management. The Audit Committee also considered whether the provision of non-audit services by Deloitte is compatible with maintaining Deloitte's independence.

The Audit Committee reviewed the overall scope of the audits performed by the internal auditor and Deloitte. The Audit Committee met with the internal auditor and Deloitte, with and without management present, to discuss the results of the audits of the Company's consolidated financial statements and the overall quality of the Company's financial reporting.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors, and the Board approved, the inclusion of the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended June 30, 2026, filed with the SEC.

Respectfully submitted,

The Audit Committee

Tom G. Vadaketh (Chairperson) Gregory A. Thaxton

Gregory J. Lampert

The foregoing Report shall not be deemed to be "soliciting material" or to be "filed" with the SEC, nor shall it be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, notwithstanding any general statement contained in any such filing incorporating this Proxy Statement by reference, except to the extent the Company specifically incorporates such Report by reference into such filing.

‌Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee has selected the Deloitte Entities to be the Company's independent registered public accounting firm for the fiscal year ending June 30, 2027.

Ratification is not required by law or our By-Laws. We are submitting the selection of the Deloitte Entities to our Share Owners for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our Share Owners.

The Board of Directors recommends that you vote "FOR" ratification of the selection of the Deloitte Entities

as the Company's independent registered public accounting firm.

‌Information About Our Executive Team

Kimball Electronics' executive officers as of the date of this Proxy Statement are: Richard D. Phillips, Chief Executive Officer; Adam M. Baumann, Chief Accounting Officer; Jana T. Croom, Chief Financial Officer; Jessica L. DeLorenzo, Chief Human Resources Officer; Douglas A. Hass, Chief Legal & Administrative Officer, Secretary; Steven T. Korn, Chief Operating Officer; Andrew D. Regrut, Vice President, Investor Relations & Strategic Development, Treasurer; and Kathy

R. Thomson, Chief Commercial Officer.

Because Mr. Phillips is also a Director, we have included his biographical information in the section "Election of Directors."

Executive Officer since 2023

Executive Officer since 2021

Executive Officer since 2018

Adam M. Baumann Chief Accounting Officer

Mr. Baumann was appointed Chief Accounting Officer in 2023 and has served as our Corporate Controller since March 2021. . He joined Kimball Electronics in 2019 as Assistant Corporate Controller. Mr. Baumann was previously employed by Vectren Corporation from 2009 to 2019 and Ernst & Young, LLP from 2003 to 2009. Mr. Baumann's previous roles with Vectren Corporation included Manager, External Reporting & Accounting Research and Manager, Regulatory Implementation & Analysis. Mr. Baumann graduated from Indiana University with a degree in Accounting and Finance and is a Certified Public Accountant.

Jana T. Croom Chief Financial Officer

Ms. Croom was appointed Chief Financial Officer in 2021. She joined Kimball Electronics in January 2021 in the role of Vice President, Finance. Prior to joining Kimball Electronics, she held the position of Vice President, Financial Planning and Analysis for NiSource Inc., one of the largest fully regulated utility companies in the United States, since August 2019. From 2012 through 2019, Ms. Croom held positions at NiSource including director roles in operations planning, state finance, and regulatory affairs. Ms. Croom has more than 25 years of experience in various areas of finance, is a graduate of the College of Wooster and earned a master's degree in Business Administration from the Fisher College of Business at The Ohio State University.

Jessica L. DeLorenzo Chief Human Resources Officer

Ms. DeLorenzo was appointed Vice President, Human Resources in 2018, and her title was changed to Chief Human Resources Officer in 2025 to better reflect the evolution of her role at the Company. She provides Kimball Electronics with HR strategies to support people development, business growth, and continuous improvement aligned with our Guiding Principles and worldwide regulatory requirements. She is responsible for providing leadership to our global operations and HR Managers in the development and implementation of effective 'Employer of Choice' philosophies and execution of our talent management framework. Ms. DeLorenzo joined Kimball Electronics in 2015 in the position of Director, Organizational Development. Before joining Kimball Electronics, she held the position of Director, Student Services at Vincennes University from 2011 through 2015. Ms. DeLorenzo graduated from Rice University with a degree in Psychology and an MBA, and from Louisiana State University in Shreveport with a Master of Science in Human Services Administration.