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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 | | | 70 | | | Chairman of the Board, Chief Executive Officer and President | | |
1987
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| William F. Ballhaus(1)(2)(5) | | | 76 | | | Director | | |
2010
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| Kelli Bernard(4) | | | 52 | | | Director | | |
2019
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| Gerald Chizever(4)(5) | | | 77 | | | Director | | |
2016
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| Steven C. Good(1)(3)(4) | | | 79 | | | Director | | |
1987
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| James B. Hawkins(2)(3)(5) | | | 65 | | | Director | | |
2015
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| Meyer Luskin(1)(2)(4) | | | 96 | | | Director | | |
1990
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Deepak Chopra
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Director
Since 1987
Chairman of the
Board of Directors since 1992 |
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BIOGRAPHY:
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. Mr. Chopra has also held various positions with Intel Corporation, TRW Semiconductors and RCA Semiconductors. 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. 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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Director
Since 2010
INDEPENDENT
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BIOGRAPHY:
Dr. Ballhaus has been a member of our Board since May 2010. 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. Dr. Ballhaus has extensive risk management experience gained through the various executive and board positions that he has held. 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. 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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Director
Since 2019
INDEPENDENT
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BIOGRAPHY:
Ms. Bernard has been a member of our Board since December 2019. Since June 2016, 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 chair of the Los Angeles Homeless Services Authority (“LAHSA”) and the co-chair of LAHSA’s Ad-Hoc Committee on Black People Experiencing Homelessness. Ms. Bernard also serves on the Boards for the Greater Los Angeles African American Chamber of Commerce and the Los Angeles Area Chamber of Commerce. 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. 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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Director
Since 2016
INDEPENDENT
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BIOGRAPHY:
Mr. Chizever has been a member of our Board since October 2016. 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. He holds a B.B.A. degree in Accounting and a Juris Doctorate from George Washington University. 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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Demographic Information of Employee Population
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| As of October 1, 2021, 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. | | |||
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Integrity
• We are honest and ethical.
• We address issues openly and directly.
• We demonstrate respect for our colleagues and customers.
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Accountability
• We do what we say we will do.
• We take personal responsibility for achieving results.
• We acknowledge and learn from our mistakes.
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Innovation
• We encourage innovation and creativity in everything we do.
• We develop products which create value for our customers.
• We anticipate and adapt to market needs and trends.
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Teamwork
• We collaborate and support each other.
• We strive to live our values and achieve the Company’s mission.
• We challenge each other to be efficient and productive.
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Risk Management Committee
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Current Members: Gerald Chizever, Kelli Bernard, Steven C. Good, Meyer Luskin
Current Chair: Gerald Chizever
The Risk Management Committee is responsible for overseeing and monitoring our key enterprise risks, including strategic, operational, legal, regulatory, compliance, security, 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. The Risk Management Committee currently consists of four independent directors. There were two meetings of the Risk Management Committee during the fiscal year ended June 30, 2021.
The Risk Management Committee acts pursuant to a written charter adopted by the Board, a copy of which is available under the Investor Relations section of our website — http://www.osi-systems.com.
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Technology Committee
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Current Members: William F. Ballhaus, Gerald Chizever, James B. Hawkins
Current Co-Chairs: William F. Ballhaus, James B. Hawkins
The Technology Committee is responsible for evaluating and making recommendations to the Board regarding technology-based matters. The Technology Committee currently consists of three independent directors. There were four meetings of the Technology Committee during the fiscal year ended June 30, 2021.
The Technology Committee acts pursuant to a written charter adopted by the Board, a copy of which is available under the Investor Relations section of our website — http://www.osi-systems.com.
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Name
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Age
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Position
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| Deepak Chopra* | | | 70 | | |
Chairman of the Board of Directors, Chief Executive Officer and President
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| Alan Edrick* | | | 53 | | | Executive Vice President and Chief Financial Officer | |
| Ajay Mehra* | | | 59 | | | Executive Vice President and President, Cargo Scanning and Solutions | |
| Victor Sze* | | | 54 | | | Executive Vice President and General Counsel | |
| Mal Maginnis* | | | 62 | | | President of Rapiscan Detection | |
| Shalabh Chandra | | | 56 | | | President of Healthcare Division | |
| Manoocher Mansouri | | | 65 | | | President of Optoelectronics and Manufacturing Division | |
| Paul Morben | | | 60 | | | President of OSI Electronics | |
| Glenn Grindstaff | | | 59 | | | Senior Vice President and Chief Human Resources Officer | |
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Alan Edrick
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Executive Vice
President and Chief Financial Officer 2006 |
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BIOGRAPHY:
Alan Edrick is our Executive Vice President and Chief Financial Officer. Mr. Edrick joined the Company as Executive Vice President and Chief Financial Officer in September 2006. 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. Between 2004 and 2006, Mr. Edrick served as Executive Vice President and Chief Financial Officer of BioSource International, Inc., a biotechnology company, until its sale to Invitrogen Corporation. Between 1998 and 2004, Mr. Edrick served as Senior Vice President and Chief Financial Officer of North American Scientific, Inc., a medical device and specialty pharmaceutical company. Between 1989 and 1998, Mr. Edrick was employed by Price Waterhouse LLP in various positions including Senior Manager, Capital Markets. Mr. Edrick received his Bachelor of Arts degree from the University of California, Los Angeles and a Master of Business Administration degree from the Anderson School at the University of California, Los Angeles.
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Ajay Mehra
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Executive Vice
President and President, Cargo Scanning Solutions 1989 |
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BIOGRAPHY:
Ajay Mehra is our Executive Vice President and President, Cargo Scanning and Solutions. Mr. Mehra joined the Company as Controller in 1989 and served as Vice President and Chief Financial Officer from November 1992 until November 2002, when he was named our Executive Vice President. Prior to joining the Company, Mr. Mehra held various financial positions with Thermador/Waste King, a household appliance company, Presto Food Products, Inc. and United Detector Technology. Mr. Mehra holds a Bachelor of Arts degree from the School of Business of the University of Massachusetts, Amherst and a Master of Business Administration degree from Pepperdine University.
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Victor S. Sze
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Executive Vice
President and General Counsel 2002 |
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BIOGRAPHY:
Victor S. Sze is our Executive Vice President and General Counsel. Mr. Sze joined the Company as Vice President of Corporate Affairs and General Counsel in March 2002. In November 2002, Mr. Sze was appointed Secretary. In September 2004, Mr. Sze was appointed Executive Vice President. From 1999 through November 2001, Mr. Sze served as in-house counsel to Interplay Entertainment Corp., a developer and worldwide publisher of interactive entertainment software, holding the title of Director of Corporate Affairs. Prior to joining Interplay Entertainment Corp., Mr. Sze practiced law with the firm of Wolf, Rifkin & Shapiro in Los Angeles. Mr. Sze holds a Bachelor of Arts degree in Economics from the University of California, Los Angeles and a Juris Doctorate from Loyola Law School.
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Mal Maginnis
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President of Rapiscan
Detection 2017 |
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BIOGRAPHY:
Mal Maginnis is President of our Rapiscan Detection business. Mr. Maginnis joined the Company in July 2017. He has more than 35 years in the defense, security, safety and technology industries, and is an experienced senior executive of technology-based businesses. Prior to joining the Company, Mr. Maginnis was the head of a technology development company based in Singapore and one of the owners of an Australian detection company based in Sydney. In addition, he was President of Smiths Detection from 2011-2014 based in London. He held a series of senior positions at Smiths Detection including President, Head of Technology, Programs and Products and was the head of the largest business unit managing the global military and emergency responder business. Mr. Maginnis holds a Bachelor of Arts (Hons) degree in history and government from the Faculty of Military Studies University of New South Wales, and Graduate, UK Command Staff College.
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Shalabh Chandra
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President of Healthcare
2019 |
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BIOGRAPHY:
Shalabh Chandra is President of our Healthcare division. Mr. Chandra joined the Company in September 2019. He has more than 20 years in the medical devices and medical diagnostics industries. From May 2018 to August 2019, he served as the VP & GM of the Neurology ivision for Quest Diagnostics. Prior to that, from May 2017 to April 2018, Mr. Chandra served as an industry consultant, and from August 2010 through April 2017, Mr. Chandra held several positions at Analogic, including President of Analogic Asia and SVP for the Global Ultrasound Business. Mr. Chandra also spent approximately 14 years at Philips as GM of Global MRI Patient Monitoring. Mr. Chandra received his BS in electrical engineering from IIT Kanpur, India, a MS in Biomedical Engineering from Ohio State, and an MBA from the Wharton School of the University of Pennsylvania.
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Manoocher Mansouri
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President of
Optoelectronic and Manufacturing 1982 |
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BIOGRAPHY:
Manoocher Mansouri is President of our Optoelectronics and Manufacturing division. Mr. Mansouri joined the Company in 1982 and was named President of our Optoelectronics and Manufacturing division in June 2006. Mr. Mansouri has over 30 years of experience in the optoelectronics industry. Mr. Mansouri has served as President of our OSI Optoelectronics, Inc. subsidiary since May 2000. Mr. Mansouri holds a Bachelor of Science degree in Electrical Engineering from the University of California, Los Angeles as well as an Executive Program in management certificate from the Anderson School at the University of California, Los Angeles.
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Paul Morben
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President of OSI
Electronics 2019 |
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BIOGRAPHY:
Paul Morben is President of our OSI Electronics business. Having first joined the Company in 1983, 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. Mr. Morben was named President of OSI Electronics in October 2019 after having spent the prior three years as President and CEO of Masterwork Electronics, Inc. Mr. Morben holds a Bachelor of Science degree from California State University, Northridge and a Master of Business Administration degree from Concordia University, Irvine.
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Glenn Grindstaff
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Chief Human Resources
Officer 2020 |
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BIOGRAPHY:
Glenn Grindstaff is our Chief Human Resources Officer. Mr. Grindstaff joined the Company in this role in February 2020. Mr. Grindstaff has over 25 years of progressive human resources leadership experience. Between 2010 and 2019, Mr. Grindstaff served as Vice President, Human Resources and Administration for L3Harris Technologies. Prior to that, Mr. Grindstaff held several senior positions, including Vice President, Human Resources and Administration at Honda Aircraft, and Senior Vice President, Human Resources at Spirent Communications. Mr. Grindstaff holds a Bachelor of Arts degree from California State University, Northridge.
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Pay Element
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Description
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FIXED
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Base Salary
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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.
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AT RISK
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Annual Incentives
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Cash-based annual incentives that are determined formulaically for our corporate Named Executive Officers.
The Cargo Incentive Program allows for annual incentives to Mr. Mehra based on the achievement of certain performance metrics.
Mr. Maginnis received a bonus based upon division performance.
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AT RISK
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Long-Term Incentives
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The fiscal 2021 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.
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Benefits
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Employee Stock Purchase Plan, medical, dental, and vision health insurance plans and life and long-term disability insurance.
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Perquisites
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For fiscal 2021, perquisites included a Company car for certain Named Executive Officers.
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Retirement
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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.
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CAGR Revenue Growth
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Vesting
Percentage |
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| <1.0% | | | | | 0% | | |
| 1.0% | | | | | 25% | | |
| 2.0% | | | | | 50% | | |
| 3.0% | | | | | 75% | | |
| 4.0% | | | | | 100% | | |
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CAGR EBIT Growth
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Vesting
Percentage |
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| <2.0% | | | | | 0% | | |
| 2.0% | | | | | 10% | | |
| 2.5% | | | | | 30% | | |
| 3.0% | | | | | 50% | | |
| 4.0% | | | | | 70% | | |
| 5.0% | | | | | 85% | | |
| 6.0% | | | | | 100% | | |
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Qualitative Factors
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Quantitative Factors
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Quality of the management of units or functions managed by the Named Executive Officer
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Leadership of personnel under the Named Executive Officer’s management
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Execution of strategically important projects
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Overall effectiveness of units or functions managed by the Named Executive Officer
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Contributions to the formulation of Company strategy and tactics
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Contributions to stockholder value
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Management of risk
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Financial performance (including earnings per share and internal metrics)
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Financial performance metrics for business units managed by the Named Executive Officer
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Compensation surveys provided by external advisors
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Name
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Matching 401(k),
Nonqualified Deferred Compensation, and Central Provident Fund Contributions(*)($) |
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Car
Benefit and Housing Reimbursement($) |
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Health
Insurance and Medical Reimbursement Payments($) |
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Life and L-T
Disability Insurance Payments($) |
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Total All
Other Compensation($) |
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| Deepak Chopra | | | | | 8,166 | | | | | | 3,300 | | | | | | 9,113 | | | | | | 110,475 | | | | | | 131,054 | | |
| Alan Edrick | | | | | 54,845 | | | | | | 3,135 | | | | | | 14,357 | | | | | | 4,112 | | | | | | 76,449 | | |
| Ajay Mehra | | | | | 52,272 | | | | | | 6,675 | | | | | | 13,635 | | | | | | 10,139 | | | | | | 82,721 | | |
| Victor S. Sze | | | | | 48,523 | | | | | | 2,292 | | | | | | 10,892 | | | | | | 10,158 | | | | | | 71,865 | | |
| Mal Maginnis(5) | | | | | 6,934 | | | | | | 16,500 | | | | | | 1,533 | | | | | | — | | | | | | 24,967 | | |
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Name
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Matching 401(k),
Nonqualified Deferred Compensation, and Central Provident Fund Contributions(*)($) |
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Car
Benefit and Housing Reimbursement($) |
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Health
Insurance and edical Reimbursement Payments($) |
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Life and L-T
Disability Insurance Payments($) |
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Total All
Other Compensation($) |
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| Deepak Chopra | | | | | 6,872 | | | | | | 3,300 | | | | | | 6,186 | | | | | | 174,247 | | | | | | 190,605 | | |
| Alan Edrick | | | | | 56,040 | | | | | | 4,160 | | | | | | 6,456 | | | | | | 4,328 | | | | | | 70,984 | | |
| Ajay Mehra | | | | | 53,558 | | | | | | 6,675 | | | | | | 11,858 | | | | | | 11,555 | | | | | | 83,646 | | |
| Victor S. Sze | | | | | 49,466 | | | | | | 4,300 | | | | | | 8,003 | | | | | | 10,374 | | | | | | 72,143 | | |
| Mal Maginnis(5) | | | | | 9,793 | | | | | | 106,959 | | | | | | 1,578 | | | | | | — | | | | | | 118,330 | | |
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Option Awards
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Stock Awards
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Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) |
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Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) |
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Name and Principal Position
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Number of
Securities Underlying Unexercised Options Exercisable (#) |
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Number of
Securities Underlying Unexercised Options Unexercisable (2)(#) |
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Option
Exercise Price(3) ($) |
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Option
Expiration Date(2) |
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Number of
Shares or Units of Stock That Have Not Vested (#) |
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Market
Value of Shares or Units of Stock That Have Not Vested
(4)($)
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Deepak Chopra
Chairman, President and Chief Executive Officer |
| | | | 60,000(6) | | | | | | — | | | | | | 33.62 | | | | | | 9/8/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 153,911 | | | | | | 15,643,514 | | | |||
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Alan Edrick
Executive Vice President and Chief Financial Officer |
| | | | 60,000(6) | | | | | | — | | | | | | 33.62 | | | | | | 9/8/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,972 | | | | | | 5,587,354 | | | |||
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Ajay Mehra
Executive Vice President of the Company and President, Cargo Scanning and Solutions |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,070 | | | | | | 616,955 | | | | | | 16,835 | | | | | | 1,711,104 | | |
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Victor S. Sze
Executive Vice President, General Counsel and Secretary |
| | | | 40,000(6) | | | | | | — | | | | | | 33.62 | | | | | | 9/8/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 47,339 | | | | | | 4,811,536 | | | |||
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Mal Maginnis
President, Rapiscan Detection |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,850 | | | | | | 1,204,434 | | |
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Name and Principal Position
|
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Number of Years
of Credited Service(#) |
| |
Present Value of
Accumulated Benefit($) |
| |
Payments
During Last Fiscal Year($) |
| |||||||||
|
Deepak Chopra
Chairman, President and Chief Executive Officer |
| | | | 14 | | | | | | 11,891,668 | | | | | | — | | |
|
Name and Principal Position
|
| |
Reason for
Termination |
| |
Salary($)
|
| |
Bonus($)
|
| |
Equity Grants($)
|
| |
Accelerated
Vesting of Stock Awards($) |
| |
All Other
Compensation($) |
| |
Total($)
|
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|
Deepak Chopra(1)
Chairman, President and Chief Executive Officer |
| |
Good Reason or Without Cause
|
| | | | 3,000,000 | | | | | | 5,850,000 | | | | | | 14,290,230 | | | | | | 15,643,514 | | | | | | 609,663 | | | | | | 39,393,407 | | |
|
Good Reason or Without Cause in Connection with a Change in Control(2)
|
| | | | 3,000,000 | | | | | | 5,850,000 | | | | | | 14,290,230 | | | | | | 43,499,481 | | | | | | 609,663 | | | | | | 67,249,374 | | |
|
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock
Awards(2) ($) |
| |
Option
Awards(2) ($) |
| |
Total
($) |
| ||||||||||||
| William F. Ballhaus | | | | | 138,800 | | | | | | 225,008 | | | | | | — | | | | | | 363,808 | | |
| Kelli Bernard | | | | | 61,200 | | | | | | 174,983 | | | | | | — | | | | | | 236,183 | | |
| Gerald Chizever | | | | | 83,200 | | | | | | 189,984 | | | | | | — | | | | | | 273,184 | | |
| Steven C. Good | | | | | 108,000 | | | | | | 210,008 | | | | | | — | | | | | | 318,008 | | |
| James B. Hawkins | | | | | 103,000 | | | | | | 195,007 | | | | | | — | | | | | | 298,007 | | |
| Meyer Luskin | | | | | 111,800 | | | | | | 210,008 | | | | | | — | | | | | | 321,808 | | |
|
Name of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership of Common Stock(1) |
| |
Percent of Class
of Common Stock |
| ||||||
| BlackRock, Inc.(2) | | | | | 3,440,096 | | | | | | 19.2% | | |
| The Vanguard Group, Inc.(3) | | | | | 1,838,399 | | | | | | 10.2% | | |
| Janus Henderson Group Plc(4) | | | | | 1,834,887 | | | | | | 10.2% | | |
| Janus Henderson Triton Fund(5) | | | | | 1,280,610 | | | | | | 7.1% | | |
|
Name of Beneficial Owner(1)
|
| |
Amount and Nature of
Beneficial Ownership of Common Stock(2) |
| |
Percent of Class
of Common Stock |
| ||||||
| Deepak Chopra(3) | | | | | 401,499 | | | | | | 2.2% | | |
| Alan Edrick | | | | | 285,815 | | | | | | 1.6% | | |
|
Ajay Mehra(4)
|
| | | | 34,624 | | | | | | * | | |
|
Victor S. Sze(5)
|
| | | | 149,944 | | | | | | * | | |
| Mal Maginnis | | | | | 3,117 | | | | | | * | | |
|
William F. Ballhaus(6)
|
| | | | 24,413 | | | | | | * | | |
| Kelli Bernard | | | | | 846 | | | | | | * | | |
| Gerald Chizever(7) | | | | | 12,274 | | | | | | * | | |
| Steven C. Good | | | | | 12,028 | | | | | | * | | |
| James B. Hawkins | | | | | 8,934 | | | | | | * | | |
| Meyer Luskin(8) | | | | | 22,805 | | | | | | * | | |
| All directors and executive officers as a group (15 persons) . | | | | | 1,031,514 | | | | | | 5.7% | | |
| | | |
FY 2020
|
| |
FY 2021
|
| ||||||
| Audit Fees | | | | $ | 1,767 | | | | | $ | 1,855 | | |
| Audit-Related Fees | | | | | 17 | | | | | | 17 | | |
| Tax Fees | | | | | — | | | | | | — | | |
| All Other Fees | | | | | — | | | | | | — | | |
| Total | | | | $ | 1,784 | | | | | $ | 1,872 | | |