Osi Systems Inc DEF 14A, filed Oct 27, 2023

Osi Systems Inc (OSIS)

DEF 14A 2023-10-27 For: 2023-12-12

View Original

Added on June 12, 2026

About this DEF 14A

Osi Systems Inc filed this DEF 14A on October 27, 2023.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


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


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.

	1			PROXY SUMMARY
	1			Meeting Agenda
	2			Environmental, Social and Governance Initiatives
	5			PROPOSAL 1—ELECTION OF DIRECTORS
	5			Required Vote
	6			Current Directors
	10			Relationships among Directors or Executive Officers
	11			Director Compensation
	13			CORPORATE GOVERNANCE
	13			Board Role in Risk Oversight
	13			Board Leadership Structure and Lead Independent Director
	14			Commitment to Diversity
	15			Board Meetings, Independence and Committees of the Board
	18			Annual Meeting Attendance
	18			Director Nomination Process
	18			Compensation Committee Interlocks and Insider Participation
	19			Stockholder Communications
	19			Certain Relationships and Related Transactions
	20			PROPOSAL 2—RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	20			Required Vote
	21			Audit Fees
	21			Audit Committee’s Pre-Approval Policy
	21			Independence
	22			REPORT OF THE AUDIT COMMITTEE
	23			PROPOSAL 3—APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED OSI SYSTEMS, INC. 2012 INCENTIVE AWARD PLAN
	31			Required Vote
	32			PROPOSAL 4—ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
	32			Summary
	35			Required Vote
	36			PROPOSAL 5—ADVISORY VOTE ON THE DETERMINATION OF THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION
	37			Vote Required

	38			EXECUTIVE COMPENSATION
	38			Executive Officers
	41			Compensation Discussion and Analysis
	53			Compensation Tables
	53			Summary Compensation Table
	55			Grants of Plan-Based Awards Table
	56			Outstanding Equity Awards at Fiscal Year-End
	57			Option Exercises and Stock Vested Table
	57			Pay Ratio
	58			Pay versus Performance
	61			Pension Benefits
	61			Nonqualified Deferred Compensation
	62			Employment Agreements
	66			Potential Payment Upon Termination of Employment or Change in Control
	68			Compensation Committee Report
	69			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
	69			More than 5% Stockholders
	70			Directors and Executive Officers
	71			Section 16(a) Beneficial Ownership Reporting Compliance
	71			Equity Compensation Plan Information
	72			INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
	72			General Information
	72			Notice of Internet Availability of Proxy Materials
	72			Voting Procedures
	73			Record Date, Share Ownership and Quorum
	73			Abstentions and Broker Non-Votes
	74			Proposals, Board Voting Recommendations and Votes Required
	74			Solicitation of Proxies
	75			ADDITIONAL INFORMATION
	75			Availability of Annual Report on Form 10-K
	75			Householding of Proxy Materials
	75			Stockholder Proposals
	76			Incorporation by Reference
	76			Other Business
	A-1			APPENDIX A—AMENDMENT TO AMENDED AND RESTATED OSI SYSTEMS, INC. 2012 INCENTIVE AWARD PLAN

	▪ Deepak Chopra			▪ Kelli Bernard			▪ James B. Hawkins
	▪ William F. Ballhaus			▪ Gerald Chizever			▪ Meyer Luskin

	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 12, 2023
	This Proxy Notice, the accompanying Proxy Statement and Annual Report on Form 10-K for the fiscal year ended June 30, 2023 are available at http://www.proxyvote.com.

				Enroll online by following the instructions at www.proxyvote.com
				Scan the QR code to vote using your mobile device, sign up for e-delivery or download annual meeting materials

					View our Corporate Governance Guidelines at:
								https://investors.osi-systems.com/investor-relations/company-information/ corporate-governance

		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.

NAME	AGE	POSITION	DIRECTOR SINCE
Deepak Chopra	72	Chairman of the Board, Chief Executive Officer and President	1987
William F. Ballhaus(1)(2)(5)	78	Director	2010
Kelli Bernard(3)(4)	54	Director	2019
Gerald Chizever(4)(5)	79	Director	2016
James B. Hawkins(1)(2)(3)(5)	67	Director	2015
Meyer Luskin(1)(2)(3)(4)	98	Director	1990

	Deepak Chopra			Chairman of the Board since 1992 Director since 1987
	BOARD COMMITTEES ▪ None			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.

	William F. Ballhaus, Jr.			Lead Independent Director Director since May 2010
	BOARD COMMITTEES ▪ Audit ▪ Compensation and Benefits ▪ Technology (Chair)			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 ▪ Nominating and Governance ▪ Risk Management (Co-Chair)			CAREER HIGHLIGHTS Ms. Bernard is currently the Managing Partner for the Los Angeles office of Lighthouse Public Affairs, a public affairs consultancy in California. Prior to this role, from June 2016 to December 2021, Ms. Bernard has served as an Executive Vice President and National Cities Leader for AECOM, a fully integrated global infrastructure firm. Prior to joining AECOM, from July 2013 through June 2016, Ms. Bernard was Deputy Mayor of Economic Development for Los Angeles Mayor Eric Garcetti. Ms. Bernard is the current vice chair of Homeboy Industries.			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.

	Gerald Chizever			Independent Director Director since October 2016
	BOARD COMMITTEES ▪ Risk Management (Co-Chair) ▪ Technology			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.

	James B. Hawkins			Independent Director Director since December 2015
	BOARD COMMITTEES ▪ Audit (Chair) ▪ Compensation and Benefits ▪ Nominating and Governance ▪ Technology OTHER CURRENT PUBLIC COMPANY BOARDS ▪ Iradimed (Nasdaq: IRMD)			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.

	Annual Cash Retainer ($)		RSU Grant ($)
Board Service Retainer		60,000		150,000
Lead Director Additional Retainer		35,000		25,000
Committee Chair Additional Retainer
Audit		30,000		35,000
Compensation Committee		30,000		35,000
Technology Committee		15,000		35,000
Risk Management Committee		15,000		—

NAME	FEES EARNED OR PAID IN CASH ($)		STOCK AWARDS(2) ($)		TOTAL ($)
William F. Ballhaus		167,500		225,019		392,519
Kelli Bernard		98,000		174,976		272,976
Gerald Chizever		123,000		199,998		322,998
Steven C. Good(3)		160,000		209,989		369,989
James B. Hawkins		144,000		212,547		356,547
Meyer Luskin		135,500		209,989		345,489

	Meyer Luskin			Independent Director Director since February 1990
	BOARD COMMITTEES ▪ Audit ▪ Compensation and Benefits (Chair) ▪ Nominating and Governance (Chair) ▪ Risk Management			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.

GENDER	FEMALE		MALE		NON-BINARY		DID NOT DISCLOSE
Directors		1		5		0		0
NUMBER OF DIRECTORS WHO IDENTIFY IN ANY OF THE CATEGORIES BELOW
African American or Black		1		0		0		—
Alaskan Native or Native American		0		0		0		—
Asian (other than South Asian)		0		0		0		—
South Asian		0		1		0		—
Hispanic or Latinx		0		0		0		—
Native Hawaiian or Pacific Islander		0		0		0		—
White		0		4		0		—
Two or more races or ethnicities		0		0		0		—
LGBTQ+		0		0		0		—

	DEMOGRAPHIC INFORMATION OF EMPLOYEE POPULATION
	As of September 30, 2023, 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.

	Audit Committee			All members of the Audit Committee are independent directors			Meetings held during the fiscal year ended June 30, 2023:			4
	COMMITTEE MEMBERS ▪ James B. Hawkins (Chair) ▪ William F. Ballhaus ▪ Meyer Luskin FINANCIAL EXPERT The Board has determined that, based upon his work experience, Mr. Hawkins qualifies as an “Audit Committee Financial Expert” as this term has been defined under the rules and regulations of the SEC. Information regarding Mr. Hawkins’ work experience is set forth above under “Proposal 1—Election of Directors.” To date, no determination has been made as to whether the other members of the Audit Committee also qualify as Audit Committee Financial Experts.			COMMITTEE COMPLIANCE We have a separately designated, standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All members of the Audit Committee are independent, as independence for audit committee members is defined in Rule 10A-3(b)(1) under the Exchange Act and the Listing Standards applicable to our Company. KEY RESPONSIBILITIES The Audit Committee: ▪ makes recommendations for selection of our independent public accountants,			▪ reviews with the independent public accountants the plans and results of the audit engagement, ▪ approves professional services provided by the independent public accountants, ▪ reviews the independence of the independent public accountants, ▪ considers the range of audit and any non-audit fees, and ▪ reviews our financial statements and the adequacy of our internal accounting controls and financial management practices. REPORT OF THE AUDIT COMMITTEE The Report of the Audit Committee is on page 22 of this Proxy Statement.

	Compensation Committee			All members of the Compensation Committee are independent directors			Meetings held during the fiscal year ended June 30, 2023:			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 68 of this Proxy Statement.

	Nominating and Governance Committee			All members of the Nominating and Governance Committee are independent directors			Meetings held during the fiscal year ended June 30, 2023:			1
	COMMITTEE MEMBERS ▪ Meyer Luskin (Chair) ▪ Kelli Bernard ▪ James B. Hawkins			KEY RESPONSIBILITIES The Nominating and Governance Committee is responsible for: ▪ evaluating nominations for new members of the Board. CONSIDERATION OF DIRECTOR CANDIDATES The Nominating and Governance Committee will consider director candidates based upon their: ▪ business and financial experience, ▪ personal characteristics, ▪ expertise that is complementary to the background and experience of other Board members, ▪ diversity,			▪ willingness to devote the required amount of time to carrying out the duties and responsibilities of membership on the Board, ▪ willingness to objectively appraise management performance, and ▪ any such other qualifications the Nominating and Governance Committee deems necessary to ascertain the candidate’s ability to serve on the Board. The Nominating and Governance Committee has sought to identify director nominees that have diverse professional and educational backgrounds that are believed to complement the skills offered by existing Board members.

	Risk Management Committee			All members of the Risk Management Committee are independent directors			Meetings held during the fiscal year ended June 30, 2023:			3
	COMMITTEE MEMBERS ▪ Kelli Bernard (Co-Chair) ▪ Gerald Chizever (Co-Chair) ▪ Meyer Luskin			KEY RESPONSIBILITIES The Risk Management Committee is responsible for overseeing and monitoring our key enterprise risks, including: ▪ strategic, ▪ operational, ▪ legal/regulatory ▪ compliance, 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, 2023:			4
	COMMITTEE MEMBERS ▪ William F. Ballhaus (Chair) ▪ Gerald Chizever ▪ James B. Hawkins			KEY RESPONSIBILITIES The Technology Committee is responsible for: ▪ evaluating and making recommendations to the Board regarding technology-based matters.

		What am I voting on and how should I vote?			You are being asked to ratify the appointment of Grant Thornton LLP as the company’s independent registered public accounting firm for the year ending June 30, 2024. Although our governing documents do not require us to submit this matter to stockholders, the Board believes that asking stockholders to ratify the appointment of Grant Thornton LLP is consistent with best practices in corporate governance.
					We believe that Grant Thornton LLP is sufficiently qualified to conduct their duties as independent auditor.

NAME	FY2023 ($ IN THOUSANDS)
Audit fees(1)		1,645
Audit-related fees(2)		—
Tax fees(3)		—
All other fees(4)		—
Total		1,645

NAME	FY2022 ($ IN THOUSANDS)		FY2023 ($ IN THOUSANDS)
Audit fees(1)		1,883		193
Audit-related fees(2)		17		24
Tax fees(3)		—		—
All other fees(4)		—		—
Total		1,900		217

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, 2023 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with Grant Thornton, the Company’s independent auditors, the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence and has discussed with the independent auditors the independent auditors’ independence.
Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, for filing with the SEC.
AUDIT COMMITTEE
James B. Hawkins, Chair	William F. Ballhaus	Meyer Luskin

		What am I voting on and how should I vote?			We are providing our stockholders an opportunity to indicate whether they approve of an Amendment to our Amended and Restated OSI Systems, Inc. 2012 Incentive Award Plan.
					We believe that adopting the Amendment is in our best interest in light of our growth and the continuing need to provide equity-based incentives to attract and retain the most qualified personnel. Accordingly, stockholders are being asked to vote FOR the approval of the Amendment.

	NUMBER OF
	Options outstanding			78,925
	Weighted average exercise price of outstanding options			$87.01
	Weighted average remaining term of outstanding options			6.9 years
	RSUs outstanding			397,311
	Shares available for grant			185,744
	Common stock outstanding			16,987,842

NAME AND POSITION	STOCK OPTION GRANTS (#)		RESTRICTED STOCK UNITS(1) (#)		RESTRICTED STOCK AWARDS (#)
NAMED EXECUTIVE OFFICERS
Deepak Chopra		—		562,161		—
Alan Edrick		—		227,915		—
Ajay Mehra		—		145,875		—
Victor Sze		—		188,132		—
Manoocher Mansouri		—		39,417		—
All current executive officers, as a group		—		1,185,711		—
All current non-employee directors, as a group		—		101,729		—
CURRENT DIRECTOR NOMINEES
Meyer Luskin		—		34,977		—
William Ballhaus		—		27,839		—
James Hawkins		—		16,840		—
Gerald Chizever				14,916
Kelli Bernard		—		7,157		—
Each associate of any such directors, executive officers or nominees		—		—		—
Each other person who received or is to receive 5% of such options or rights		—		—		—
All employees, including all current officers who are not executive officers, as a group		316,158		578,824		—

		What am I voting on and how should I vote?			We are providing our stockholders an opportunity to indicate whether they approve of our Named Executive Officer compensation as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion in this Proxy Statement. This proposal is required pursuant to Section 14A of the Exchange Act.
					Although this vote is advisory and is not binding on the Company, the Compensation Committee of the Board will take into account the outcome of the vote when considering future executive compensation decisions.
					We believe that our compensation philosophy and practices are centered on pay-for-performance principles, designed to retain key executives and reward company performance, and strongly aligned with stockholder interests. Accordingly, stockholders are being asked to vote FOR the below resolution.

		1							2							3							4
		100% of Named Executive Officer equity awards for fiscal 2023 were performance-based and tied to measurable pre-established targets.							In light of recent strong performance, we increased our target for our annual incentive program over both the prior year’s target and the prior year’s actual performance.							We are committed to having strong governance standards and continue to take steps to further this commitment.							We value the opinions and feedback we receive from, and we continue to engage with, our stockholders, and our executive compensation program directly reflects our stockholders’ input.

		What am I voting on and how should I vote?			We are providing our stockholders an opportunity to indicate their preferred frequency with which we hold the advisory vote on the compensation of our Named Executive Officers.
					As a stockholder, you have the choice to vote for one of the following choices: every year, every two years or every three years, or you may abstain from voting.
					Our Board believes an advisory vote for ONE YEAR is appropriate because it will enable our stockholders to vote on the most recent executive compensation information that is represented in our Proxy Statement, leading to more meaningful and timely communication between us and our stockholders on executive compensation matters.

NAME	AGE	POSITION	JOINED COMPANY IN
Deepak Chopra*	72	Chairman of the Board, Chief Executive Officer and President	1987
Alan Edrick*	55	Executive Vice President and Chief Financial Officer	2006
Ajay Mehra*	61	Executive Vice President and President, Cargo Scanning and Solutions	1989
Victor Sze*	56	Executive Vice President, General Counsel and Secretary	2002
Shalabh Chandra	58	President of Healthcare Division	2019
Manoocher Mansouri*	67	President of Optoelectronics and Manufacturing Division	1982
Paul Morben	62	President of OSI Electronics	1983
Glenn Grindstaff	61	Senior Vice President and Chief Human Resources Officer	2020

	Stockholder Concern Expressed			Company Response/Action Taken
	Annual incentive program performance target should be increased			Increased performance target for fiscal year 2023 not only above prior-year target but also increased target above prior-year actual performance.
	No further CEO pension increases			No CEO pension increases in fiscal year 2023.
	Maximum payout for CEO under the long-term incentive program should be reduced			Reduced both the value of the initial RSU grant by 17% and the maximum percentage payout for the CEO’s fiscal year 2024 grant under the long-term incentive program.