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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
OSI Systems, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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SECURITY
HEALTHCARE
OPTOELECTRONICS AND
MANUFACTURING

Checked Baggage Screening, Baggage and Parcel Inspection

Cargo and Vehicle Inspection

People Screening, Radiation, Explosive and Narcotics & Contraband Trace Detection

Integrated Solutions

Patient Monitoring and Connectivity

Cardiology and Remote Monitoring

Supplies and Accessories

Custom Design and Manufacturing for Military, Aerospace, Healthcare, Security, Telecommunications, Industrial and Other Markets

OEM Contract Manufacturing
$1.18B
Fiscal Year 2022 Sales
OSI Systems, Inc. (NASDAQ: OSIS) is a vertically integrated designer and manufacturer of specialized electronic systems and components for critical applications in homeland security, healthcare, defense and aerospace. At our core, we are a technology solutions company. Our research and development teams are focused on expanding and enhancing our product portfolios and delivering breakthrough technology solutions designed to keep pace with the rapidly changing marketplace. Our three operating divisions serve a large and growing worldwide customer base through an extensive distributor network and global operations in the Americas, the European Union, Middle East and Asia Pacific.
$6.45
Fiscal Year 2022 EPS
$1.2B
Backlog at June 30, 2022
6,298
Employees at June 30, 2022 
In all that we do, we insist that our values guide our conduct, and our conduct represents our values.
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INTEGRITY
ACCOUNTABILITY
INNOVATION
TEAMWORK

We are honest and ethical.

We address issues openly and directly.

We demonstrate respect for our colleagues and customers.

We do what we say we will do.

We take personal responsibility for achieving results.

We acknowledge and learn from our mistakes.

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.

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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OSI employees understand our responsibility to develop products that improve people’s lives by creating safer and healthier conditions. Innovative solutions that have a positive impact on the global community are our passion: searching for great ideas that will work in the real world is our challenge. I am proud to lead this quest.”
—Deepak Chopra
Chairman, CEO and President, OSI Systems, Inc.
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12525 Chadron Avenue
Hawthorne, California 90250
Notice of Annual Meeting of Stockholders
DEAR STOCKHOLDER,
You are cordially invited to attend the Annual Meeting of Stockholders of OSI Systems, Inc.
MEETING
INFORMATION
ITEMS OF
BUSINESS
LOGISTICS
AGENDA
BOARD RECOMMENDATION
SEE PAGE
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DATE & TIME
Tuesday, December 13, 2022
10:00 a.m., Pacific Time
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LOCATION
At the Company’s offices—
12525 Chadron Avenue Hawthorne, California
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RECORD DATE
All holders of OSI Systems, Inc. common stock as of the close of business on October 18, 2022 are entitled to vote at the Annual Meeting
1
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
4
2
To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023
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FOR
18
3
To conduct an advisory vote to approve the Company’s named executive officer compensation for the fiscal year ended June 30, 2022
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FOR
21
4
To transact such other business as may properly come before the Annual Meeting or any adjournment thereof
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, 2022, which I encourage you to read. It includes our audited, consolidated financial
statements and information about our operations, markets and products.
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
Call toll-free, 24/7,
(if US or Canada)
1 (800) 690-6903
Sign, date and return
your proxy card or voting
instruction form by mail
Scan the QR code
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Attend the
meeting and
cast your
ballot
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 13, 2022
This Proxy Notice, the accompanying Proxy Statement and Annual Report on Form 10-K for the fiscal year ended June 30, 2022 are available at http://www.proxyvote.com.
Thank you for your ongoing support and continued interest in OSI Systems, Inc.
By order of the Board of Directors,
Victor S. Sze
Executive Vice President, General
Counsel, and Secretary
October 26, 2022

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Notice of Annual Meeting of Stockholders
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OSI Systems is pleased to deliver proxy materials electronically via the Internet. Electronic delivery allows OSI Systems to provide you with the information you need for the annual meeting, while reducing environmental impacts and costs.
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

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PROXY STATEMENT
Table of Contents
1 PROXY SUMMARY
1
Meeting Agenda
2
Environmental, Social and Governance Initiatives
4
PROPOSAL 1—ELECTION OF DIRECTORS
4
Required Vote
5
Current Directors
9
Relationships among Directors or Executive Officers
9
Director Compensation
11 CORPORATE GOVERNANCE
11
Board Role in Risk Oversight
11
Board Leadership Structure and Lead Independent Director
12
Commitment to Diversity
13
Board Meetings, Independence and Committees of the Board
16
Annual Meeting Attendance
16
Director Nomination Process
16
Compensation Committee Interlocks and Insider Participation
17
Stockholder Communications
17
Certain Relationships and Related Transactions
18
PROPOSAL 2—RATIFICATION OF SELECTION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
18
Required Vote
19
Audit Fees
19
Audit Committee’s Pre-Approval Policy
19
Independence
20 Report of the Audit Committee
21
PROPOSAL 3—ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
21
Summary
24
Required Vote
25 EXECUTIVE COMPENSATION
25
Executive Officers
29
Compensation Discussion and Analysis
41
Compensation Tables
41
43
44
45
46
47
48
49
52
54
Compensation Committee Report
55 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
55
More than 5% Stockholders
56
Directors and Executive Officers
57
Section 16(a) Beneficial Ownership Reporting Compliance
57
Equity Compensation Plan Information
58 INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
58
General Information
58
58
59
59
59
60
61 ADDITIONAL INFORMATION
61
Availability of Annual Report on Form 10-K
61
Householding of Proxy Materials
61
Stockholder Proposals
62
Incorporation by Reference
62
Other Business

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Proxy Summary
Proxy Summary
In this Proxy Statement the terms “OSI Systems,” “the Company,” “we,” “us,” and “our” refer to OSI Systems, Inc. Certain statements in this Proxy Statement, other than historical information, including statements relating to our business plans and objectives, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may appear throughout this report. Words such as “project,” “believe,” “anticipate,” “plan,” “expect,” “intend,” “may,” “should,” “will,” “would,” and similar words and expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve uncertainties, risks, assumptions and contingencies, many of which are outside our control. Assumptions upon which our forward-looking statements are based could prove to be inaccurate, and actual results may differ materially from those expressed in or implied by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties which may cause actual results to differ materially, including but not limited to the risks and uncertainties identified in Item 1A of our Annual Report for the year ended June 30, 2022, filed on Form 10-K with the Securities and Exchange Commission (“SEC”) on August 19, 2022. The Proxy Statement speaks only as of the date it has been made available to stockholders, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. All website addresses set forth in this Proxy Statement are for information only and are not intended to be an active link or to incorporate any website information into this document.
This Proxy Statement and the accompanying Proxy Card and materials are first being sent to stockholders of OSI Systems, Inc. or made available electronically on or about October 26, 2022.
This summary highlights key information presented elsewhere in this year’s Proxy Statement. This section does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting.
MEETING AGENDA
PROPOSAL
BOARD VOTING
RECOMMENDATION
PAGE
REFERENCE
EFFECT OF BROKER
NON-VOTES AND
ABSTENTIONS
VOTES REQUIRED
FOR APPROVAL
1
Election of six directors
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FOR all nominees
4
No effect
Plurality of votes cast
2
Ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2023
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FOR
18
No effect
Majority of votes cast
3
Advisory vote to approve the compensation of our named executive officers for the fiscal year ended June 30, 2022
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FOR
21
No effect
Majority of votes cast
At the time of printing this Proxy Statement, our management was not aware of any other matters to be presented for action at the Annual Meeting. If, however, other matters which are not now known to management should properly come before the Annual Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the proxy holders.
OSI SYSTEMS, INC.2022 Proxy Statement | 1

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Proxy Summary
ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES
GLOBAL SUSTAINABILITY PROGRAM
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.
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
ENERGY USAGE

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.

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
REDUCTION OF EMISSIONS
SUPPLIERS AND VENDORS

Our teams are committed to identifying meaningful ways to reduce our water utilization.

We acknowledge the right to water as a basic human right.

We ensure access to safe drinking water and sanitary conditions for our staff both at our facilities and at our vendors’ facilities.

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.

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, and
3.
establish systems to ensure the proper management of waste, air emissions and wastewater discharges.
ETHICS AND COMPLIANCE
Code of Ethics and Conduct
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.
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View our Code of Ethics at
https://osi-systems.com/code-of-
ethics
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Proxy Summary
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. 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 addressed to the following address:
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https://investors.osi-systems.com/​investor-relations/company-information/corporate-governance
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OSI Systems, Inc.
Attention: Corporate Secretary
12525 Chadron Avenue
Hawthorne, California 90250
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.
OSI SYSTEMS, INC.2022 Proxy Statement | 3

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Proposal 1—Election of Directors
Proposal 1—Election of Directors
What am I voting on and how should I vote?
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.
We believe that each of the nominees is sufficiently qualified to lead the Company in the best interest of stockholders.
Our Board currently consists of seven members. At each annual meeting of stockholders, directors are elected for a term of one year to succeed those directors whose terms expire on the annual meeting date. Mr. Good has informed us of his decision to retire from our Board at the end of his current term. Mr. Good will be designated as a director emeritus following our 2022 annual meeting. As a director emeritus, Mr. Good may provide advisory services as requested from time to time and may be invited to attend meetings of the Board, but may not vote, be counted for quorum purposes or have any of the duties or obligations imposed on our directors or officers under applicable law or otherwise be considered a director. Our Board has determined, in accordance with our Bylaws, that upon the end of Mr. Good’s current term on our Board, the size of the Board will be six members.
The six candidates nominated for election as directors at the Annual Meeting are:

Deepak Chopra

Kelli Bernard

James B. Hawkins

William F. Ballhaus

Gerald Chizever

Meyer Luskin
All of our director nominees are currently directors of the Company and were previously elected to serve on the Board by our stockholders.
The enclosed Proxy will be voted in favor of these individuals unless other instructions are given. If elected, the nominees will serve as directors until our next annual meeting of stockholders, and until their successors are elected and qualified. If any nominee declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominees as the Board may designate.
REQUIRED VOTE
Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the Proxy or, if no direction is made, for each of the above-named nominees. The election of directors requires a plurality of the votes cast at the Annual Meeting.
Proposal 1 is considered a “non routine” matter and, accordingly, brokerage firms and nominees do not have the authority to vote their clients’ unvoted shares on Proposal 1 or to vote their clients’ shares if the clients have not furnished voting instructions within a specified period of time prior to the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote on Proposal 1. Votes marked “withhold” will not affect the outcome of the election of directors.
If a quorum is present and voting, the six nominees for directors receiving the highest number of votes will be elected as directors.
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The Board of Directors unanimously recommends a vote FOR the election each of the director nominees.
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Proposal 1—Election of Directors
CURRENT DIRECTORS
NAME
AGE
POSITION
DIRECTOR SINCE
Deepak Chopra
71
Chairman of the Board, Chief Executive Officer and President
1987
William F. Ballhaus(1)(2)(5)
77
Director
2010
Kelli Bernard(4)
53
Director
2019
Gerald Chizever(4)(5)
78
Director
2016
Steven C. Good(1)(3)(4)(6)
80
Director
1987
James B. Hawkins(2)(3)(5)
66
Director
2015
Meyer Luskin(1)(2)(4)
97
Director
1990
(1)
Member of Audit Committee
(2)
Member of Compensation Committee
(3)
Member of Nominating and Governance Committee
(4)
Member of Risk Management Committee
(5)
Member of the Technology Committee
(6)
Mr. Good has informed the Board that he is retiring at the end of his current term and is therefore not a nominee for re‑election to the Board.
BUSINESS EXPERIENCE
Deepak Chopra
Chairman of the Board since 1992
Director since 1987
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.
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.
OSI SYSTEMS, INC.2022 Proxy Statement | 5

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Proposal 1—Election of Directors
William F. Ballhaus, Jr.
Lead Independent Director
Director since May 2010
BOARD COMMITTEES

Audit

Compensation and Benefits

Technology (Co-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.
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.
Kelli Bernard
Independent Director
Director since December 2019
BOARD COMMITTEES

Risk Management
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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 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.
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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Proposal 1—Election of Directors
Gerald Chizever
Independent Director
Director since October 2016
BOARD COMMITTEES

Risk Management (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.
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.
Steven C. Good
Independent Director
Director since September 1987
BOARD COMMITTEES

Audit (Chair)

Nominating and Governance (Chair)

Risk Management
Mr. Good has informed the Board that he is retiring at the end of his current term and is therefore not a nominee for re-election to the Board.
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CAREER HIGHLIGHTS
Mr. Good has been a consultant for the accounting firm of Cohn Reznick LLP since February 2010. Mr. Good founded the accounting firm of Good, Swartz, Brown & Berns (predecessor of Cohn Reznick LLP) in 1976 and served as an active partner until February 2010. He has been active in consulting and advisory services for businesses in various sectors, including the manufacturing, garment, medical services and real estate development industries.
Mr. Good founded California United Bancorp in 1982 and served as its Chairman through 1993.
From 1997 until the company was sold in 2006, Mr. Good served as a Director of Arden Realty Group, Inc., a publicly held real estate investment trust listed on the New York Stock Exchange.
Mr. Good formerly served as a director of Kayne Anderson MLP Investment Company and Kayne Anderson Energy Total Return Fund, each of which is listed on the New York Stock Exchange.
In addition, until December 2020, Mr. Good served as a director of Rexford Industrial Realty, Inc., a publicly held real estate investment trust listed on the New York Stock Exchange.
He also formerly served as a director of California Pizza Kitchen, Inc. from 2005 to 2008, Youbet.com from 2006 to 2008, and the Walking Company Holdings, Inc. from 1997 to 2009.
Mr. Good has extensive risk management experience gained through the various executive and board positions that he has held.
EDUCATION
Mr. Good holds a Bachelor of Science degree in Business Administration from the University of California, Los Angeles and attended its Graduate School of Business.
QUALIFICATIONS
Among other reasons, Mr. Good was selected to previously serve as a director because of his audit, finance and accounting expertise.
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Proposal 1—Election of Directors
James B. Hawkins
Independent Director
Director since December 2015
BOARD COMMITTEES

Compensation and Benefits

Nominating and Governance

Technology (Co-Chair)
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.
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.
Meyer Luskin
Independent Director
Director since February 1990
BOARD COMMITTEES

Audit

Compensation and Benefits (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.
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 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.
BOARD EXPERTISE
The following table displays certain significant skills and qualifications of our Directors. The Nominating and Governance Committee reviews the composition of the Board as a whole periodically to ensure that the Board maintains a balance of knowledge and experience and to assess the skills and characteristics that the Board may find valuable in the future in light of current and anticipated strategic plans and operating requirements and the long-term interest of stockholders.
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Proposal 1—Election of Directors
SKILLS AND EXPERIENCE
CHOPRA
BALLHAUS
BERNARD
CHIZEVER
GOOD
HAWKINS
LUSKIN
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5/7
FINANCIAL
Experience in accounting, financial disclosure, capital markets and corporate finance, or P&L responsibility, as an executive of a company with a breadth and level of complexity comparable to the Company
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5/7
INDUSTRY
Experience in a senior-level management position with a company in the technology solutions or infrastructure industries
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7/7
CORPORATE GOVERNANCE
Experience serving as a public company director, including an understanding of good corporate governance standards and practices
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5/7
SENIOR MANAGEMENT
Experience in a senior-level management position at a publicly listed company
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7/7
RISK MANAGEMENT
Experience assessing and managing enterprise business or government risks or experience overseeing complex business risk management matters
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4/7
GLOBAL BUSINESS
Experience managing a business with substantial global operations, or experience in and deep, expert knowledge of global politics
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6/7
STRATEGY/M&A
Mergers and acquisitions and integration experience as a public company officer or director
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3/7
GOVERNMENT
Experience in government and regulatory organizations
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RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS
There are no arrangements or understandings known to us between any of the directors or nominees for director and any other person pursuant to which any such person was or is to be elected a director.
Ajay Mehra, Executive Vice President and President, Cargo Scanning and Solutions, is the first cousin of Deepak Chopra. Other than this relationship, there are no family relationships among our directors or director nominees or Named Executive Officers (as defined in “Compensation of Executive Officers—Summary Compensation Table”).
DIRECTOR COMPENSATION
Mr. Chopra receives no compensation for his service as director of the Company.
During the fiscal year ended June 30, 2022, each non-employee director that served as a director for the full fiscal year received $60,000 and an RSU grant valued at $150,000, and the Lead Independent Director received an additional retainer of $35,000 and an additional RSU grant valued at $30,000. Each member of the Audit Committee received $3,000 for each Audit Committee meeting attended. In addition, the Chairman of the Audit Committee
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Proposal 1—Election of Directors
received $30,000 and an RSU grant valued at $35,000. Each member of the Compensation Committee received $3,000 for each Compensation Committee meeting attended. In addition, the Chairman of the Compensation Committee received $30,000 and an RSU grant valued at $35,000. Each member of the Nominating and Governance Committee received $1,500 for each Nominating and Governance Committee meeting attended. In addition, the Chairman of the Nominating and Governance Committee received $8,000. Each member of the Technology Committee received $5,000 for each Technology Committee meeting attended. In addition, the Co-Chairmen of the Technology Committee each received $15,000 and an RSU grant valued at $35,000, and the other member of the Technology Committee received an RSU grant valued at $15,000. Each member of the Risk Management Committee received $3,000 for each Risk Management Committee meeting attended and an RSU grant valued at $25,000. In addition, the Chairman of the Risk Management Committee received $13,000. All RSU awards granted to members of the Board and its committees vest 25% annually over a period of four years from the date of grant. The directors also are reimbursed for expenses incurred in connection with the performance of their services as directors.
The following table provides compensation information for the fiscal year ended June 30, 2022 for each non- employee member of our Board(1):
NAME
FEES EARNED OR PAID
IN CASH
($)
STOCK AWARDS(2)
($)
TOTAL
($)
William F. Ballhaus 184,000 225,001 409,001
Kelli Bernard 106,000 174,968 280,968
Gerald Chizever 132,000 189,988 321,988
Steven C. Good 144,500 209,981 354,481
James B. Hawkins 138,500 194,961 333,461
Meyer Luskin 150,000 209,981 359,981
(1)
We have omitted from this table the columns titled “Option Awards,” “Non-Equity Incentive Plan Compensation,” “Change in Pension Value and Nonqualified Deferred Compensation Earnings” and “All Other Compensation” because no amounts would have been included in such columns.
(2)
Amounts are calculated utilizing the accounting guidance related to stock-based compensation under accounting principles generally accepted in the United States. See Note 9 to the Consolidated Financial Statements included in our Form 10-K for the year ended June 30, 2022 for a discussion of the assumptions used in valuation of stock awards. For the fiscal year ended June 30, 2022, 2,111 RSUs were granted to Mr. Good; 2,111 RSUs were granted to Mr. Luskin; 2,262 RSUs were granted to Dr. Ballhaus; 1,960 RSUs were granted to Mr. Hawkins; 1,910 RSUs were granted to Mr. Chizever, and 1,759 RSUs were granted to Ms. Bernard, all with a fair value of $99.47. As of June 30, 2022, Mr. Good had 5,943 unvested stock awards outstanding; Mr. Luskin had 6,038 unvested stock awards outstanding; Dr. Ballhaus had 6,304 unvested stock awards outstanding; Mr. Hawkins had 5,456 unvested stock awards outstanding; Mr. Chizever had 5,340 unvested stock awards outstanding; and Ms. Bernard had 4,078 unvested stock awards outstanding.
DIRECTOR SHARE OWNERSHIP REQUIREMENTS
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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We believe that this multiple constitutes significant amounts for our directors and provides a substantial link between the interests of our directors and those of our stockholders. During such time that a director has not attained the share ownership guideline, such director is required to retain at least 50% of the shares acquired upon exercise of options or vesting of restricted stock or unit awards, net of amounts required to pay taxes and exercise price. We periodically review our minimum equity ownership guidelines. For purposes of meeting the ownership requirements, unvested RSUs are counted, but unearned performance awards and unexercised stock options are not. Each of our directors meets or exceeds our minimum equity ownership guidelines.
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Corporate Governance
Corporate Governance
BOARD ROLE IN RISK OVERSIGHT
Our Board is responsible for our risk oversight. Risks we face include, among others:

competitive

economic

operational

financial

accounting

liquidity

tax

regulatory

foreign country

safety

employment

political

cybersecurity
Risks are reported to our Board through our executive officers, who are responsible for the identification, assessment, and management of our risks. Our Board regularly discusses the risks reported by our executive officers and reviews with management strategies and actions to mitigate the risks and the status and effectiveness of such strategies and actions.
To optimize its risk oversight capabilities and efficiently oversee our risks, the Board delegates to its committees oversight responsibility for particular areas of risk. For example:
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AUDIT
COMMITTEE
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
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
BOARD LEADERSHIP STRUCTURE AND LEAD INDEPENDENT DIRECTOR
Our Chairman of the Board is our Chief Executive Officer. We believe that currently combining the positions of Chief Executive Officer and Chairman serves as an effective link between management’s role of identifying, assessing and managing risks and the Board’s role of risk oversight. Mr. Chopra possesses in-depth knowledge of the issues, opportunities and challenges we face and is thus well positioned to develop agendas and highlight issues that ensure that the Board’s time and attention are focused on the most critical matters. In addition, our Board has determined that this leadership structure is optimal because it believes that having one leader serving as both the Chairman and Chief Executive Officer provides decisive, consistent and effective leadership, as well as clear accountability. Having one person serve as Chairman and Chief Executive Officer also enhances our ability to communicate our message and strategy clearly and consistently to our stockholders, employees, and
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Corporate Governance
other companies with which we do business. Although we believe that the combination of the Chairman and Chief Executive Officer roles is appropriate under current circumstances, we will continue to review this issue periodically to determine whether, based on the relevant facts and circumstances, separation of these offices would serve our best interests and the best interests of our stockholders.
The combined Chairman of the Board and Chief Executive Officer position is balanced by the number of independent directors serving on our Board, our independent committees and our Lead Independent Director. William Ballhaus is currently our Lead Independent Director and brings to this role considerable skills and experience as described above in “Proposal 1—Election of Directors.” The role of Lead Independent Director is designed to further promote the independence of our Board and appropriate oversight of management and to facilitate free and open discussion and communication among our independent directors.
COMMITMENT TO DIVERSITY
We are focused on creating a diverse and inclusive workforce. We strive to attract and retain top talent, foster an inclusive culture, and embrace diversity. We are also committed to diversity at the Board level. Our Board considers diversity, including gender, racial, and ethnic diversity, when considering nominations to the Board. The Board’s objective is to have a Board comprised of individuals who by occupation, background, and experience are in a position to make a strong, positive contribution to our Company and our stockholders.
BOARD DIVERSITY MATRIX (AS OF OCTOBER 26, 2022)
BOARD SIZE
Total number of directors 7
GENDER
FEMALE
MALE
NON-BINARY
DID NOT DISCLOSE
Directors 1 6 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 5 0
Two or more races or ethnicities 0 0 0
LGBTQ+ 0 0 0
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Corporate Governance
DEMOGRAPHIC INFORMATION OF EMPLOYEE POPULATION
As of October 1, 2022, 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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BOARD MEETINGS, INDEPENDENCE AND COMMITTEES OF THE BOARD
There were nine meetings of the Board and the Board acted pursuant to unanimous written consent on two additional occasions during the fiscal year ended June 30, 2022. During fiscal 2022, the Board had a standing Audit Committee, Compensation Committee, Nominating and Governance Committee, Risk Management Committee, and Technology Committee. The members of each committee are appointed by the majority vote of the Board. All persons serving as a director during the fiscal year ended June 30, 2022 attended more than 75% of the aggregate number of meetings held by the Board and all committees on which such director served.
The Board has determined that each of the current directors, except Mr. Chopra, is independent within the meaning of the director independence standards of The NASDAQ Stock Market (the “Listing Standards”), as currently in effect. Furthermore, the Board has determined that each of the members of each of the committees of the Board is independent within the meaning of the SEC rules and regulations and the Listing Standards, as applicable and currently in effect.
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:
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https://investors.osi-systems.com/​investor-relations/company-information/corporate-governance
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Corporate Governance
Audit Committee
All members of the Audit Committee
are independent directors
Meetings held during the fiscal
year ended June 30, 2022:
4
COMMITTEE MEMBERS

Steven C. Good (Chair)1

William F. Ballhaus

Meyer Luskin
FINANCIAL EXPERT
The Board has determined that, based upon their work experience, each of Mr. Good and 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. Good’s and 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
The Report of the Audit Committee is on page 20 of this Proxy Statement.
Compensation Committee
All members of the Compensation
Committee are independent directors
Meetings held during the fiscal
year ended June 30, 2022:
4
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
The Compensation Committee Report is on page 54 of this Proxy Statement.
1
Mr. Good has informed the Board that he is retiring at the end of his current term and is therefore not a nominee for re-election to the Board.
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Corporate Governance
Nominating and
Governance Committee
Both members of the Nominating and
Governance Committee are
independent directors
Meetings held during the fiscal
year ended June 30, 2022:
2
COMMITTEE MEMBERS

Steven C. Good (Chair)2

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, 2022:
3
COMMITTEE MEMBERS

Gerald Chizever (Chair)

Kelli Bernard

Steven C. Good2

Meyer Luskin
KEY RESPONSIBILITIES
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.
Technology Committee
All members of the Technology
Committee are independent directors
Meetings held during the fiscal
year ended June 30, 2022:
5
COMMITTEE MEMBERS

William F. Ballhaus (Co-Chair)

James B. Hawkins (Co-Chair)

Gerald Chizever
KEY RESPONSIBILITIES
The Technology Committee is responsible for:

evaluating and making recommendations to the Board regarding technology-based matters.
2
Mr. Good has informed the Board that he is retiring at the end of his current term and is therefore not a nominee for re-election to the Board.
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Corporate Governance
ANNUAL MEETING ATTENDANCE
We have adopted a formal policy with regard to directors’ attendance at annual meetings of stockholders. All members of our Board are strongly encouraged to prepare for, attend and participate in all annual meetings of stockholders. All of our directors attended last year’s annual meeting of stockholders.
DIRECTOR NOMINATION PROCESS
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:
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OSI Systems, Inc.
Attention: Corporate Secretary
12525 Chadron Avenue
Hawthorne, California 90250
Our Secretary will, in turn, forward the recommendation to the Nominating and Governance Committee. The recommendation should include the following information:

A statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating and Governance Committee;

The name and contact information for the candidate;

A statement of the candidate’s occupation and background, including education and business experience;

Information regarding each of the factors listed above, sufficient to enable the Nominating and Governance Committee to evaluate the candidate;

A statement detailing (i) any relationship or understanding between the candidate and our Company, or any customer, supplier, competitor, or affiliate of ours, and (ii) any relationship or understanding between the candidate and the stockholder proposing the candidate for consideration, or any affiliate of such stockholder; and

A statement that the candidate is willing to be considered for nomination by the Nominating and Governance Committee and willing to serve as a director if nominated and elected.
Stockholders must also comply with all requirements of our Bylaws, a copy of which is available from our Secretary upon written request, with respect to nomination of persons for election to the Board. We may also require any proposed nominee to furnish such other information as we or the Nominating and Governance Committee may reasonably require to determine the eligibility of the nominee to serve as a director. In performing its evaluation and review, the Nominating and Governance Committee generally does not differentiate between candidates proposed by stockholders and other proposed nominees, except that the Nominating and Governance Committee may consider, as one of the factors in its evaluation of stockholder recommended candidates, the size and duration of the interest of the recommending stockholder or stockholder group in the equity of the Company.
There are no stockholder nominations for election to our Board to be voted on at this year’s Annual Meeting. Stockholders wishing to submit nominations for next year’s annual meeting of stockholders must notify us of their intent to do so on or before the date on which nominations must be received by us in accordance with our Bylaws and the rules and regulations of the SEC. For details see “Stockholder Proposals.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of our executive officers has served during the fiscal year ended June 30, 2022 or subsequently as a member of the board of directors or compensation committee of any entity which has one or more executive officers who
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Corporate Governance
serve on our Board or the Compensation Committee. During the fiscal year ended June 30, 2022, no member of our Compensation Committee had any relationship or transaction with our Company required to be disclosed pursuant to Item 404 of Regulation S-K.
STOCKHOLDER COMMUNICATIONS
Stockholders interested in communicating directly with the Board, or specified individual directors, may do so by writing our Secretary at the following address:
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OSI Systems, Inc.
Attention: Corporate Secretary
12525 Chadron Avenue
Hawthorne, California 90250
Our Secretary will review all such correspondence and will regularly forward to the Board copies of all such correspondence that, in the opinion of our Secretary, deals with the functions of the Board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received that is addressed to members of the Board and request copies of such correspondence. Concerns relating to accounting, internal control or auditing matters will immediately be brought to the attention of the Audit Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1994, we, together with Electronics Corporation of India Limited (“ECIL”), an unaffiliated Indian company, formed ECIL-Rapiscan Security Products Limited, a joint venture under the laws of India (“ECIL Rapiscan”). We own a 36% interest in the joint venture, Mr. Chopra owns a 10.5% interest and Mr. Mehra owns a 4.5% interest. The remaining interest in the joint venture is owned by ECIL. We sell security and inspection kits to ECIL at a price no less favorable to us than the price we charge unaffiliated third parties for such products. To date, our portion of the earnings of ECIL Rapiscan has been immaterial to our financial results and results of operations.
Mohinder Chopra, who is the brother of Deepak Chopra, our Chief Executive Officer, is our Senior Vice President/General Manager India. His total compensation for fiscal year 2022 was valued at approximately $335,000.
Gerald Chizever, a member of our Board, is a partner at Loeb & Loeb LLP. Loeb & Loeb advises the Company in various matters from time to time. The fees paid by the Company to Loeb & Loeb in each of the past three fiscal years were significantly below the applicable threshold outlined in The NASDAQ Stock Market guidelines for determining director independence. For fiscal year 2022, the Company paid $511,143 in fees to Loeb & Loeb. Our Board carefully reviewed the nature of our engagement of Loeb & Loeb and the services rendered, including nominal fees relative to Loeb & Loeb’s annual revenues, the expertise and relevant experience of the firm, the firm’s and specific partners’ knowledge of our Company and our business and past legal engagements, and the fees paid in such engagements, and determined that Mr. Chizever is independent under the standards of The NASDAQ Stock Market.
The Audit Committee of the Board reviews proposed transactions in which the Company and any person who is a member of the Board, a nominee to become a member of the Board, an executive officer of the Company, a holder of more than five percent of our voting securities, or any immediate family member of any of the foregoing would have a direct or indirect material interest in the transaction and the amount involved, when added together with the amounts of all other transactions with that related person for that fiscal year, exceeds $75,000. The review involves an evaluation, without participation by any member of the Audit Committee with a direct or indirect material interest in the transaction, of whether the transaction would be on terms at least as favorable to us as those that could have been obtained from unaffiliated third parties. This policy is supported by the Charter of the Audit Committee of the Board.
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Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm
Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm
What am I voting on and how should I vote?
You are being asked to ratify the appointment of Moss Adams LLP as the company’s independent registered public accounting firm for the year ending June 30, 2023. 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 Moss Adams LLP is consistent with best practices in corporate governance.
We believe that Moss Adams LLP is sufficiently qualified to conduct their duties as independent auditor.
The Audit Committee has selected Moss Adams LLP (“Moss Adams”) as our independent registered public accountants for the year ending June 30, 2023 and has further directed that management submit the selection of independent registered public accountants for ratification by our stockholders at the Annual Meeting. Moss Adams has no financial interest in the Company, and neither it nor any member or employee of the firm has had any connection with the Company in the capacity of promoter, underwriter, voting trustee, director, officer or employee.
In the event that our stockholders fail to ratify the selection of Moss Adams, the Audit Committee will reconsider whether or not to retain the firm. Even if the selection is ratified, the Audit Committee and the Board in their discretion may direct the appointment of a different independent accounting firm at any time during the year if they determine that such a change would be in our and our stockholders’ best interests.
Representatives of Moss Adams are expected to be present at the Annual Meeting, and they will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.
REQUIRED VOTE
Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the Proxy or, if no direction is made, in favor of this proposal. In order to be adopted, this proposal must be approved by the affirmative vote of a majority of the shares of Common Stock present in person or by proxy and cast at the Annual Meeting.
Proposal 2 is considered a “routine” matter and, accordingly, brokerage firms and nominees have the authority to vote their clients’ unvoted shares on Proposal 2 as well as to vote their clients’ shares if the clients have not furnished voting instructions within a specified period of time prior to the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote on Proposal 2.
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The Board of Directors unanimously recommends a vote FOR the ratification of Moss Adams as our independent registered public accountants for the fiscal year ending June 30, 2023.
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Proposal 2—Ratification of Selection of Independent Registered Public Accounting Firm
AUDIT FEES
The following table represents fees charged for professional audit services rendered by Moss Adams for the audit of our annual financial statements for the years ended June 30, 2021 and 2022 and fees billed by Moss Adams for other services during those years:
NAME
FY2021
($ IN THOUSANDS)
FY2022
($ IN THOUSANDS)
Audit fees(1) 1,855 1,883
Audit-related fees(2) 17 17
Tax fees(3)
All other fees(4)
Total 1,872 1,900
(1)
“Audit fees” consist of fees billed for professional services rendered for the integrated audit of our consolidated financial statements and the review of our interim consolidated financial statements included in quarterly reports and services that are normally provided by Moss Adams in connection with statutory and regulatory filings or engagements.
(2)
The term “Audit-related fees” means fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements other than audit fees. This includes professional services for the audit of the financial statements of our 401(k) plan.
(3)
The term “Tax fees” means fees billed for professional services rendered for tax advice, planning and compliance (domestic and international).
(4)
The term “All other fees” means fees billed for products and services other than for the services described above.
AUDIT COMMITTEE’S PRE-APPROVAL POLICY
The Audit Committee pre-approves all audit, audit-related and tax services (other than prohibited non-audit services) to be provided by the independent public accountants. The Audit Committee has delegated to its Chairman the authority to pre-approve all other services to be provided by the independent public accountants, up to an aggregate of $50,000 each fiscal year. The Chairman reports each such pre-approval decision to the full Audit Committee at its next scheduled meeting.
INDEPENDENCE
The Audit Committee has considered whether Moss Adams’ provision of services other than its audit of the Company’s annual financial statement and its review of the Company’s quarterly financial statements is compatible with maintaining such independent public accountant’s independence and has determined that it is compatible.
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Report of the Audit Committee
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, 2022 (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 Moss Adams, 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, 2022, for filing with the SEC.
AUDIT COMMITTEE
Steven C. Good, Chair
William F. Ballhaus
Meyer Luskin
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Proposal 3—Advisory Vote to Approve the Compensation of Our Named Executive Officers
Proposal 3—Advisory Vote to Approve the Compensation of Our Named Executive Officers
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.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd Frank Act”) enables our stockholders to vote to approve, on an advisory, non-binding basis, our executive compensation for the fiscal year ended June 30, 2022 as disclosed in the Proxy Statement in accordance with the SEC’s rules, including Section 14A of the Exchange Act. We currently conduct this advisory vote on an annual basis, and the next advisory vote is expected to be conducted at our 2023 Annual Meeting of Stockholders.
SUMMARY
Our Board is committed to excellence in governance and is aware of the significant interest in executive compensation matters by investors and the general public. We are asking our stockholders to provide advisory approval of our executive compensation as such compensation is described in the “Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure set forth in the Proxy Statement. We recognize and value the critical role that executive leadership plays in our performance. Our executive compensation philosophy is intended to ensure that executive compensation is aligned with our short- and long-term business strategy, objectives, and stockholder interests. Our executive compensation is designed to attract, motivate, and retain highly qualified executives. We believe that our compensation policies and procedures are centered on pay-for-performance principles and are strongly aligned with the short- and long-term interests of our stockholders.
We urge you to review the “Compensation Discussion and Analysis” section of the Proxy Statement and executive-related compensation tables for more information.
EMPHASIS ON PAY-FOR-PERFORMANCE PRINCIPLES
We believe that executive compensation should be tied to our performance on both a short-term and long-term basis. We believe that our continued success is closely tied to the performance of our executive officers and have designed our compensation practices in order to reward the executives for their contributions to our overall success.
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Proposal 3—Advisory Vote to Approve the Compensation of Our Named Executive Officers
ALIGNMENT WITH STOCKHOLDERS’ INTERESTS
We grant annual incentives based in part on each executive’s contribution to enhancing our short- and long-term profitable growth. We also grant long-term equity-based incentives as a substantial component of the compensation program to reward long-term performance and further align the interests of management with those of our stockholders. In recent years, we have generally used performance-based restricted stock units (“RSUs”) as our equity incentive vehicle as these awards enable the executives to establish a meaningful equity stake in our Company while allowing them to participate in future value creation through appreciation of the shares. These awards tie the executives’ interests to those of long-term stockholders and serve to motivate the executives to lead us to achieve long-term financial goals that are expected to lead to increased stockholder value. In addition to linking compensation value to stockholder value, these awards generally have vesting conditions, which creates a strong retention incentive and helps ensure the continuity of our operations. For fiscal year 2022, 100% of the long-term equity incentives granted to our Named Executive Officers consisted of RSUs subject to performance vesting based on the compound annual growth rate of revenue and operating income.
LONG-TERM PERFORMANCE
In order to promote our philosophy of pay-for-performance and furthering our objective of aligning the interests of management with those of our stockholders, we have established performance programs for certain of our executive officers. These programs focus on the achievement of our long-term financial goals and factors that create long-term stockholder value. By establishing performance targets tied to key corporate financial metrics, we are incentivizing our officers to achieve our long-term corporate objectives and ultimately increase stockholder value.
HIGHLIGHTS OF FISCAL 2022 EXECUTIVE COMPENSATION PROGRAM
The Board believes our executive compensation program is designed appropriately and that a vote in favor of the proposal is warranted, including for these reasons:
1
2
3
4
100% of Named Executive Officer equity awards for fiscal 2022 were performance-based and tied to measurable pre-established targets.
In light of recent strong performance, we increased our target goals for our annual incentive program over the prior year’s targets.
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.
1.   100% Performance-Based Equity Awards for Named Executive Officers
100% of the equity grants made to our Named Executive Officers during fiscal 2022 were performance-based and tied to pre-established targets. Our 2022 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%.
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For the performance period ended June 30, 2022, compound annual revenue growth as compared to the baseline measurement level was 4.25%, and compound annual operating income growth as compared to the baseline measurement level was 15.2%. As a result, our CEO earned 41,419 shares in accordance with the program.
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Proposal 3—Advisory Vote to Approve the Compensation of Our Named Executive Officers
2.   Increased Targets for Annual Incentive Program
For fiscal year 2022, in light of recent strong performance, we increased our target goals over the prior year’s targets as set forth in the section titled “Executive Compensation Program ElementsAnnual Incentive Awards.
3.   Commitment to Corporate Governance and Best Practices
We are committed to having strong governance standards with respect to our compensation programs, procedures, and practices.
We have taken the following actions to enhance our corporate governance and executive compensation policies:
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Engaged with stockholders and incorporated stockholder feedback when establishing our executive compensation programs to address specific stockholder feedback.
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Appointed a Lead Independent Director to further promote the independence of our Board and appropriate oversight of management and to facilitate free and open discussion and communication among our independent directors.
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Prohibited hedging and pledging of our stock by executive officers and directors. As of the date of the Proxy Statement, no shares of our stock are pledged by any Named Executive Officer or director.
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Adopted a robust clawback policy that provides that if an accounting restatement is required due to material non-compliance with any accounting requirements, then we will seek to recover any excess in the incentive compensation earned by all of our executive officers, regardless of whether they were at fault or not in the circumstances leading to the restatement, over the prior three years over what they would have earned if there had not been a material restatement of the financial statements. We have also included clawback provisions in each Named Executive Officer’s employment agreement.
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Established rigorous Company stock ownership guidelines requiring each executive officer to own Company stock valued at least at five times his annual base salary. These guidelines align the executives’ long-term interests with those of our stockholders. In addition, prior to attaining the 5X share ownership guideline, each executive is required to retain at least 50% of the shares acquired upon exercise of options or vesting of restricted stock or RSU awards, net of amounts required to pay taxes and exercise price. For purposes of meeting the ownership requirements, unvested restricted stock and RSUs are counted, but unearned performance awards and unexercised stock options are not.
4.   Communications with Stockholders
We maintain open lines of communication with our stockholders, and our annual cash incentive and long-term incentive programs reflect the stockholder input we received.
Our Compensation Committee takes very seriously stockholder feedback with respect to executive compensation. Considering the continued level of support from our stockholders of our compensation program, our Compensation Committee determined to continue to apply the same approach with respect to compensation policies and decisions for fiscal 2022.
Our Board believes that the information above as well as that provided in the section entitled “Executive Compensation” contained in the Proxy Statement demonstrates that our executive compensation program was designed appropriately and is working to ensure that management’s interests are aligned with the stockholders’ interests and support long-term value creation.
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Proposal 3—Advisory Vote to Approve the Compensation of Our Named Executive Officers
The following resolution will be submitted for a stockholder vote at the Annual Meeting:
RESOLVED, that the stockholders of OSI Systems, Inc. approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K of the SEC, including in the section entitled “Compensation Discussion and Analysis,” the accompanying compensation tables, and the related narrative disclosure contained in the Proxy Statement.”
REQUIRED VOTE
Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the Proxy or, if no direction is made, in favor of this proposal. In order to be approved on an advisory basis, this proposal must be approved by the affirmative vote of a majority of the shares of Common Stock present in person or by proxy and cast at the Annual Meeting.
Proposal 3 is considered a “non-routine” matter and, accordingly, brokerage firms and nominees do not have the authority to vote their clients’ unvoted shares on Proposal 3 or to vote their clients’ shares if the clients have not furnished voting instructions within a specified period of time prior to the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of the vote on Proposal 3.
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The Board of Directors unanimously recommends a vote FOR the approval of our Named Executive Officer compensation for the fiscal year ended June 30, 2022.
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Executive Compensation
Executive Compensation
EXECUTIVE OFFICERS
Our executive officers are as follows:
NAME
AGE
POSITION
JOINED COMPANY IN
Deepak Chopra*
71
Chairman of the Board, Chief Executive Officer and President
1987
Alan Edrick*
54
Executive Vice President and Chief Financial Officer
2006
Ajay Mehra*
60
Executive Vice President and President, Cargo Scanning and Solutions
1989
Victor Sze*
55
Executive Vice President, General Counsel and Secretary
2002
Mal Maginnis(1)*
63
President of Rapiscan Detection
2017
Shalabh Chandra
57
President of Healthcare Division
2019
Manoocher Mansouri
66
President of Optoelectronics and Manufacturing Division
1982
Paul Morben
61
President of OSI Electronics
1983
Glenn Grindstaff
60
Senior Vice President and Chief Human Resources Officer
2020
*
Denotes our Named Executive Officers for fiscal 2022.
(1)
Retired from the Company on September 30, 2022.
The following section sets forth certain background information regarding those persons currently serving as our executive officers, excluding Deepak Chopra, who is described above under “Proposal 1—Election of Directors”:
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, the University of California, Los Angeles
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Executive Compensation
Ajay Mehra
Executive Vice President and President, Cargo Scanning Solutions
since November 2002
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, Cargo Scanning Solutions (November 2002 to present)

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 Arts 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
Mal Maginnis
President of Rapiscan Detection
July 2017 to September 30, 2022
CAREER HIGHLIGHTS
Mr. Maginnis has more than 35 years in the defense, security, safety and technology industries, and is an experienced senior executive of technology-based businesses.
OSI SYSTEMS, INC.

President of Rapiscan Detection (July 2017 to September 30, 2022, when he retired)
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.
SMITHS DETECTION, based in London

President (2011 to 2014)

Held a series of senior positions at Smiths Detection including President, Head of Technology, Programs and Products
Earlier, Mr. Maginnis was the head of the largest business unit managing the global military and emergency responder business
EDUCATION

Graduate, UK Command Staff College

Bachelor of Arts (Hons) degree, in History and Government, the Faculty of Military Studies University of New South Wales
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Executive Compensation
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 30 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, California State University, Northridge
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Executive Compensation
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, California State University, Northridge
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Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis describes our compensation philosophy, objectives and processes, including the methodology for determining executive compensation for our Named Executive Officers. For additional information, please refer to the more detailed compensation disclosures beginning with and following the “Summary Compensation Table” contained in this Proxy Statement.
ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION AND STOCKHOLDER COMMUNICATIONS
We maintain open lines of communication with our stockholders, and senior management routinely interacts with our stockholders on a number of matters, including executive compensation, in order to better understand their opinions and to obtain their feedback. Further, the Compensation Committee considers the outcome of our annual say on pay vote when making decisions regarding our executive compensation program. At our 2021 annual meeting, 84% of the votes cast on the advisory vote on the compensation of our Named Executive Officers were in favor of our executive compensation policies. Considering the level of support of our stockholders of our compensation program, our Compensation Committee determined to continue to apply the same approach with respect to compensation policies and decisions for fiscal 2022.
At the upcoming Annual Meeting, we will again hold an annual advisory vote to approve executive compensation. We will continue to engage with our stockholders throughout the year, and the Compensation Committee will consider the results from this year’s and future advisory votes on executive compensation, as well as any feedback received from stockholders.
GOVERNANCE HIGHLIGHTS
We are committed to having strong governance practices with respect to our compensation programs, practices and procedures. We believe that these practices reinforce our emphasis on tying executive compensation to performance. The following chart highlights some of our governance practices with respect to executive compensation:
WHAT WE DO
WHAT WE DO NOT DO
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Use 100% performance-based vesting for Named Executive Officer equity awards
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Have formulaic performance-based annual incentives
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Maintain a robust clawback policy
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Maintain share ownership and retention guidelines for executives and directors
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Conduct an annual say on pay vote
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Maintain open lines of communication with stockholders
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No excise tax gross-ups upon a change in control
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No hedging, pledging, or speculative transactions are permitted by executives and directors
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No re-pricing of underwater stock options
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No stock option grants with an exercise price less than fair market value
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No “single trigger” severance payments owing solely on account of the occurrence of a change in control event
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Executive Compensation
EXECUTIVE COMPENSATION SUMMARY
Fiscal 2022 Performance
During fiscal 2022, we performed well, delivering excellent financial and operational results, while managing COVID-19 related challenges. Throughout this unprecedented time, we continued to deliver on commitments to our customers and partners while ensuring the continued safety of our employees. Highlights include:

Delivered record revenues and record adjusted earnings per share;

Achieved strong bookings and concluded the year with a record year-end backlog;

Expanded our operating margin;

Completed two strategic acquisitions;

Refinanced our credit facility at industry-leading terms; and

Completed the sale / leaseback of our corporate headquarters at very favorable pricing.
Leverage Business Infrastructure
Even as we launched new products, entered new markets, and invested substantial amounts in R&D, we actively leveraged our business infrastructure and maintained intelligent cost management.
Growth in Markets and Opportunities
In fiscal 2022, we continued to expand our addressable markets through new product introductions and targeting of markets that did not previously represent a significant source of revenues. This dynamic approach has served, and we believe it will continue to serve, to sustain growth over the long term. Some of our key achievements during fiscal 2022 include the following:
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Completed two acquisitions in our Security division that expanded our product portfolio and geographic reach.
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Progressed significantly in our R&D programs for the development of new products and technologies.
Building a Foundation for the Future
We continue to make significant targeted investments in R&D and acquisitions. In fiscal 2022, we completed two strategic acquisitions in our Security division. We believe that these types of acquisitions and investments, as well as other product development programs that are currently underway, will result in enhanced business outcomes for years to come.
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Executive Compensation
ROLE OF THE COMPENSATION COMMITTEE
Our Board appoints members to the Compensation Committee. Each member of the Compensation Committee is independent within the meaning of the rules and regulations of the SEC and the Listing Standards, as currently in effect. The Compensation Committee is responsible for establishing and approving all compensation for our Named Executive Officers, including base salaries, annual incentives, long-term equity incentive compensation, benefits and perquisites, and other compensation. The Compensation Committee may delegate certain of its responsibilities to a subcommittee, to individuals or to others.
Compensation for each of our Named Executive Officers (other than our Chief Executive Officer) is recommended to the Compensation Committee by our Chief Executive Officer. Compensation for our Chief Executive Officer is established by the Compensation Committee on its own.
The Compensation Committee has designed an executive compensation program that is focused on the attainment of consistent, long-term stockholder returns through:
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aligning executive incentives with both single-year and multi-year performance
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attracting and retaining executives with capabilities to lead the Company to excel in a competitive landscape
This structure is designed to emphasize pay for performance while simultaneously mitigating risk exposure.
EXECUTIVE COMPENSATION PROGRAM ELEMENTS
The particular elements of the compensation program for our Named Executive Officers consist of both fixed compensation and variable compensation. Consistent with our pay-for-performance philosophy, we structure our compensation program such that fixed compensation is a relatively small percentage of total compensation whereas variable compensation comprises a significant percentage of total compensation. The Compensation Committee takes risk into account when establishing the compensation program and believes that the current structure appropriately balances risk and the desire to focus executives on specific annual and long-term goals while not encouraging unnecessary or excessive risk taking.
The following is an overview of the elements of our compensation and benefits programs for fiscal 2022:
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 Named Executive Officers.
Long-Term
LONG-TERM INCENTIVES
The fiscal 2022 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, and other equivalent international plans.
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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Executive Compensation
In fiscal 2022, fixed compensation comprised approximately 13% to 48% and variable compensation comprised approximately 52% to 87% of each Named Executive Officer’s total compensation. Average variable compensation for the Named Executive Officers represented 83% of total compensation.
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Fixed Compensation
Fixed compensation is intended to compensate our Named Executive Officers for their ongoing responsibilities and consists of base salary. Base salary is set to attract and retain executive talent. Base salaries for our Named Executive Officers are established at levels considered appropriate in light of the duties and scope of responsibilities of each executive officer’s position and the experience the individual brings to the position. Salaries are reviewed periodically, typically on an annual basis.
The Compensation Committee takes a conservative approach with respect to base salary increases. In determining whether base salary levels for fiscal year 2022 were appropriate, the Compensation Committee considered the minimum base salary amount provided for in the Named Executive Officer’s employment agreement, as well as a determination of each Named Executive Officer’s responsibilities, past performance, and expected future contributions.
Variable Compensation
Variable compensation provides our Named Executive Officers with the opportunity for substantial rewards for achieving successful performance and contributing toward sustainable and consistent stockholder returns and consists principally of annual incentive awards and long-term incentive compensation.
Annual Incentive Awards
For fiscal year 2022, all corporate Named Executive Officers (CEO, CFO and General Counsel) were eligible for an annual incentive pursuant to our annual incentive program with a target incentive opportunity equal to 100% of salary and a maximum incentive opportunity equal to 200% of salary for our CEO, 150% of salary for our CFO and 135% of salary for our General Counsel. Annual incentives under this program are designed to focus our participating Named Executive Officers on annual operating achievement and near-term success. Annual incentives are calculated based on a formula tied to adjusted return on equity (“AROE”) metrics, and goals were increased from the prior fiscal year, as follows:
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Executive Compensation
ADJUSTED RETURN ON EQUITY (AROE)
% OF BASE SALARY EARNED
<15.0% 0%
16.0% 25%
17.0% 50%
18.25% 75%
20.0% 100%
20.5% 135%
21.25% 150%
21.85% 175%
≥22.25% 200%
The Compensation Committee considers AROE to be an effective annual performance measure for assessing the Company’s efficient use of capital and return to stockholders. The AROE targets were designed to be challenging yet achievable with significant effort and management skill and were established in order to provide the executives sufficient incentive to create long-term stockholder value while at the same time ensuring appropriate risk management. For fiscal 2022, we achieved 22.0% AROE. See the “Non-equity Incentive Plan Compensation” column of the Summary Compensation Table.
Mr. Maginnis, President, Rapiscan Detection, was eligible to receive a bonus based upon the sales and operating income of Rapiscan. For fiscal year 2022, Mr. Maginnis was awarded a cash bonus of $50,000, which is set forth in the “Non-equity Incentive Plan Compensation” column of the Summary Compensation Table.
Mr. Mehra, President, Cargo Scanning and Solutions, participates in an incentive program tied to the performance of our cargo scanning and solutions business (the “Cargo Incentive Program”). Incentives under the Cargo Incentive Program are awarded based on the operating income of our cargo scanning and solutions business. For fiscal year 2022 performance, Mr. Mehra was awarded a cash bonus of $1,962,000 under this program. The fiscal 2022 award is included in the “Non-equity Incentive Plan Compensation” column of the Summary Compensation Table.
Long-Term Incentive Program
In order to further promote our philosophy of pay-for-performance and furthering our objective of aligning our executive compensation with our long-term financial goals and factors that create long-term stockholder value as well as incentivizing the desired individual performance of each Named Executive Officer, we have a long-term incentive program.
The grants to our Named Executive Officers during fiscal 2022 were performance-based in their entirety. The Compensation Committee believes that this vesting structure provides an incentive for our Named Executive Officers to remain with the Company and also focus the Named Executive Officers on consistently achieving corporate performance and business objectives for the benefit of our stockholders.
Our overall long-term incentive program is designed to retain our Named Executive Officers and to align the interests of our Named Executive Officers with the long-term interests of our stockholders, namely the achievement of sustainable, long-term stock price appreciation. All equity awards are made at fair market value on the date of grant (which is the date on which the Compensation Committee authorizes the grant). Under our equity incentive plan as in effect on the date of grant, fair market value is determined by the closing price of our Common Stock on such dates.
The Compensation Committee has established a three-year program for long-term performance-based incentive grants to our Named Executive Officers. The program provides for yearly initial grants of equity. Each award is 100% performance based and vests based on the level of performance achieved for the following metrics: compound annual revenue growth and compound annual operating income growth.
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Executive Compensation
The Compensation Committee considers compound annual growth revenue and operating income metrics to be effective long-term performance measures for assessing the Company’s performance over multiple years. The targets are designed to be challenging yet achievable with significant effort and management skill, incentivizing management to create long-term stockholder value while at the same time ensuring appropriate risk management. Revenue and operating income figures are as reported in accordance with GAAP in our annual report on Form 10-K. Compound annual growth rate is measured as compared to our fiscal year 2017 as-reported figures. As described below, the majority of the shares that can be earned under this program is based upon three-year performance, while additional shares can be earned based upon year one and year two performance.
Each initial grant would vest based upon the performance levels achieved for a three-year performance period for each metric based on the charts set forth below, which show the applicable metrics, weightings and potential vesting percentage based upon performance level achieved.
[MISSING IMAGE: tm2221499d2-pc_revenuepn.jpg]   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%
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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%
Our Named Executive Officers also have the opportunity to earn additional shares for each annual performance period within the three-year performance period if certain performance levels are achieved based on the charts set forth below.
[MISSING IMAGE: tm2221499d2-pc_revenuepn.jpg]   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%
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Executive Compensation
[MISSING IMAGE: tm2221499d2-pc_operatepn.jpg]   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%
Our Chief Executive Officer has the potential to earn additional shares under the compound annual operating income growth metric in accordance with the chart below. 90% of any additional shares earned under the program will vest on the date such shares are granted, and 10% will vest on the one-year anniversary of the date such shares are granted.
[MISSING IMAGE: tm2221499d2-pc_operatepn.jpg]   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%
In the event of a change of control, the initial grant would vest upon the change of control; performance for any annual periods remaining in association with a particular grant will be assumed to be achieved at the maximum payout levels for the purposes of awarding additional incentive shares or units in connection with the change of control.
Our compound annual revenue growth for fiscal year 2022 was 4.25%, and our compound annual operating income growth for fiscal year 2022 was 15.2%. Therefore, our executive officers earned additional shares as follows: Mr. Chopra: 129,014 shares; Mr. Edrick, 25,564 shares; Mr. Mehra, 7,838 shares; Mr. Sze, 21,950 shares; and Mr. Maginnis, 1,699 shares.
The Compensation Committee determines, after consultation with our Chief Executive Officer, the target number of equity awards to grant to our Named Executive Officers. The grant amounts for our Chief Executive Officer are determined solely by the Compensation Committee. The Compensation Committee considers individual performance, including the following quantitative and qualitative factors, as well as overall corporate performance.
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Executive Compensation
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
For fiscal year 2022 performance share calculation purposes, our Chief Executive Officer, Chief Financial Officer, General Counsel, and President of our Cargo Scanning and Solutions Business were measured against consolidated Company performance, and the President of Rapiscan Detection had his performance results weighted 70% based on division performance and 30% based on consolidated Company performance.
Benefits and Perquisites
Benefits and perquisites are designed to attract and retain key employees. Currently, our Named Executive Officers are eligible to participate in benefit plans available to all employees, including our:

401(k) Plan,

Employee Stock Purchase Plan,

medical, dental, and vision health insurance plans, and

life and long-term disability insurance plans.
The 401(k) Plan, Employee Stock Purchase Plan and the medical, dental and vision plans require each participant to pay a contributory amount. We have elected to pay amounts contributed to medical, dental and vision health insurance plans and life and long-term disability insurance plans on behalf of our Named Executive Officers. In addition, we maintain an executive medical reimbursement plan under which our Named Executive Officers receive reimbursement for out-of-pocket expenses not covered by their health insurance plans. Employee individual plan contributions are subject to the maximum contribution allowed by the Internal Revenue Code. We lease automobiles for or provide an auto allowance to certain of our Named Executive Officers.
We maintain a Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”) that is unfunded for federal tax purposes and allows certain of our Named Executive Officers and a select group of other managers or highly compensated employees (as designated by the Compensation Committee) to defer a specified percentage of certain compensation, including salary, bonuses and commissions. Distributions may be made in a lump sum (or in installments if elected in accordance with the terms of the Deferred Compensation Plan) upon termination of employment, disability, a specified withdrawal date or death. Additional information about this plan is summarized below under the heading “Nonqualified Deferred Compensation.”
We also maintain a Nonqualified Defined Benefit Plan (the “Defined Benefit Plan”) that is unfunded for federal tax purposes and that constitutes an unsecured promise by the Company to make payments to participants in the future following their retirement, termination in connection with a change in control of the Company, or their death or disability. Under the terms of the Defined Benefit Plan, a committee designated by the Board may select participants from among our Named Executive Officers and a select group of managers or other highly compensated employees. Currently, Mr. Chopra is the only participant in this plan. Additional information about this plan is summarized below under the heading “Pension Benefits.”
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Executive Compensation
Total Compensation Mix
While the Compensation Committee does not apply a predetermined or mathematical weighting to determine the fixed and variable elements of compensation, the Compensation Committee believes that the elements described above provide a well-proportioned mix of equity based, at risk or performance-based compensation, and retention-based compensation that produces short-term and long-term incentives and rewards. We believe this compensation mix provides our Named Executive Officers a measure of security as to the minimum levels of compensation that they are eligible to receive, while motivating the Named Executive Officers to focus on the business measures that will produce a high level of corporate performance, as well as reducing the risk of recruitment of highly qualified executive talent by our competitors. The mix of annual incentives and the equity-based awards likewise provides an appropriate balance between short-term financial performance and long-term financial and stock performance. We believe that this compensation mix results in a pay-for-performance orientation that is aligned with our compensation philosophy, which takes into account individual, group and Company performance.
BASES FOR OUR COMPENSATION POLICIES AND DECISIONS
In determining compensation awarded to our Named Executive Officers for fiscal 2022, the Compensation Committee performed a review of both overall and relative individual Named Executive Officer and corporate performance based on the qualitative and quantitative factors described in the table below. The factors considered did not have any predetermined or mathematical weighting; rather, the Compensation Committee considered the overall performance of each executive, considering the factors, and including consideration of unplanned events and issues emerging during the fiscal year. Each factor was evaluated and taken into consideration in the Compensation Committee’s overall determination of each Named Executive Officer’s total compensation package, including both the amount of compensation as well as allocation of such compensation between short-term and long-term components.
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
The Compensation Committee’s review included evaluating the compensation of the Named Executive Officers in light of information regarding the compensation practices and corporate financial performance of other companies. In making its determinations, the Compensation Committee reviewed information summarizing the compensation paid at peer group companies and more broad-based compensation surveys. The companies in the fiscal 2022 peer group were developed based on similarity in size and operations within the industries in which we operate as follows:
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Executive Compensation
FISCAL 2022 PEER GROUP

AAR Corp.

Haemonetics

Kaman Corporation

Netgear

Aerojet Rocketdyne Holdings, Inc.

Hexcel Corporation

Knowles Corp.

NetScout Systems, Inc.

Avanos Medical

Infinera Corporation

Lumentum Holdings Inc.

Varex Imaging Corp.

Cognex Corporation

Invacare

Masimo Corporation

Viasat, Inc.

Extreme Networks, Inc.

IPG Photonics

Methode Electronics, Inc.

Viavi Solutions Inc.

F5

Itron, Inc.

National Instruments Corporation

Vishay Intertechnology, Inc.
The peer companies were selected based on a set of established criteria intended to select companies that are:

similar in size,

operate in similar end markets, proportional to our principal lines of business, and

compete with us for executive talent.
Companies were selected from the following industries, based on a range of comparable financial metrics:

aerospace and defense,

communications equipment,

electronic equipment instruments, and components, and

healthcare equipment and supplies industries.
In connection with executive compensation decisions for fiscal 2022, the Compensation Committee engaged independent compensation consulting firm, Pearl Meyer. The Compensation Committee also considered compensation levels and practices for executives holding comparable positions and adjustments based on the cost of living in certain geographic areas. This review further assisted the Compensation Committee in determining the appropriate level and mix of compensation for each Named Executive Officer. In connection with its review, the Compensation Committee also considered that certain Named Executive Officers were located in the high cost of living area in the geographic location of our Company headquarters.
While the Compensation Committee did not engage in formal benchmarking with pre-established targets, the Compensation Committee reviewed our actual performance taken as a whole, as well as our performance relative to our peer group and established compensation levels at the competitive level that it believed most appropriately corresponded to our comparative performance.
The Compensation Committee believes that the fixed component of compensation is designed to compensate each Named Executive Officer based on the duties and scope of responsibilities of his position and the experience he brings to the position. Consistent with the Company’s pay-for-performance philosophy, the variable component of compensation, in the form of annual incentives and performance-based equity grants comprised a significant portion of total compensation.
The Compensation Committee’s compensation decisions are designed to encourage performance that enhances long-term stockholder value. The Compensation Committee believes that attracting and retaining executive talent capable of achieving our long-term, strategic objectives is the best way to align executive compensation decisions with the interests of stockholders. The Compensation Committee also believes that meeting financial targets as well as near-term strategic goals demonstrates whether an executive is on track to accomplish longer-term objectives.
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Executive Compensation
COMPENSATION POLICIES AND PRACTICES
Minimum Equity Ownership and Retention Guidelines
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.
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We believe that this multiple constitutes significant amounts for our executive officers and provides a substantial link between the interests of our executive officers and those of our stockholders. Executive officers have five years from the date of appointment to attain such ownership levels. During such time that an executive officer has not attained the share ownership guideline, such officer is required to retain at least 50% of the shares acquired upon exercise of options or vesting of restricted stock awards or units, net of amounts required to pay taxes and exercise price. We periodically review our minimum equity ownership guidelines. For purposes of meeting the ownership requirements, unvested restricted stock and RSUs are counted, but unearned performance awards and unexercised stock options are not. Each of our Named Executive Officers meets or exceeds our minimum equity ownership guidelines.
Clawback Policy
We have adopted a clawback policy. The policy provides that if an accounting restatement is required due to our material non-compliance with any accounting requirements, then we will seek to recover any excess in the cash and equity incentive compensation earned by all of our executive officers, regardless of whether they were at fault or not in the circumstances leading to the restatement, over the prior three years over what they would have earned if there had not been a material non-compliance in the financial statements. Each Named Executive Officer’s employment agreement also contains a clawback provision.
Policy Prohibiting the Hedging or Pledging of Company Stock
We have adopted a policy that prohibits our employees and directors from entering into any transaction that is designed to hedge or offset any decrease in the market value of our Common Stock or other equity securities. Our Board has determined that transactions in mutual funds or other similar type investment vehicles that contain less than 50% Company stock at the time of an employee’s or director’s initial investment is not considered a hedge for purposes of our policy. We have also adopted a policy that prohibits our executive officers and directors from holding Company stock or other equity securities in margin accounts or pledging Company stock or other equity securities as collateral for a loan. As of the date of this Proxy Statement, no shares of Company stock are pledged by any Named Executive Officer or director.
EMPLOYMENT AGREEMENTS
We have entered into employment agreements with Messrs. Chopra, Edrick, Mehra, and Sze. The terms of each of such agreements or arrangements are summarized below under the heading “Employment Agreements.” These types of arrangements are used to retain executives and formalize the terms of the executives’ employment.
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Executive Compensation
TAX CONSIDERATIONS
The Compensation Committee considers applicable tax laws in structuring and modifying its compensation arrangements and employee benefit plans. Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a publicly held company can deduct in any tax year on compensation paid to “covered employees.” While the Compensation Committee considers tax deductibility as one of many factors in determining executive compensation, the Compensation Committee will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not tax deductible.
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EXECUTIVE COMPENSATION
COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation for our principal executive officer, principal financial officer, and our three highest paid executive officers serving as executive officers on June 30, 2022 (the “Named Executive Officers”) for the fiscal years ended June 30, 2022, 2021, and 2020:
NAME AND
PRINCIPAL POSITION
YEAR
SALARY
($)
BONUS
($)
STOCK
AWARDS(1)
($)
OPTION
AWARDS
($)
NON-EQUITY
INCENTIVE PLAN
COMPENSATION(2)
($)
CHANGE IN
PENSION VALUE
AND
NONQUALIFIED
DEFERRED
COMPENSATION
EARNINGS(3)
($)
ALL OTHER
COMPENSATION(5)(6)(7)
($)
TOTAL
($)
Deepak Chopra
Chairman, President and Chief Executive Officer
2022 995,000 4,833,148 1,741,250 1,954,741 130,219 9,654,358
2021 901,875 4,833,177 1,950,000 1,754,124 128,441 9,567,617
2020 952,500 4,833,183 1,950,000 1,769,718 131,054 9,636,455