SCHEDULE 14A INFORMATION
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 |
Payment of Filing Fee (Check | ||
No fee required. | ||
Fee paid previously with preliminary materials. | ||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act | |
11409 Valley View Road Eden Prairie, MN 55344-3617 www.nve.com |
Sincerely, | |
President and |
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, 2023 | 34,500 | $66.26 | 120,730 |
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 | |||
Royce & Associates, LP 745 Fifth Avenue, New York, NY 10151 | 517,972 | (2) | 10.7 | % | |
Kayne Anderson Rudnick Investment Management, LLC 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067 | 466,555 | (3) | 9.7 | % | |
Daniel A. Baker | 68,686 | (4) | 1.4 | % | |
Peter G. Eames | - | * | |||
Daniel Nelson(5) | - | * | |||
Joseph R. Schmitz(6) | - | * | |||
Patricia M. Hollister | 9,040 | (7) | * | ||
Terrence W. Glarner | 7,200 | (8) | * | ||
Richard W. Kramp | 7,575 | (9) | * | ||
James W. Bracke | 2,500 | (10) | * | ||
All directors and named executive officers as a group (eight persons) | 95,001 | 2.0 | % |
*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 |
(3) | |
Based on information contained in Schedule 13F filed with the SEC on May | |
Includes | |
Mr. Nelson was appointed Principal Financial Officer effective May 8, 2023. | |
(6) | Mr. Schmitz was Chief Financial Officer until May 5, 2023. |
(7) | Includes |
(8) | Includes 6,000 shares issuable on the exercise of options that are currently exercisable. |
(9) | Includes 7,000 shares issuable on the exercise of options that are currently exercisable. |
(10) |
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 9, 2023) | ||||||||
Terrence W. Glarner | Daniel A. Baker | Patricia M. Hollister | Richard W. Kramp | James W. Bracke | ||||
Skills and Experience | ||||||||
1. | Experience as a 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 managing the effects and risks of climate change | • | • | • | • | • | ||
10. | Experience managing human capital and enhancing diversity, equity, and inclusion | • | • | • | • | • | ||
11. | Experience managing employee health and safety | • | • | • | • | • | ||
12. | Experience aligning compensation with strategy and performance | • | • | • | • | • | ||
13. | Experience with succession planning and execution | • | • | • | • | • | ||
14. | Independent of Management | • | • | • | • | |||
Background | ||||||||
NVE Board tenure | 24 years | 22 years | 19 years | 9 years | 2 years | |||
Age | 80 | 65 | 63 | 77 | 76 | |||
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 9, 2023) | ||||
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 ($) | ||||||
Terrence W. Glarner | 11,000 | - | 8,204 | - | 19,204 | ||||||
Patricia M. Hollister | 10,500 | - | 8,204 | - | 18,704 | ||||||
Richard W. Kramp | 10,000 | - | 8,204 | - | 18,204 | ||||||
James W. Bracke | 10,000 | - | 8,204 | - | 18,204 |
Grant date fair |
| “RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 ofRegulation S-K, including the |
What We Do | What We Don’t Do | |
Our Although | We don’t overpay. Our Compensation Committee believes We don’t unduly dilute our shareholders. We have a low stock option burn rate and We don’t have executive perks. Our NEOs have not received any significant benefits or perquisites other than those offered to all employees. Our NEOs receive no pension benefits, nonqualified deferred compensation, or other post-employment potential payments. We don’t provide “golden parachutes.” Like all our employees, our NEOs are employees at will and don’t have change of control or severance agreements. |
Name and Principal Position | Fiscal Year Ended March 31 | Salary ($) | Bonus ($) | Option Awards ($) | Non-equity Incentive Plan Compensation($)(1) | All Other Compensation ($)(2) | Total ($) | |||||||
Daniel A. Baker | 2016 | 284,013 | - | - | 40,869 | 12,504 | 337,386 | |||||||
President and CEO | 2015 | 278,444 | - | - | 210,320 | 12,354 | 501,118 | |||||||
2014 | 273,333 | - | - | 41,443 | 12,204 | 326,980 | ||||||||
Curt A. Reynders | 2016 | 170,408 | - | - | 16,348 | 10,157 | 196,913 | |||||||
Chief Financial Officer | 2015 | 167,067 | - | - | 52,922 | 11,154 | 231,143 | |||||||
2014 | 164,000 | - | - | 16,577 | * | 180,577 |
• |
• | Performance-based compensation, which is at-risk compensation to reward growth and |
• | Fringe benefits (designated “other compensation”), which are not excessive, and |
Option Awards | |||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | |||
Daniel A. Baker | - | - | |||
Curt A. Reynders | 8,228 | 876,744 |
Name and Principal Position | Fiscal Year Ended March 31 | Salary ($) | Bonus ($) | Option Awards ($)(1)(2) | Non-equity Incentive Plan Compensation($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||
Daniel A. Baker | 2023 | 400,000 | - | 26,082 | 616,108 | 13,290 | 1,055,480 | |||||||
President and CEO | 2022 | 380,651 | - | 32,067 | 271,562 | 13,307 | 697,587 | |||||||
Peter G. Eames | 2023 | 215,000 | 20,000 | - | 43,000 | 11,743 | 269,743 | |||||||
Vice President, Advanced Technology | 2022 | 201,755 | - | - | - | 10,883 | 212,859 | |||||||
Daniel Nelson(5) | 2023 | 36,308 | - | - | - | (7) | 36,308 | |||||||
Principal Financial Officer | ||||||||||||||
Joseph R. Schmitz(6) | 2023 | 196,344 | - | - | - | 10,416 | 206,760 | |||||||
Former Chief Financial Officer | 2022 | 33,750 | - | - | - | (7) | 33,750 |
(1) | Option awards are based on the fair value on the grant date determined from the Black-Scholes-Merton 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, 2023. |
(2) | Option awards have a one-year vesting period. |
(3) | Paid based on performance achieved during the fiscal year under plans approved by our Compensation Committee at the beginning of the fiscal years. |
(4) | Includes Company contributions made to 401(k) savings plans and Health Savings Accounts on behalf of NEOs, and life and long-term disability insurance premiums paid on behalf of NEOs. NEOs participate in these benefit programs under the same terms as all other employees. |
(5) | Mr. Nelson joined the Company in September 2022 and was promoted to Principal Financial Officer effective May 8, 2023. |
(6) | Mr. Schmitz was Chief Financial Officer from January 20, 2022 through May 5, 2023. |
(7) | Less than $10,000. |
Year Ended March 31 | Summary Compensation Table Total for CEO($) | “Actually Paid” CEO Compensation ($)(1) | Average Summary Comp. Table Total for Non-CEO NEOs($)(2) | Average Comp. Actually Paid to Non-CEO NEOs($)(1)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return($)(3) | Company Net Income($) | Company Income from Operations ($)(4) | |||||||
2023 | 1,055,480 | 1,081,798 | 238,252 | 238,252 | 157.18 | 22,694,458 | 25,644,182 | |||||||
2022 | 697,587 | 675,995 | 212,859 | 212,859 | 85.05 | 14,507,501 | 16,328,685 |
(1) | “Actually paid” compensation is defined as “total compensation” as reported in the Summary Compensation Table except the value of Option Awards calculated as follows: (i) for new option awards granted during the fiscal year, the fair value as of the earlier of the vesting date or the last day of the fiscal year; plus (ii) for awards granted in prior fiscal years (and not vested as of the first day of the covered fiscal year), the change in fair value (positive or negative) from the end of the last fiscal year to the earlier of the vesting date or the end of the covered fiscal year. Fair value is determined from the Black-Scholes-Merton 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, 2023. |
(2) | Fiscal 2023 averages exclude Mr. Nelson, and fiscal 2022 averages exclude Mr. Schmitz because they were not employees for the entire year. |
(3) | Based on an initial fixed $100 investment at the beginning of the fiscal year. |
(4) | We use income from operations as an important financial metric to link compensation to financial performance. |
By Order of the Board of Directors | |
President and June |
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. | Advisory vote on the frequency of votes on executive compensation. | |||
[ ] 1 YEAR | [ ] 2 YEARS | [ ] 3 YEARS | [ ] ABSTAIN | |
4. | Ratify the selection of | |||
[ ] FOR | [ ] AGAINST | [ ] ABSTAIN | ||
(please sign on the other side) |