SCHEDULE 14A INFORMATION
[ ] | Preliminary Proxy Statement |
[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
[X] | Definitive Proxy Statement |
[ ] | Definitive Additional Materials |
[ ] | Soliciting Material under Rule 14a-12 |
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[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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11409 Valley View Road Eden Prairie, MN 55344-3617 www.nve.com |
Sincerely, | |
Daniel A. Baker | |
www.nve.com/investorEvents | www.nve.com/AnnualReports | www.YouTube.com/NveCorporation |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 1) The Company’s Proxy Statement for the |
11409 Valley View Road Eden Prairie, MN 55344-3617 www.nve.com |
Plan Category | (a) | (b) | (c) | |||
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||
Equity compensation plans approved by security holders | 21,000 | $52.85 | 147,230 | |||
Equity compensation plans not approved by security holders | - | - | - | |||
Total at March 31, 2016 | 21,000 | $52.85 | 147,230 |
(a) | (b) | (c) | ||||
Number of Securities to be Issued Upon Exercise of Outstanding Options | Weighted-Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Column (a)) | ||||
Common Stock that may be issued as of March 31, 2022 | 29,000 | $69.52 | 126,230 |
Name of Beneficial Owner | Number of Shares Beneficially Owned(1) | Percentage of Common Stock Outstanding | |||
Mairs and Power, Inc. 332 Minnesota St. W-1520, St. Paul, MN 55101 | 526,672 | (2) | 10.9 | % | |
Trigran Investments, Inc. 630 Dundee Rd., #230, Northbrook, IL 60062 | 483,594 | (3) | 10.0 | % | |
Kayne Anderson Rudnick Investment Management, LLC 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067 | 448,376 | (4) | 9.3 | % | |
Conestoga Capital Advisors LLC 259 N. Radnor Chester Rd., Suite 120, Radnor, PA 19087 | 328,627 | (5) | 6.8 | % | |
Wellington Management Group LLP 280 Congress Street, Boston, MA 02210 | 313,188 | (6) | 6.5 | % | |
BlackRock Institutional Trust Company, N.A. 400 Howard Street, San Francisco, CA 94105 | 277,855 | (7) | 5.7 | % | |
Daniel A. Baker | 81,186 | 1.7 | % | ||
Curt A. Reynders | 10,228 | * | |||
Terrence W. Glarner | 10,200 | (8) | * | ||
Patricia M. Hollister | 11,040 | (9) | * | ||
Richard W. Kramp | 2,000 | (10) | * | ||
Gary R. Maharaj | 2,000 | (10) | * | ||
All directors and named executive officers as a group (6 persons) | 116,654 | 2.4 | % |
Name of Beneficial Owner | Number of Shares Beneficially Owned(1) | Percentage of Common Stock Outstanding | |||
Kayne Anderson Rudnick Investment Management, LLC 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067 | 597,796 | (2) | 12.4 | % | |
Royce & Associates, LP 745 Fifth Avenue, New York, NY 10151 | 497,607 | (3) | 10.3 | % | |
Vanguard Group Inc. 100 Vanguard Blvd., Malvern, PA 19355 | 326,132 | (4) | 6.8 | % | |
BlackRock Inc. 55 East 52nd Street, New York, NY 10055 | 318,574 | (5) | 6.6 | % | |
Daniel A. Baker | 86,186 | (6) | 1.8 | % | |
Peter G. Eames | - | * | |||
Joseph R. Schmitz(7) | - | * | |||
Jon J. Larson(8) | - | * | |||
Curt A. Reynders(9) | - | * | |||
Patricia M. Hollister | 10,040 | (10) | * | ||
Terrence W. Glarner | 7,200 | (11) | * | ||
Richard W. Kramp | 8,000 | (12) | * | ||
James W. Bracke | 1,500 | (13) | * | ||
All directors and named executive officers as a group (nine persons) | 112,926 | 2.3 | % |
*Less than 1% | |
(1) | Includes shares held in trust, by broker, bank or nominee or other indirect means and over which the individual or member of the group has sole voting or shared voting and/or investment power. Unless otherwise noted, each individual or member of the group has sole voting and investment power with respect to the shares shown in the table above. |
(2) | Based on information contained in Schedule 13F filed with the SEC on May 16, |
(3) | Based on information contained in Schedule 13F filed with the SEC on May 5, 2022. According to a Schedule 13G filed with the SEC on January 21, 2022, various |
(4) | Based on information contained in Schedule 13F filed with the SEC on May 13, |
(5) | Based on information contained in Schedule 13F filed with the SEC on |
(6) | |
Includes | |
(7) | Mr. Schmitz was named Chief Financial Officer effective January 20, 2022. |
(8) | Mr. Larson served as Principal Financial Officer from October 1, 2021 to December 6, 2021. |
(9) | Mr. Reynders retired as Chief Financial Officer October 1, 2021. |
(10) | Includes |
Includes 6,000 shares issuable on the exercise of options that are currently exercisable. | |
(12) | Consists solely of shares issuable |
(13) | Includes 1,000 shares issuable on the exercise of options that are currently exercisable. |
1. | Any transaction in which the Company was or is to be a participant (within the meaning of Securities and Exchange Commission (SEC) Regulation S-K, Item 404(a)), and a related person (as defined in Regulation S-K Item 404(a)) has or will have a direct or indirect material interest (within the meaning of Regulation S-KItem 404(a)). |
2. | Any contract or other transaction between the Company and one or more directors of the Company, or between the Company and an organization in or of which one or more directors of the Company are directors, officers, or legal representatives or have a material financial interest within the meaning of Minnesota Statutes Section 302A.255. |
1. | The names of all parties and participants involved in the proposed transaction, including the relationship of all such parties and participants to the |
2. | The basis on which the related person is deemed |
3. | The material facts and terms of the proposed transaction. |
4. | The material facts as to the interest of the related person in the proposed transaction. |
5. | Any other information the audit committee requests concerning the proposed transaction. |
Board Skills, Experience, and Demographics (as of June 10, 2022) | ||||||||
Terrence W. Glarner | Daniel A. Baker | Patricia M. Hollister | Richard W. Kramp | James W. Bracke | ||||
Skills and Experience | ||||||||
1. | Director at other publicly-traded companies | • | • | • | • | |||
2. | Senior executive experience (e.g., CEO or CFO) at a publicly traded company | • | • | • | • | |||
3. | Experience in electronics or semiconductor industries | • | • | • | • | • | ||
4. | Experience in the medical device industry | • | • | • | • | |||
5. | Experience with corporate development, mergers, and acquisitions | • | • | • | • | • | ||
6. | Business-to-business sales management experience | • | • | • | ||||
7. | Financial expert | • | • | • | • | • | ||
8. | Cybersecurity experience | • | • | • | • | • | ||
9. | Experience aligning compensation with strategy and performance | • | • | • | • | • | ||
10. | Independent of Management | • | • | • | • | |||
Background | ||||||||
NVE Board tenure | 23 years | 21 years | 18 years | 8 years | One year | |||
Age | 79 | 64 | 62 | 76 | 75 | |||
Educational background | English; Law | Engineering; Business | Accounting | Engineering | Microbiology | |||
Demographic background | White | White | White | White | White | |||
Gender identity | Male | Male | Female | Male | Male |
Board Diversity Matrix (as of June 10, 2022) | ||||
Total Number of Directors | 5 | |||
Female | Male | Non- Binary | Did Not Disclose Gender | |
Part I: Gender Identity | ||||
Directors | 1 | 4 | - | - |
Part II: Demographic Background | ||||
African American or Black | - | - | - | - |
Alaskan Native or Native American | - | - | - | - |
Asian | - | - | - | - |
Hispanic or Latinx | - | - | - | - |
Native Hawaiian or Pacific Islander | - | - | - | - |
White | 1 | 4 | - | - |
Two or More Races or Ethnicities | - | - | - | - |
LGBTQ+ | - | |||
Did not Disclose Demographic Background | - |
Terrence W. Glarner | Daniel A. Baker | Patricia M. Hollister | Richard W. Kramp | James W. Bracke | |
Audit Committee | • | • | • | ||
Compensation Committee | • | • | • | ||
Nominating/Corporate Governance | • | • | • | • |
Patricia M. Hollister | Terrence W. Glarner |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)* | All Other Compensation ($) | Total ($) | ||||||
Terrence W. Glarner | 9,000 | - | 5,290 | - | 14,290 | ||||||
Patricia M. Hollister | 8,500 | - | 5,290 | - | 13,790 | ||||||
Richard W. Kramp | 8,000 | - | 5,290 | - | 13,290 | ||||||
Gary R. Maharaj | 8,000 | - | 5,290 | - | 13,290 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | ||||||
Terrence W. Glarner | 11,000 | - | 12,050 | - | 23,050 | ||||||
Patricia M. Hollister | 10,500 | - | 12,050 | - | 22,550 | ||||||
Richard W. Kramp | 10,000 | - | 12,050 | - | 22,050 | ||||||
James W. Bracke | 10,000 | - | 12,050 | - | 22,050 |
Grant date fair value of option awards are determined using the Black-Scholes standard option pricing model with the assumptions discussed in Note |
| “RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 ofRegulation S-K, including the |
What We Do | What We Don’t Do | |
Our Although | We don’t overpay. Our Compensation Committee believes it would be We don’t unduly dilute our shareholders. We have a low stock option burn rate and We don’t have executive perks. Our NEOs have not received any significant benefits or perquisites other than those offered to all employees. Our NEOs receive no pension benefits, nonqualified deferred compensation, or other post-employment potential payments. We don’t provide “golden parachutes.” Like all our employees, our NEOs are employees at will and don’t have change of control or severance agreements. |
Name and Principal Position | Fiscal Year Ended March 31 | Salary ($) | Bonus ($) | Option Awards ($) | Non-equity Incentive Plan Compensation($)(1) | All Other Compensation ($)(2) | Total ($) | Fiscal Year Ended March 31 | Salary ($) | Bonus ($) | Option Awards ($)(1) | Non-equity Incentive Plan Compensation($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||
Daniel A. Baker | Daniel A. Baker | 2016 | 284,013 | - | - | 40,869 | 12,504 | 337,386 | Daniel A. Baker | 2022 | 380,651 | - | 32,067 | 271,562 | 13,307 | 697,587 | ||||||||||||
President and CEO | President and CEO | 2015 | 278,444 | - | - | 210,320 | 12,354 | 501,118 | President and CEO | 2021 | 369,564 | - | 17,100 | 64,129 | 13,230 | 464,023 | ||||||||||||
2014 | 273,333 | - | - | 41,443 | 12,204 | 326,980 | ||||||||||||||||||||||
Peter G. Eames | 2022 | 201,755 | - | - | - | 10,883 | 212,859 | |||||||||||||||||||||
Vice President, Advanced Technology | 2021 | 191,436 | - | - | - | 10,423 | 201,859 | |||||||||||||||||||||
Curt A. Reynders | 2016 | 170,408 | - | - | 16,348 | 10,157 | 196,913 | |||||||||||||||||||||
Joseph R. Schmitz(4) | 2022 | 33,750 | - | - | - | (7) | 33,750 | |||||||||||||||||||||
Chief Financial Officer | 2015 | 167,067 | - | - | 52,922 | 11,154 | 231,143 | |||||||||||||||||||||
2014 | 164,000 | - | - | 16,577 | * | 180,577 | ||||||||||||||||||||||
Jon J. Larson(5) | 2022 | 56,343 | - | - | - | (7) | 56,343 | |||||||||||||||||||||
Former Corporate Controller and Principal Financial Officer | ||||||||||||||||||||||||||||
Curt A. Reynders(6) | 2022 | 136,443 | - | - | - | (7) | 136,443 | |||||||||||||||||||||
Former Chief Financial Officer | 2021 | 215,000 | - | - | 12,826 | 11,515 | 239,341 |
Grant date fair value of option awards are determined using the Black-Scholes standard option pricing model with the assumptions discussed in Note 5 to the Financial Statements in our Annual Report on Form 10-K for the year ended March 31, 2022. | |
Paid based on performance achieved during the fiscal year under plans approved by our Compensation Committee at the beginning of the fiscal | |
Includes Company contributions made to 401(k) savings plans and Health Savings Accounts on behalf of | |
(4) | Mr. Schmitz was named Chief Financial Officer effective January 20, 2022. |
(5) | Mr. Larson served as Principal Financial Officer from October 1, 2021 to December 6, 2021. |
(6) | Mr. Reynders retired as Chief Financial Officer October 1, 2021. |
(7) | Less than $10,000. |
Option Awards | |||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | |||
Daniel A. Baker | - | - | |||
Curt A. Reynders | 8,228 | 876,744 |
By Order of the Board of Directors | |
| |
June 20, |
1. | Elect five directors. | Elect five directors. | ||||||||||
01 | Terrence W. Glarner | 03 | Patricia M. Hollister | 05 | Gary R. Maharaj | 01 | Terrence W. Glarner | 03 | Patricia M. Hollister | 05 | James W. Bracke | |
02 | Daniel A. Baker | 04 | Richard W. Kramp | 02 | Daniel A. Baker | 04 | Richard W. Kramp | |||||
[ ] | Vote FOR all nominees (except as marked) | [ ] | Vote WITHHELD from all nominees | [ ] | Vote FOR all nominees (except as marked) | [ ] | Vote WITHHELD from all nominees | Instructions: To withhold authority to vote for any nominee, strike a line through the name(s). |
2. | Advisory approval of named executive officer compensation. | |||
[ ] FOR | [ ] AGAINST | [ ] ABSTAIN | ||
3. | Ratify the selection of | |||
[ ] FOR | [ ] AGAINST | [ ] ABSTAIN | ||
(please sign on the other side) |