MEETING
INFORMATION |
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ITEMS OF
BUSINESS |
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LOGISTICS
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AGENDA
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BOARD
RECOMMENDATION |
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SEE PAGE
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DATE & TIME
Thursday, December 12, 2024
10:00 a.m., Pacific Time |
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1
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To elect six directors to hold office for a one-year term and until their respective successors are elected and qualified
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FOR all
nominees |
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2
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To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025
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FOR
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3
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To conduct an advisory vote to approve the Company’s named executive officer compensation for the fiscal year ended June 30, 2024
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FOR
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RECORD DATE
All holders of OSI Systems, Inc. common stock as of the close of business on October 16, 2024 are entitled to vote at the Annual Meeting
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4
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To transact such other business as may properly come before the Annual Meeting or any adjournment thereof
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The Proxy Statement describes the items in detail and also provides information about our Board of Directors and executive officers. Please also refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which I encourage you to read. It includes our audited, consolidated financial statements and information about our operations, markets and products.
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VOTING
Your vote is very important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. Your vote will ensure your representation at the Annual Meeting if you cannot attend in person. If you later desire to revoke your proxy for any reason, you may do so in the manner described in the attached Proxy Statement. Please refer to the proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.
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Place your vote via
Internet, 24/7, at www.proxyvote.com |
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Call toll-free, 24/7,
(if US or Canada) 1 (800) 690-6903 |
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Sign, date and return
your proxy card or voting instruction form by mail |
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Scan the QR code
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Attend the
meeting and cast your ballot |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 12, 2024
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This Proxy Notice, the accompanying Proxy Statement and Annual Report on Form 10-K for the fiscal year ended June 30, 2024 are available at http://www.proxyvote.com.
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OSI Systems is committed to making the world safer and healthier. We have a responsibility to be good stewards of the environment in which we operate.
We encourage OSI Systems stockholders to voluntarily elect to receive future proxy and annual report materials electronically.
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Enroll online by following the instructions at www.proxyvote.com
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Scan the QR code to vote using your mobile device, sign up for e-delivery or download annual meeting materials
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| | FASTER | | | | ECONOMICAL | | | | CLEANER | | | | CONVENIENT | |
| | | EXECUTIVE COMPENSATION | | |
| | | Executive Officers | | |
| | | Compensation Discussion and Analysis | | |
| | | Compensation Tables | | |
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| | | Compensation Committee Report | | |
| | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | |
| | | More than 5% Stockholders | | |
| | | Directors and Executive Officers | | |
| | | Section 16(a) Beneficial Ownership Reporting Compliance | | |
| | | Equity Compensation Plan Information | | |
| | | INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | | |
| | | General Information | | |
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| 64 | | | ADDITIONAL INFORMATION | |
| | | Availability of Annual Report on Form 10-K | | |
| | | Householding of Proxy Materials | | |
| | | Stockholder Proposals | | |
| | | Incorporation by Reference | | |
| | | Other Business | |
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PROPOSAL
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BOARD VOTING
RECOMMENDATION |
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PAGE
REFERENCE |
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EFFECT OF BROKER
NON-VOTES AND ABSTENTIONS |
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VOTES REQUIRED
FOR APPROVAL |
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1
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Election of six directors
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FOR all
nominees |
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5
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No effect
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Plurality of
votes cast |
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2
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Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025
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FOR
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20
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No effect
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Majority of
votes cast |
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3
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Advisory vote to approve the compensation of our named executive officers for the fiscal year ended June 30, 2024
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FOR
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23
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No effect
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Majority of
votes cast |
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OSI Systems prioritizes environmental, social, and governance (“ESG”) issues that align with our core values and our mission. Our ESG initiatives involve different levels of our company, from our Board and our CEO who provide leadership and oversight to our employees and stakeholders who implement and support our ESG goals. We have an executive-level ESG Steering Committee that helps manage internal initiatives and prepares periodic reports to our stakeholders on our progress.
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View our 2024 ESG report at:
https://www.osi-systems.com/ wp-content/uploads/ OSI_ESG_24_a.pdf |
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OSI Systems is committed to making the world safer and healthier. We have a responsibility to be good stewards of the environment in which we operate. We endeavor to reduce our impact on the environment by promoting environmental stewardship throughout our organization, and we will continue to look for new, and to improve existing, initiatives to reduce our carbon footprint. We are also assessing the impact of climate change on our operations and supply chain as one aspect of our enterprise risk management review process and will continue to do so on an ongoing basis.
Our Global Sustainability Program is deeply integrated into our culture of inclusion and environmental responsibility.
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View our Global Sustainability
Program at: https://www.osi-systems.com/ about-osi/sustainability/ |
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Environmental Compliance
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▪
OSI is committed to complying with applicable environmental laws and regulations.
▪
Many of our businesses have achieved certifications under strict environmental standards including ISO 14001: Environmental Management System.
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Energy Usage
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▪
Our product development teams strive to ensure our products and services are energy efficient.
▪
Renewable energy sources are integrated into our operations and supply chain, and we plan to expand where possible.
▪
We are actively reviewing our processes to identify ways to reduce overall energy usage.
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Water Usage
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▪
Our teams are committed to identifying meaningful ways to reduce our water utilization.
▪
We acknowledge the right to water as a basic human right.
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We ensure access to safe drinking water and sanitary conditions for our staff both at our facilities and at our vendors’ facilities.
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Reduction of
Emissions |
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▪
We are committed to reducing our greenhouse gas (GHG) emissions across our global operations.
▪
We are working on identifying areas for GHG reduction, including identifying potential changes to manufacturing operations and travel policies to reduce emissions of air pollutants and CO2.
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Suppliers and
Vendors |
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▪
We expect our business partners to:
1.
operate in a manner that is protective of the environment,
2.
comply with all applicable environmental regulations and obtain all necessary environmental permits, licenses or other relevant authorizations,
3.
support our reasonable inquiries about emissions and environmental impacts of our operations, and
4.
establish systems to ensure the proper management of waste, air emissions and wastewater discharges.
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Cybersecurity Training
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▪
We are proud to have 98% of eligible employees complete cybersecurity training for fiscal year 2024.
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Governance
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The Board at OSI Systems sets the high standards for the Company’s employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to oversee the management of the Company’s business. To fulfill its responsibility and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in our Corporate Governance Guidelines. These guidelines are subject to modification from time to time as the Board deems appropriate in the best interests of the Company or as required by applicable laws and regulations.
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View our Corporate Governance Guidelines at:
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https://investors.osi-systems.com/investor-relations/company-information/
corporate-governance |
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Code of Ethics
and Conduct |
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At OSI Systems, we are proud of our commitment to ethics and integrity and the way we have embedded our core values into all our businesses. We—through our people, values, programs and policies—have made it a priority to help ensure that we have an ethical culture where everyone embraces a sense of personal responsibility for doing the right thing in the right way.
OSI Systems and our global subsidiaries are committed to operating according to the highest ethical standards and in full compliance with applicable laws and regulations.
We have adopted a Code of Ethics and Conduct, which applies to all of our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. A copy of the Code of Ethics and Conduct is attached as an exhibit to our Current Report on Form 8-K filed with the SEC on May 23, 2016.
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View our Code of Ethics at:
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A copy of the Code of Ethics and Conduct may also be obtained,
without charge, under the Investor Relations section of our website or by written request to: |
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https://osi-systems.com/code-of-ethics
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https://investors.osi-systems.com
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OSI Systems, Inc.
Attention: Corporate Secretary 12525 Chadron Avenue Hawthorne, California 90250 |
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We intend to disclose any changes in or waivers from this Code of Ethics and Conduct on the same website or by filing with the SEC a Current Report on Form 8-K, in each case if such disclosure is required by the rules of the SEC or Nasdaq.
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Human Rights
Policy |
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OSI Systems is committed to operating with integrity and in accordance with our values. We believe in protecting human rights and playing a positive role in the communities in which we operate.
Human rights are basic standards of treatment to which all people are entitled. To that end, our global organization supports and operates in accordance with the spirit and intent of the United National Universal Declaration of Human Rights and the UN Global Compact principles on human rights and labor.
Respecting these rights means ensuring that our products, no matter where they are made, are manufactured in an environment that demonstrates respect for the people who make them and use them. It also means respecting the rights of people living in the communities around our facilities and offices, and those of our suppliers, who may be affected by these operations.
We are committed to ensuring that our business affiliates, including suppliers, vendors, distributors, and representatives hold themselves to the same standards.
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What am I voting on and how should I vote?
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You are being asked to elect six directors at the Annual Meeting. Each of the directors elected at the Annual Meeting will commence their term at the end of the Annual Meeting until the next annual meeting of the Company’s stockholders, or until a successor has been elected and qualified, or until such director’s earlier resignation or removal.
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We believe that each of the nominees is sufficiently qualified to lead the Company in the best interest of stockholders.
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▪
Deepak Chopra
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▪
Kelli Bernard
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▪
James B. Hawkins
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▪
William F. Ballhaus
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▪
Gerald Chizever
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▪
Meyer Luskin
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The Board of Directors unanimously recommends a vote FOR the election each of the director nominees.
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NAME
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AGE
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POSITION
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DIRECTOR SINCE
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| Deepak Chopra | | |
73
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Chairman of the Board, Chief Executive Officer and President
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1987
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William F. Ballhaus(1)(2)(5)
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79
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2010
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| Kelli Bernard(3)(4) | | |
55
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| | Director | | |
2019
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| Gerald Chizever(4)(5) | | |
80
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| | Director | | |
2016
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James B. Hawkins(1)(2)(3)(5)
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68
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| | Director | | |
2015
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| Meyer Luskin(1)(2)(3)(4) | | |
99
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1990
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Deepak Chopra
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Chairman of the Board since 1992
Director since 1987 |
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BOARD COMMITTEES
▪
None
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CAREER HIGHLIGHTS
Mr. Chopra is our founder and has served as President, Chief Executive Officer and has been a member of our Board since our inception in May 1987. He has served as our Chairman of the Board since February 1992. Mr. Chopra also serves as the Chief Executive Officer of several of our major subsidiaries.
From 1976 to 1979 and from 1980 to 1987, Mr. Chopra held various positions with ILC, a publicly held manufacturer of lighting products, including serving as Chairman of the Board of Directors, Chief Executive Officer, President and Chief Operating Officer of its United Detector Technology division. In 1990, we acquired certain assets of ILC’s United Detector Technology division.
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Mr. Chopra has also held various positions with Intel Corporation, TRW Semiconductors and RCA Semiconductors.
EDUCATION
Mr. Chopra holds a Bachelor of Science degree in Electronics from Punjab Engineering College in Chandigarh, Punjab, India and a Master of Science degree in Semiconductor Electronics from the University of Massachusetts, Amherst.
QUALIFICATIONS
Among other reasons, Mr. Chopra was selected to serve as a director because of his expertise in the field of electrical engineering as well as his long-standing experience in successfully managing our Company.
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William F. Ballhaus, Jr.
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Lead Independent Director
Director since May 2010 |
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BOARD COMMITTEES
▪
Audit
▪
Compensation and Benefits
▪
Technology (Chair)
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CAREER HIGHLIGHTS
From 2000 to 2007, Dr. Ballhaus, now retired, served as President and then also as Chief Executive Officer of Aerospace Corporation, an organization dedicated to the application of science and technology to the solution of critical issues in the nation’s space program.
Between 1990 and 2000, Dr. Ballhaus’ career included positions within the aerospace industry, including Corporate Vice President, Engineering and Technology for Lockheed Martin Corporation and President, Aero and Naval Systems and President, Civil Space & Communications, both for Martin Marietta.
Between 1971 and 1989, Dr. Ballhaus worked for the National Aeronautics and Space Administration (NASA), including as Director of its Ames Research Center.
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Dr. Ballhaus has extensive risk management experience gained through the various executive and board positions that he has held.
EDUCATION
Dr. Ballhaus, who has published more than 40 papers on computational aerodynamics, obtained a Ph.D. in Engineering in 1971 and a BS and MS in Mechanical Engineering in 1967 and 1968, all from the University of California at Berkeley.
QUALIFICATIONS
Among other reasons, Dr. Ballhaus was selected to serve as a director because of his experience in managing providers of technology and technical services to government agencies.
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Kelli Bernard
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Independent Director
Director since December 2019 |
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BOARD COMMITTEES
▪
Nominating and Governance
▪
Risk Management (Co-Chair)
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CAREER HIGHLIGHTS
Ms. Bernard is currently the Managing Partner for the Los Angeles office of Lighthouse Public Affairs, a public affairs consultancy in California.
Prior to this role, from June 2016 to December 2021, Ms. Bernard has served as an Executive Vice President and National Cities Leader for AECOM, a fully integrated global infrastructure firm.
Prior to joining AECOM, from July 2013 through June 2016, Ms. Bernard was Deputy Mayor of Economic Development for Los Angeles Mayor Eric Garcetti.
Ms. Bernard is the current vice chair of Homeboy Industries.
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EDUCATION
She holds a BA in Sociology from University of California, Berkeley and a Master’s degree in Urban Planning from University of California, Los Angeles.
QUALIFICATIONS
Among other reasons, Ms. Bernard was selected to serve as a director because of her business and economic development and international trade experience.
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Gerald Chizever
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Independent Director
Director since October 2016 |
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BOARD COMMITTEES
▪
Risk Management (Co-Chair)
▪
Technology
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CAREER HIGHLIGHTS
Mr. Chizever has been a partner at the law firm of Loeb & Loeb LLP since 2004. Mr. Chizever’s practice includes mergers and acquisitions, corporate finance, public and private securities offerings, general corporate representation and strategic alliances. Mr. Chizever serves as general corporate counsel for public and private companies, advising them in all matters, including business transactions, corporate governance and compliance with governmental regulations.
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EDUCATION
He holds a B.B.A. degree in Accounting and a Juris Doctorate from George Washington University.
QUALIFICATIONS
Among other reasons, Mr. Chizever was selected to serve as a director because of his corporate governance and compliance experience, including his experience in highly regulated industries.
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James B. Hawkins
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Independent Director
Director since December 2015 |
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BOARD COMMITTEES
▪
Audit (Chair)
▪
Compensation and Benefits
▪
Nominating and Governance
▪
Technology
OTHER CURRENT PUBLIC COMPANY BOARDS
▪
Iradimed (Nasdaq: IRMD)
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CAREER HIGHLIGHTS
From 2004 through July 2018, Mr. Hawkins was the President, Chief Executive Officer and member of the Board of Directors of Natus Medical Incorporated, a leading manufacturer of medical devices and software and a service provider for the newborn care, neurology, sleep, hearing and balance markets.
Prior to joining Natus, Mr. Hawkins was President, Chief Executive Officer, and a director of Invivo Corporation, a provider of MRI-safe patient monitoring, and Chief Executive Officer and Chief Financial Officer of Sensor Control Corporation.
Mr. Hawkins currently serves as a director of Iradimed Corporation.
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Mr. Hawkins has extensive risk management experience gained through the various executive and board positions that he has held.
EDUCATION
He earned his undergraduate degree in Business Commerce from Santa Clara University and holds a Masters of Business Administration degree in Finance from San Francisco State University.
QUALIFICATIONS
Among other reasons, Mr. Hawkins was selected to serve as a director because of his direct management experience in the medical device area.
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Meyer Luskin
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Independent Director
Director since February 1990 |
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BOARD COMMITTEES
▪
Audit
▪
Compensation and Benefits (Chair)
▪
Nominating and Governance (Chair)
▪
Risk Management
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CAREER HIGHLIGHTS
Since 1958, Mr. Luskin has served as a Director of Scope Industries, which is engaged principally in the business of recycling and processing food waste products into animal feed, and has also served as its President, Chief Executive Officer and Chairman since 1961.
He currently serves as a Director on the Advisory Board of the UCLA Luskin School of Public Affairs.
Mr. Luskin was formerly Chairman of the Board of the Santa Monica—UCLA Medical Center and Orthopaedic Hospital, Chairman of the Board of the Orthopaedic Institute for Children (previously known as the Los Angeles Orthopaedic Hospital), a Director of the UCLA Foundation and a Director of the Alliance for College-Ready Public Schools.
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Mr. Luskin also served as a Director of Myricom, Inc., a computer and network infrastructure company.
Mr. Luskin has extensive risk management experience gained through the various executive and board positions that he has held.
EDUCATION
Mr. Luskin holds a Bachelor of Arts degree in Economics from the University of California, Los Angeles and a Masters in Business Administration from Stanford University
QUALIFICATIONS
Among other reasons, Mr. Luskin was selected to serve as a director because of his long-standing experience managing complex business operations.
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SKILLS AND EXPERIENCE
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CHOPRA
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BALLHAUS
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BERNARD
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CHIZEVER
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HAWKINS
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LUSKIN
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5/6
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FINANCIAL
Experience in accounting, financial disclosure, capital markets and corporate finance, or P&L responsibility
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5/6
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INDUSTRY
Experience in a senior-level management position with a company in the technology solutions or infrastructure industries
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6/6
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CORPORATE GOVERNANCE
Experience serving as a public company director, including an understanding of good corporate governance standards and practices
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5/6
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SENIOR MANAGEMENT
Experience in a senior-level management position at a publicly listed company
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6/6
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RISK MANAGEMENT
Experience assessing and managing enterprise business or government risks or experience overseeing complex business risk management matters
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5/6
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GLOBAL BUSINESS
Experience managing a business with substantial global operations, or experience in and deep, expert knowledge of global politics
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5/6
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STRATEGY / M&A
Mergers and acquisitions and integration experience as a public company officer or director
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4/6
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GOVERNMENT
Experience in government and regulatory organizations
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ANNUAL CASH
RETAINER ($) |
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RSU GRANT
($) |
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| Board Service Retainer | | | | | 60,000 | | | | | | 150,000 | | |
| Lead Director Additional Retainer | | | | | 35,000 | | | | | | 35,000 | | |
| Committee Chair Additional Retainer | | | | | | | | | | | | | |
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Audit
|
| | | | 25,000 | | | | | | 25,000 | | |
|
Compensation Committee
|
| | | | 25,000 | | | | | | 25,000 | | |
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Nominating and Governance
|
| | | | 10,000 | | | | | | — | | |
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Technology Committee
|
| | | | 15,000 | | | | | | 35,000 | | |
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Risk Management Committee
|
| | | | 15,000 | | | | | | 25,000 | | |
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NAME
|
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FEES EARNED OR
PAID IN CASH ($) |
| |
STOCK AWARDS(2)
($) |
| |
TOTAL
($) |
| |||||||||
| William F. Ballhaus | | | | | 166,000 | | | | | | 225,026 | | | | | | 391,026 | | |
| Kelli Bernard | | | | | 111,000 | | | | | | 175,033 | | | | | | 286,033 | | |
| Gerald Chizever | | | | | 126,000 | | | | | | 195,031 | | | | | | 321,031 | | |
| James B. Hawkins | | | | | 154,000 | | | | | | 199,971 | | | | | | 353,971 | | |
| Meyer Luskin | | | | | 152,000 | | | | | | 209,970 | | | | | | 361,970 | | |
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We believe that our directors should hold a significant amount of Company equity to link their long-term economic interests directly to those of our stockholders. Accordingly, we have established requirements that our directors own at minimum equity of the Company valued at five times their annual retainers.
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▪
competitive
▪
economic
▪
operational
▪
financial
▪
accounting
|
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▪
liquidity
▪
tax
▪
legal/regulatory
▪
foreign country
▪
safety
|
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▪
employment
▪
political
▪
cybersecurity
|
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AUDIT
COMMITTEE |
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RISK MANAGEMENT
COMMITTEE |
| | |
NOMINATING AND
GOVERNANCE COMMITTEE |
| | |
COMPENSATION
COMMITTEE |
| | |
TECHNOLOGY
COMMITTEE |
|
|
The Audit Committee oversees management of major financial risks, including risks related to:
▪
accounting
▪
auditing
▪
financial reporting
▪
maintaining effective internal control over financial reporting
|
| | |
The Risk Management Committee oversees management of key enterprise risks, including:
▪
strategic
▪
operational
▪
legal/regulatory
▪
compliance
▪
cybersecurity
▪
environmental/climate
|
| | | The Nominating and Governance Committee oversees risks related to the effectiveness of the Board | | | | The Compensation Committee oversees risks related to our executive compensation policies and practices | | | | The Technology Committee oversees risks related to technology matters | |
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BOARD SIZE
|
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| Total number of directors | | | | | | | | 6 | | | | | | | | |
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GENDER
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| |
FEMALE
|
| |
MALE
|
| |
NON-BINARY
|
| |
DID NOT
DISCLOSE |
| ||||||||||||
| Directors | | | | | 1 | | | | | | 5 | | | | | | 0 | | | | | | 0 | | |
| NUMBER OF DIRECTORS WHO IDENTIFY IN ANY OF THE CATEGORIES BELOW | | ||||||||||||||||||||||||
| African American or Black | | | | | 1 | | | | | | 0 | | | | | | 0 | | | | | | — | | |
| Alaskan Native or Native American | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | — | | |
| Asian (other than South Asian) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | — | | |
| South Asian | | | | | 0 | | | | | | 1 | | | | | | 0 | | | | | | — | | |
| Hispanic or Latinx | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | — | | |
| Native Hawaiian or Pacific Islander | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | — | | |
| White | | | | | 0 | | | | | | 4 | | | | | | 0 | | | | | | — | | |
| Two or more races or ethnicities | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | — | | |
| LGBTQ+ | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | — | | |
|
DEMOGRAPHIC INFORMATION OF EMPLOYEE POPULATION
|
|
| As of September 30, 2024, our employee demographic breakdown was as follows. We have omitted from our calculations those employees who declined to self-identify or for whom no data was provided. | |
| |
The Board Committees act pursuant to written charters adopted by the Board, copies of which are available under the Investor Relations section of our website at:
|
| |
https://investors.osi-systems.com/
investor-relations/company- information/corporate- governance |
|
|
Audit Committee
|
| |
All members of the Audit Committee
are independent directors |
| |
Meetings held during the fiscal
year ended June 30, 2024: |
| |
4
|
|
|
COMMITTEE MEMBERS
▪
James B. Hawkins (Chair)
▪
William F. Ballhaus
▪
Meyer Luskin
FINANCIAL EXPERT
The Board has determined that, based upon his work experience, Mr. Hawkins qualifies as an “Audit Committee Financial Expert” as this term has been defined under the rules and regulations of the SEC. Information regarding Mr. Hawkins’ work experience is set forth above under “Proposal 1—Election of Directors.”
To date, no determination has been made as to whether the other members of the Audit Committee also qualify as Audit Committee Financial Experts.
|
| |
COMMITTEE COMPLIANCE
We have a separately designated, standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
All members of the Audit Committee are independent, as independence for audit committee members is defined in Rule 10A-3(b)(1) under the Exchange Act and the Listing Standards applicable to our Company.
KEY RESPONSIBILITIES
The Audit Committee:
▪
makes recommendations for selection of our independent public accountants,
|
| |
▪
reviews with the independent public accountants the plans and results of the audit engagement,
▪
approves professional services provided by the independent public accountants,
▪
reviews the independence of the independent public accountants,
▪
considers the range of audit and any non-audit fees, and
▪
reviews our financial statements and the adequacy of our internal accounting controls and financial management practices.
REPORT OF THE AUDIT COMMITTEE
|
|
|
Compensation
Committee |
| |
All members of the Compensation
Committee are independent directors |
| |
Meetings held during the fiscal
year ended June 30, 2024: |
| |
6
|
|
|
COMMITTEE MEMBERS
▪
Meyer Luskin (Chair)
▪
William F. Ballhaus
▪
James B. Hawkins
|
| |
KEY RESPONSIBILITIES
The Compensation Committee is responsible for:
▪
determining compensation and benefits for our executive officers,
▪
reviewing and approving executive compensation policies and practices, and
▪
providing advice and input to the Board in the administration of our equity compensation and benefits plans.
|
| |
The Compensation Committee engages and consults with independent compensation consultants in the performance of its duties.
COMPENSATION COMMITTEE REPORT
|
|
|
Nominating and
Governance Committee |
| |
All members of the Nominating and
Governance Committee are independent directors |
| |
Meetings held during the fiscal
year ended June 30, 2024: |
| |
1
|
|
|
COMMITTEE MEMBERS
▪
Meyer Luskin (Chair)
▪
Kelli Bernard
▪
James B. Hawkins
|
| |
KEY RESPONSIBILITIES
The Nominating and Governance Committee is responsible for:
▪
evaluating nominations for new members of the Board.
CONSIDERATION OF DIRECTOR
CANDIDATES
The Nominating and Governance Committee will consider director candidates based upon their:
▪
business and financial experience,
▪
personal characteristics,
▪
expertise that is complementary to the background and experience of other Board members,
▪
diversity,
|
| |
▪
willingness to devote the required amount of time to carrying out the duties and responsibilities of membership on the Board,
▪
willingness to objectively appraise management performance, and
▪
any such other qualifications the Nominating and Governance Committee deems necessary to ascertain the candidate’s ability to serve on the Board.
The Nominating and Governance Committee has sought to identify director nominees that have diverse professional and educational backgrounds that are believed to complement the skills offered by existing Board members.
|
|
|
Risk Management
Committee |
| |
All members of the Risk
Management Committee are independent directors |
| |
Meetings held during the fiscal
year ended June 30, 2024: |
| |
4
|
|
|
COMMITTEE MEMBERS
▪
Kelli Bernard (Co-Chair)
▪
Gerald Chizever (Co-Chair)
▪
Meyer Luskin
|
| |
KEY RESPONSIBILITIES
The Risk Management Committee is responsible for overseeing and monitoring our key enterprise risks, including:
▪
strategic,
▪
operational,
▪
legal/regulatory
▪
compliance
▪
environmental/climate, and
▪
reputational risks.
|
| |
The Risk Management Committee has responsibility for:
▪
reviewing our compliance program and our major legal compliance risk exposures,
▪
monitoring our code of ethics,
▪
reviewing our risk management reviews and assessments, and
▪
regularly assessing the continuing appropriateness of a succession plan for our Chief Executive Officer and other executive officers.
|
|
|
Technology
Committee |
| |
All members of the Technology
Committee are independent directors |
| |
Meetings held during the fiscal
year ended June 30, 2024: |
| |
1
|
|
|
COMMITTEE MEMBERS
▪
William F. Ballhaus (Chair)
▪
Gerald Chizever
▪
James B. Hawkins
|
| |
KEY RESPONSIBILITIES
The Technology Committee is responsible for:
▪
evaluating and making recommendations to the Board regarding technology-based matters.
|
|
| |
The Nominating and Governance Committee will consider director candidates recommended by stockholders. Stockholders who wish to submit names of candidates for election to the Board must do so in writing. The recommendation should be sent to the following address:
|
| |
OSI Systems, Inc.
Attention: Corporate Secretary 12525 Chadron Avenue Hawthorne, California 90250 |
|
| |
Stockholders interested in communicating directly with the Board, or specified individual directors, may do so by writing our Secretary at the following address:
|
| |
OSI Systems, Inc.
Attention: Corporate Secretary 12525 Chadron Avenue Hawthorne, California 90250 |
|
| |
What am I voting
on and how should I vote? |
| |
You are being asked to ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the year ending June 30, 2025. Although our governing documents do not require us to submit this matter to stockholders, the Board believes that asking stockholders to ratify the appointment of Grant Thornton LLP is consistent with best practices in corporate governance.
|
|
|
We believe that Grant Thornton LLP is sufficiently qualified to conduct their duties as independent auditor.
|
|
| |
|
| |
The Board of Directors unanimously recommends a vote FOR the ratification of Grant Thornton as our independent registered public accountants for the fiscal year ending June 30, 2025.
|
| |
|
NAME
|
| |
FY2023
($ IN THOUSANDS) |
| |
FY2024
($ IN THOUSANDS) |
| ||||||
| Audit fees(1) | | | | | 1,645 | | | | | | 1,755 | | |
| Audit-related fees(2) | | | | | — | | | | | | — | | |
| Tax fees(3) | | | | | — | | | | | | — | | |
| All other fees(4) | | | | | — | | | | | | — | | |
| Total | | | | | 1,645 | | | | | | 1,755 | | |
| |
Report of the Audit Committee
|
| ||||||
| |
The Audit Committee is composed solely of independent directors meeting the applicable requirements of the Nasdaq rules. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements, and for the reporting process. The Audit Committee members do not serve as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Company’s independent auditors are engaged to audit and report on the conformity of the Company’s financial statements to accounting principles generally accepted in the United States and the effectiveness of the Company’s internal control over financial reporting.
|
| ||||||
| |
In this context, the Audit Committee reviewed and discussed with management and the independent auditors the audited financial statements for the fiscal year ended June 30, 2024 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with Grant Thornton, the Company’s independent auditors, the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence and has discussed with the independent auditors the independent auditors’ independence.
|
| ||||||
| |
Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, for filing with the SEC.
|
| ||||||
| |
AUDIT COMMITTEE
|
| ||||||
| |
James B. Hawkins, Chair
|
| |
William F. Ballhaus
|
| |
Meyer Luskin
|
|
| |
What am I voting on and how should I vote?
|
| |
We are providing our stockholders an opportunity to indicate whether they approve of our Named Executive Officer compensation as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion in this Proxy Statement. This proposal is required pursuant to Section 14A of the Exchange Act.
|
|
|
Although this vote is advisory and is not binding on the Company, the Compensation Committee of the Board will take into account the outcome of the vote when considering future executive compensation decisions.
|
| ||||
|
We believe that our compensation philosophy and practices are centered on pay-for-performance principles, designed to retain key executives and reward company performance, and strongly aligned with stockholder interests. Accordingly, stockholders are being asked to vote FOR the below resolution.
|
|
| |
1
|
| | | | | |
2
|
| | | | | |
3
|
| | | | | |
4
|
|
| |
100% of Named Executive Officer equity awards for fiscal 2024 were performance-based and tied to measurable pre-established targets.
|
| | | | | |
In light of recent strong performance, we increased our target for our annual incentive program over both the prior year’s target and the prior year’s actual performance.
|
| | | | | |
We are committed to having strong governance standards and continue to take steps to further this commitment.
|
| | | | | |
We value the opinions and feedback we receive from, and we continue to engage with, our stockholders, and our executive compensation program directly reflects our stockholders’ input.
|
|
|
100% of the equity grants made to our Named Executive Officers during fiscal 2024 were performance-based and tied to pre-established targets. Our 2024 performance-based program established revenue and operating income targets which require significant annual growth as compared to baseline measurement levels. The revenue metric is weighted at 20%, and the operating income metric is weighted at 80%.
|
| |
|
|
| |
|
| |
The Board of Directors unanimously recommends a vote FOR the approval, on a non-binding advisory basis, of our Named Executive Officer compensation for the fiscal year ended June 30, 2024.
|
| |
|
NAME
|
| |
AGE
|
| |
POSITION
|
| |
JOINED
COMPANY IN |
|
| Deepak Chopra* | | |
73
|
| | Chairman of the Board, Chief Executive Officer and President | | |
1987
|
|
| Alan Edrick* | | |
56
|
| | Executive Vice President and Chief Financial Officer | | |
2006
|
|
| Ajay Mehra* | | |
62
|
| |
Executive Vice President of the Company and President, OSI Security Division
|
| |
1989
|
|
| Victor Sze* | | |
57
|
| | Executive Vice President, General Counsel and Secretary | | |
2002
|
|
| Shalabh Chandra | | |
59
|
| | President of Healthcare Division | | |
2019
|
|
|
Manoocher Mansouri*
|
| |
68
|
| | President of Optoelectronics and Manufacturing Division | | |
1982
|
|
| Paul Morben | | |
63
|
| | President of OSI Electronics | | |
1983
|
|
| Glenn Grindstaff | | |
62
|
| | Senior Vice President and Chief Human Resources Officer | | |
2020
|
|
| Cary Okawa | | |
58
|
| | Chief Accounting Officer | | |
2019
|
|
|
Alan Edrick
|
| |
Executive Vice President and Chief Financial Officer
since September 2006 |
|
|
CAREER HIGHLIGHTS
Mr. Edrick has more than three decades of financial management and public accounting experience, including mergers and acquisitions, capital markets, financial planning and analysis and regulatory compliance.
OSI SYSTEMS, INC.
▪
Executive Vice President and Chief Financial Officer (September 2006 to present)
BIOSOURCE INTERNATIONAL, INC., a biotechnology company
▪
Executive Vice President and Chief Financial Officer
(2004 to 2006, until its sale to Invitrogen Corporation)
|
| |
NORTH AMERICAN SCIENTIFIC, INC., a medical device and specialty pharmaceutical company
▪
Senior Vice President and Chief Financial Officer (1998 to 2004)
PRICEWATERHOUSE LLP
▪
Served in various positions including Senior Manager, Capital Markets (1989 to 1998)
EDUCATION
▪
Master of Business Administration degree, the Anderson School at the University of California, Los Angeles
▪
Bachelor of Arts degree, in Economics/Business, the University of California, Los Angeles
|
|
|
Ajay Mehra
|
| |
Executive Vice President of the Company and President, OSI Security Division
since July 2024 |
|
|
CAREER HIGHLIGHTS
Mr. Mehra is a seasoned senior executive with more than 30 years of experience in the security industry.
OSI SYSTEMS, INC.
▪
Executive Vice President and President, OSI Security Division (July 2024 to present)
▪
Executive Vice President and President, Cargo Scanning Solutions (November 2002 to July 2024)
▪
Vice President and Chief Financial Officer (November 1992 to November 2002)
▪
Controller (1989 to 1992)
THERMADOR/WASTE KING, a household appliance company
▪
Served in various financial positions
|
| |
PRESTO FOOD PRODUCTS, INC.
▪
Served in various financial positions
UNITED DETECTOR TECHNOLOGY
▪
Served in various financial positions
EDUCATION
▪
Master of Business Administration degree, Pepperdine University
▪
Bachelor of Business Administration degree, the School of Business of the University of Massachusetts, Amherst
|
|
|
Victor S. Sze
|
| |
Executive Vice President, General Counsel and Secretary
since September 2004 |
|
|
CAREER HIGHLIGHTS
Mr. Sze has over 30 years of legal experience, both in law firm and in house positions.
OSI SYSTEMS, INC.
▪
Executive Vice President, General Counsel and Secretary (September 2004 to present)
▪
General Counsel and Secretary (November 2002 to present)
▪
Vice President of Corporate Affairs and General Counsel (March 2002 to November 2002)
INTERPLAY ENTERTAINMENT CORP., a developer and worldwide publisher of interactive entertainment software
▪
Director of Corporate Affairs, serving as in-house counsel
|
| |
WOLF, RIFKIN & SHAPIRO, a law firm in Los Angeles
▪
Attorney
EDUCATION
▪
Juris Doctorate degree, Loyola Law School
▪
Bachelor of Arts degree, in Economics, the University of California, Los Angeles
|
|
|
Shalabh Chandra
|
| |
President of Healthcare
since September 2019 |
|
|
CAREER HIGHLIGHTS
Mr. Chandra has more than 20 years in the medical devices and medical diagnostics industries.
OSI SYSTEMS, INC.
▪
President of Healthcare (September 2019 to present)
QUEST DIAGNOSTICS
▪
Vice President and General Manager, Neurology (May 2018 to August 2019)
INDUSTRY CONSULTANT
▪
Independent industry consultant (May 2017 to April 2018)
ANALOGIC
▪
Held several positions, including President of Analogic Asia and Senior Vice President for the Global Ultrasound business (August 2010 to April 2017)
|
| |
PHILIPS
▪
General Manager, MRI Patient Monitoring (served for approximately 14 years)
EDUCATION
▪
Master of Business Administration degree, the Wharton School of the University of Pennsylvania
▪
Master of Science degree, in Biomedical Engineering, Ohio State University
▪
Bachelor of Science degree, in Electrical Engineering, IIT Kanpur, India
|
|
|
Manoocher Mansouri
|
| |
President of Optoelectronics and Manufacturing
since June 2006 |
|
|
CAREER HIGHLIGHTS
Mr. Mansouri has over 35 years of experience in the optoelectronics industry.
OSI SYSTEMS, INC.
▪
President of Optoelectronics and Manufacturing division (June 2006 to present)
▪
President of our OSI Optoelectronics, Inc. subsidiary (May 2000 to present)
▪
Joined the Company in 1982
|
| |
EDUCATION
▪
Completed the Executive Program, in Management Certificate, the Anderson School at the University of California, Los Angeles
▪
Bachelor of Science degree, in Electrical Engineering, the University of California, Los Angeles
|
|
|
Paul Morben
|
| |
President of OSI Electronics
since October 2019 |
|
|
CAREER HIGHLIGHTS
Mr. Morben has over 35 years of experience in the optoelectronics and manufacturing services industries, including 10 years in Asia where he established and led the Company’s manufacturing operations in Singapore, Indonesia, and Malaysia.
OSI SYSTEMS, INC.
▪
President of OSI Electronics (October 2019 to present)
▪
Joined the Company in 1983
|
| |
MASTERWORK ELECTRONICS, INC.
▪
President and CEO (2016 to 2019)
EDUCATION
▪
Master of Business Administration degree, Concordia University, Irvine
▪
Bachelor of Science degree, in Business Administration—Management Science, California State University, Northridge
|
|
|
Glenn Grindstaff
|
| |
Senior Vice President and Chief Human Resources Officer
since February 2020 |
|
|
CAREER HIGHLIGHTS
Mr. Grindstaff has over 25 years of progressive human resources leadership experience.
OSI SYSTEMS, INC.
▪
Chief Human Resources Officer (February 2020 to present)
L3HARRIS TECHNOLOGIES
▪
Vice President, Human Resources and Administration (2010—2019)
|
| |
HONDA AIRCRAFT
▪
Held several senior positions, including Vice President, Human Resources and Administration
SPIRENT COMMUNICATIONS
▪
Vice President, Human Resources
EDUCATION
▪
Bachelor of Arts degree, in Psychology, California State University, Northridge
|
|
|
Cary Okawa
|
| |
Chief Accounting Officer
since August 2023 |
|
|
CAREER HIGHLIGHTS
Mr. Okawa has over 30 years of financial management and public accounting experience.
OSI SYSTEMS, INC.
▪
Chief Accounting Officer (August 2024 to present)
▪
Vice President and Corporate Controller (August 2023—August 2024 and 2019—2021)
|
| |
BINANCE.US
▪
Chief Accounting Officer (2022 to 2023)
ACORNS GROW, INCORPORATED
▪
Chief Accounting Officer (2021 to 2021)
NATURAL PRODUCTS GROUP
▪
Chief Accounting Officer (2016 to 2019)
PRICEWATERHOUSECOOPERS LLP
▪
Served in various positions including Senior Audit Manager (1990 to 2000)
EDUCATION
▪
Bachelor of Business Administration, Accounting degree, University of Hawaii—College of Business Administration
|
|
WHAT WE DO
|
| | |
WHAT WE DO NOT DO
|
|
Use 100% performance-based vesting for Named Executive Officer equity awards
Have formulaic performance-based annual incentives
Maintain a robust clawback policy consistent with SEC requirements and the Listing Standards
Maintain share ownership and retention guidelines for executives and directors
Conduct an annual say on pay vote
Maintain open lines of communication with stockholders
Maintain a comprehensive insider trading policy designed to promote compliance with insider trading laws, rules, and regulations and the Listing Standards
|
| | |
No excise tax gross-ups upon a change in control
No hedging, pledging, or speculative transactions are permitted by executives and directors
No re-pricing of underwater stock options
No stock option grants with an exercise price less than fair market value
No “single trigger” severance payments owing solely on account of the occurrence of a change in control event
|
|
|
|
| |
Expanded our product portfolio and geographic reach with the completion of two acquisitions: one in our Security division and one in our Optoelectronics and Manufacturing division.
Further increased our geographic reach with our expansion into Mexico.
|
|
|
|
| |
Progressed significantly in our R&D programs for the development of new products and technologies.
|
|
| | | | | | | | | | | |
|
| |
▪
aligning executive incentives with both single-year and multi-year performance
|
| | |
|
| |
▪
attracting and retaining executives with capabilities to lead the Company to excel in a competitive landscape
|
|
| | | | | | |
PAY ELEMENT
|
| |
DESCRIPTION
|
|
|
◀ FIXED ▶
|
| |
Short-Term
|
| |
BASE SALARY
|
| |
Fixed cash compensation set based on the duties and scope of responsibilities of each executive officer’s position and the experience the individual brings to the position.
|
|
|
◀ AT-RISK ▶
|
| |
ANNUAL INCENTIVES
|
| |
Cash-based annual incentives that are determined formulaically for our corporate Named Executive Officers.
|
| |||
| Long-Term | | |
LONG-TERM INCENTIVES
|
| |
The fiscal 2024 program with respect to the Named Executive Officers consisted of performance based RSUs, which are earned based on the achievement of pre-established revenue and operating income metrics for each of the three years following grant, as well as an aggregate three-year metric.
|
| |||
|
◀ OTHER ▶
|
| | | | |
BENEFITS
|
| |
Employee Stock Purchase Plan, medical, dental, and vision health insurance plans and life and long-term disability insurance.
|
|
|
PERQUISITES
|
| |
Company car for certain Named Executive Officers.
|
| ||||||
|
RETIREMENT
|
| |
401(k) retirement plan, which includes a Company match.
Nonqualified deferred compensation plan that permits the deferral of salary and cash incentives at executive officers’ election and permits a Company match.
Nonqualified defined benefit plan, in which our CEO is the only participant.
|
|
| | | |
2023 BASE SALARY
($) |
| |
2024 BASE SALARY
($) |
| |
% INCREASE
|
| |||||||||
|
Deepak Chopra
|
| | | | 995,000 | | | | | | 1,034,800 | | | | | | 4% | | |
|
Alan Edrick
|
| | | | 503,716 | | | | | | 519,120 | | | | | | 3% | | |
|
Ajay Mehra
|
| | | | 477,721 | | | | | | 492,340 | | | | | | 3% | | |
|
Victor S. Sze
|
| | | | 434,756 | | | | | | 448,050 | | | | | | 3% | | |
|
Manoocher Mansouri
|
| | | | 318,808 | | | | | | 328,570 | | | | | | 3% | | |
| | | |
TARGET INCENTIVE
(AS A % OF BASE SALARY) |
| |
MAXIMUM INCENTIVE
(AS A % OF BASE SALARY) |
| ||||||
|
Deepak Chopra
|
| | | | 100% | | | | | | 200% | | |
|
Alan Edrick
|
| | | | 100% | | | | | | 150% | | |
|
Victor S. Sze
|
| | | | 100% | | | | | | 135% | | |
|
ADJUSTED RETURN ON EQUITY (AROE)
|
| |
% OF BASE SALARY EARNED
|
| |||
| <17.0% | | | | | 0% | | |
| 18.0% | | | | | 25% | | |
| 20.0% | | | | | 50% | | |
| 21.0% | | | | | 75% | | |
| 23.35% | | | | | 100% | | |
| 23.5% | | | | | 135% | | |
| 23.75% | | | | | 150% | | |
| 24.0% | | | | | 175% | | |
| ≥24.25% | | | | | 200% | | |
|
REVENUE METRIC (20% OF TOTAL)
|
| ||||||
|
CAGR REVENUE GROWTH
|
| |
VESTING PERCENTAGE
|
| |||
| <1.0% | | | | | 0% | | |
| 1.0% | | | | | 25% | | |
| 2.0% | | | | | 50% | | |
| 3.0% | | | | | 75% | | |
| 4.0% | | | | | 100% | | |
|
OPERATING INCOME METRIC (80% OF TOTAL)
|
| ||||||
|
CAGR EBIT GROWTH
|
| |
VESTING PERCENTAGE
|
| |||
| <2.0% | | | | | 0% | | |
| 2.0% | | | | | 10% | | |
| 2.5% | | | | | 30% | | |
| 3.0% | | | | | 50% | | |
| 4.0% | | | | | 70% | | |
| 5.0% | | | | | 85% | | |
| 6.0% | | | | | 100% | | |
|
REVENUE METRIC (20% OF TOTAL)
|
| ||||||
|
CAGR REVENUE GROWTH
|
| |
POTENTIAL ADDITIONAL SHARES
AS A % OF INITIAL GRANT |
| |||
| 4.5% | | | | | 10% | | |
| 5.0% | | | | | 20% | | |
| 5.5% | | | | | 30% | | |
| 6.0% | | | | | 40% | | |
| 6.5% | | | | | 50% | | |
| 7.0% | | | | | 60% | | |
|
OPERATING INCOME METRIC (80% OF TOTAL)
|
| ||||||
|
CAGR EBIT GROWTH
|
| |
POTENTIAL ADDITIONAL SHARES
AS A % OF INITIAL GRANT |
| |||
| 6.5% | | | | | 10% | | |
| 7.0% | | | | | 20% | | |
| 7.5% | | | | | 30% | | |
| 8.0% | | | | | 40% | | |
| 8.5% | | | | | 50% | | |
| 9.0% | | | | | 60% | | |
|
OPERATING INCOME METRIC (80% OF TOTAL)
|
| ||||||
|
CAGR EBIT GROWTH
|
| |
POTENTIAL ADDITIONAL SHARES
AS A % OF INITIAL GRANT |
| |||
| 9.5% | | | | | 70% | | |
| 10.0% | | | | | 80% | | |
| 10.5% | | | | | 90% | | |
| 11.0% | | | | | 100% | | |
|
INDIVIDUAL AND CORPORATE PERFORMANCE FACTORS
|
| |||
|
QUALITATIVE FACTORS
|
| |
▪
Quality of the management of units or functions managed by the Named Executive Officer
|
|
|
▪
Leadership of personnel under the Named Executive Officer’s management
|
| |||
|
▪
Execution of strategically important projects
|
| |||
|
▪
Overall effectiveness of units or functions managed by the Named Executive Officer
|
| |||
|
▪
Contributions to the formulation of Company strategy and tactics
|
| |||
|
▪
Contributions to stockholder value
|
| |||
|
▪
Management of risk
|
| |||
|
QUANTITATIVE FACTORS
|
| |
▪
Financial performance (including earnings per share and internal metrics)
|
|
|
▪
Financial performance metrics for business units managed by the Named Executive Officer
|
| |||
|
▪
Compensation surveys provided by external advisors
|
|
|
INDIVIDUAL AND CORPORATE PERFORMANCE FACTORS
|
| |||
|
QUALITATIVE FACTORS
|
| |
▪
Furtherance of long-term goals
|
|
|
▪
Individual performance and experience
|
| |||
|
▪
Demonstration of leadership skills and ability
|
| |||
|
▪
Achievement of strategic targets
|
| |||
|
▪
Management of unplanned events and issues emerging during the fiscal year
|
| |||
|
QUANTITATIVE FACTORS
|
| |
▪
Compensation paid in prior years
|
|
|
▪
Financial performance of Company/division/business unit
|
| |||
|
▪
Peer group compensation and performance data
|
| |||
|
▪
Compensation surveys provided by external advisors
|
|
|
PEER GROUP
|
| ||||||
|
▪
AAR Corp.
|
| |
▪
Infinera Corporation
|
| |
▪
Methode Electronics, Inc.
|
|
|
▪
Avanos Medical, Inc.
|
| |
▪
IPG Photonics Corporation
|
| |
▪
Netgear, Inc.
|
|
|
▪
Cognex Corporation
|
| |
▪
Itron, Inc.
|
| |
▪
NetScout Systems, Inc.
|
|
|
▪
Enovis Corporation
|
| |
▪
Kaman Corporation
|
| |
▪
Novanta Inc.
|
|
|
▪
Extreme Networks, Inc.
|
| |
▪
Knowles Corp.
|
| |
▪
Varex Imaging Corp.
|
|
|
▪
F5, Inc.
|
| |
▪
Kratos Defense & Security Solutions, Inc.
|
| |
▪
Viasat, Inc.
|
|
|
▪
Haemonetics Corporation
|
| |
▪
Lumentum Holdings Inc.
|
| |
▪
Viavi Solutions Inc.
|
|
|
▪
Hexcel Corporation
|
| |
▪
Masimo Corporation
|
| |
▪
Vishay Intertechnology, Inc.
|
|
| |
We believe that our executive officers should hold a significant amount of Company equity to link their long-term economic interests directly to those of our stockholders. Accordingly, we have established requirements that executive officers own at minimum equity of the Company valued at five times their respective annual base salaries.
|
| |
|
|