DEF 14A of Nve Corp /New/
Filed Jun 23, 2025 · FY20250001376474-25-000546
EQUITY COMPENSATION PLAN INFORMATION
EQUITY COMPENSATION PLAN INFORMATION We have no securities to be issued under equity compensation plans not approved by our shareholders. Our equity compensation plans do not allow cash buyouts of underwater options. The following table summarizes Common Stock that may be issued as of March 31, 2025, on the exercise of options under our 2000 Stock Option Plan, as amended:
EQUITY COMPENSATION PLAN INFORMATION
| | (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, 2025 | 31,000 | $73.56 | 119,740 |
PROPOSAL 1. ELECTION OF BOARD OF DIRECTORS
PROPOSAL 1. ELECTION OF BOARD OF DIRECTORS There are five director nominees, all of whom are incumbent directors and have been nominated by the Board. All directors are to be elected at the Annual Meeting to serve until the 2025 Annual Meeting of Shareholders. The Board has no reason to believe that any of the nominees will be unable to serve as a director. The individuals named as proxies intend to vote for the nominees listed in this proxy statement. If any nominee should be unable to serve as a director, the individuals named as proxies intend to vote for the election of such person or persons as the Board may recommend. Our director nominees’ skills, experience, and demographics are summarized below:
PROPOSAL 1. ELECTION OF BOARD OF DIRECTORS
| | | Board Skills, Experience, and Demographics (as of June 13, 2025) | | | | | | | | Terrence W. Glarner | Daniel A. Baker | Patricia M. Hollister | James W. Bracke | Kelly Wei | | Skills and Experience | | | | | | | | 1. | Experience as a director at other publicly-traded companies | • | • | | • | | | 2. | Senior executive experience 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. | Experience managing cybersecurity risks | • | • | • | • | • | | 9. | Experience managing the effects and risks of climate change | • | • | • | • | • | | 10. | Experience in human capital management | • | • | • | • | • | | 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 (years) | 26 | 24 | 21 | 4 | 1 | | | Age | 82 | 67 | 65 | 78 | 47 | | | Educational background | English; Law | Engineering; Business | Accounting | Microbiology | Engineering; biology and physiology | | | Demographic background | White | White | White | White | Asian | | | Gender | Male | Male | Female | Male | Female |
PROPOSAL 1. ELECTION OF BOARD OF DIRECTORS
We believe items 1, 2, 7, 8, 9, 10, 11, 13, and 14 are important for good corporate governance and our Board’s role in risk oversight. Items 8 and 9 relate to emerging risks for public companies. Item 3, experience in the electronics or semiconductor industries, is desirable because we market and sell to electronics industries and our sales strategy relies heavily on semiconductor-industry distribution channels. Item 4, experience in the medical device industry, is desirable because medical device sensors are an important market for us. Item 5, experience with corporate development, mergers, and acquisitions is desirable since such transactions could be part of our growth strategy. Item 6, business-to-business sales management experience, helps our Board review strategies to overcome inherent challenges small semiconductor companies face. Each director’s voluntary self-identified characteristics are as follows:
PROPOSAL 1. ELECTION OF BOARD OF DIRECTORS
| Board Diversity Matrix (as of June 13, 2025) | | | | | | Total Number of Directors | 5 | | | | | | Female | Male | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 3 | - | - | | Part II: Demographic Background | | | | | | African American or Black | - | - | - | - | | Alaskan Native or Native American | - | - | - | - | | Asian | 1 | - | - | - | | Hispanic or Latinx | - | - | - | - | | Native Hawaiian or Pacific Islander | - | - | - | - | | White | 1 | 3 | - | - | | Two or More Races or Ethnicities | - | - | - | - | | LGBTQ+ | - | | | | | Did not Disclose Demographic Background | - | | | |
PROPOSAL 1. ELECTION OF BOARD OF DIRECTORS
Directors’ biographical information is as follows: Terrence W. Glarner has been a director since 1999 and Chairman of the Board since January 2001. Since 1993, Mr. Glarner has been President of West Concord Ventures, Inc., a venture capital company. He has served as a director of several other publicly traded companies in the past. Mr. Glarner has a B.A. in English from the University of St. Thomas, a J.D. from the University of Minnesota School of Law, and is a Chartered Financial Analyst. Mr. Glarner’s extensive experience as a director of publicly traded companies, his experience as a director of semiconductor industry companies, his financial expertise, and his legal training qualify him to serve as Chairman of the Board. Daniel A. Baker has been a director and NVE’s President and CEO since 2001. Dr. Baker has more than 45 years of executive and engineering experience. From 1993 until joining NVE, he was President and CEO of Printware, Inc., which manufactures and markets high-speed imaging systems. Prior to being named President and CEO, he was Printware’s Vice President of Sales, Marketing, and Product Development. He was a Printware director from 1993 to 2000. Printware was publicly traded beginning with its initial public stock offering in 1996 through Dr. Baker’s tenure. He also served as Director of Electronic Development for Minntech Corporation (now Cantel Medical Corp., a STERIS company) and Director of Engineering for Percom Data Corporation. Dr. Baker holds Ph.D. in Biomedical Engineering and MBA degrees from the University of Minnesota, and a B.S. in Biomedical Engineering from Case Western Reserve University. Dr. Baker’s more than 35 years of experience as an executive in publicly-traded technology companies, his experience managing product development and sales organizations, his understanding of our business gained through his role as our President and CEO, and his educational background in engineering and business qualify him to serve as a director. Patricia M. Hollister has been a director since 2004. She was Director of Finance for TEL FSI, Inc. (now TEL Manufacturing and Engineering of America, Inc., or “TMEA”) until retiring in 2016. TMEA designs, manufactures, markets, and supports equipment used in the fabrication of microelectronics. Ms. Hollister served as chief financial officer of FSI International Inc. (“FSI”) from 1998 until it was acquired by TEL in 2012. FSI was publicly traded until it was acquired. Prior to joining FSI in 1995, Ms. Hollister was employed by KPMG LLP, where she served for more than 12 years on various audit and consulting engagements, most recently as a Senior Manager. Ms. Hollister holds a B.S. in Accounting from St. Cloud State University. Her experience in the semiconductor industry, her experience as an executive officer of a publicly traded company, her experience with audits of publicly traded companies, and her educational background in accounting qualify her to serve as a director and Audit Committee chair. James W. Bracke has been a director since 2021. Dr. Bracke has been President of Boulder Creek Consulting, LLC, a business and technology consulting firm, since 2004. He was Vice President of Oral Health at EPIEN Medical Inc., a privately-held medical device company, from April 2014 to September 2018. Dr. Bracke was President and CEO of Lifecore Biomedical, Inc., a publicly-held medical device manufacturer, from 1983 to 2004. He has been a director of Autoscope Technologies Corporation since 2009. Autoscope is a publicly-held corporation dedicated to helping improve safety and efficiency for cities and highways by developing and delivering above-ground detection technology, applications, and solutions. Dr. Bracke is a member of Autoscope’s Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee. He was Chairman of the Image Sensing Systems Board from September 2011 until June 2016. Dr. Bracke received a Ph.D. in Microbiology from the University of Iowa College of Medicine. Dr. Bracke’s management, technical, medical device, and public company experience and his medical education qualify him to serve as a director. Kelly Wei has been a director since May 2024. She is Vice President of Corporate Strategy at Medtronic plc. Dr. Wei has held various scientific, engineering, management, and senior management positions at Medtronic since 2007. She started her career as a senior research scientist in cardiac rhythm and disease management at Boston Scientific Corporation in 2004. Dr. Wei has been a member of the Board of Trustees of the Williams Syndrome Association since 2021, and a member of the Board of Directors of Abova, Inc. since February 2024. Abova is a privately-held oral and overall health, technology and science-driven company. She is also a certified executive coach. Dr. Wei has a Ph.D. in Electrical Engineering and an M.S. in Computer Engineering from Rensselaer Polytechnic Institute, an M.S. in Integrative Biology and Physiology from the University of Minnesota Medical School, and a B.S. in Electrical Engineering from Huazhong University of Science and Technology. Dr. Wei’s management, technical, and medical device experience, and her engineering and medical education qualify her to serve as a director. The Board unanimously recommends a vote FOR each of the director-nominees.
Director Compensation
Director Compensation Our non-employee directors receive cash compensation of $2,500 per quarter, plus an additional $250 per quarter for the Chairman of the Board of Directors and an additional $125 per quarter for the Audit Committee Chair. Directors forfeit unpaid portions of cash compensation on termination, retirement, disability, or death. In addition to the cash compensation, on each reelection to the Board, each non-employee director is automatically granted an immediately vested nonqualified option to purchase 1,000 shares. The following table summarizes non-employee director compensation in the fiscal year ended March 31, 2025:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Terrence W. Glarner | 11,000 | - | 22,735 | - | 33,735 | | Patricia M. Hollister | 10,500 | - | 22,735 | - | 33,235 | | James W. Bracke | 10,000 | - | 22,735 | - | 32,735 | | Kelly Wei | 10,000 | - | 22,735 | - | 32,735 |
Director Compensation
(1)Grant date fair values of option awards are determined using 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, 2025. As of March 31, 2025, the named directors held options, all of which were exercisable, to purchase the following numbers of shares: Mr. Glarner, 6,000; Ms. Hollister, 8,000; Dr. Bracke, 4,000; and Dr. Wei, 1,000. Fees earned or paid in cash for the fiscal year ended March 31, 2025, consisted solely of quarterly retainers, the Chairman’s fee, and the Audit Committee Chair’s fee. We do not provide perquisites to our Directors.
Executive Compensation Governance
| What We Do | What We Don’t Do | | CEO compensation is aligned with performance. Our CEO compensation is linked to growth and profitability, which we expect to drive shareholder value. Our CEO has significant exposure to our stock price. Although he is not required to do so, our CEO has significant holdings of company stock. As of March 31, 2025, Dr. Baker held company stock with a market value of nine times his fiscal 2025 salary. | We don’t overpay. Our Compensation Committee believes our NEO pay is similar or less than most comparable public companies. We don’t unduly dilute our shareholders. We have a low stock option burn rate and overhang. Option awards to our CEO have been modest and we have not awarded options to our other NEOs. 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. |
Compensation Philosophy and Objectives
| • | Salary to provide a base of compensation. | | • | Bonuses under extraordinary circumstances. | | • | Stock options to provide a longer-term performance incentive and further align the interest of our CEO with those of shareholders. | | • | Performance-based compensation, which is at-risk compensation to reward growth and profitability. | | • | Fringe benefits (designated “other compensation”), which are not excessive, and our NEOs participate in these benefits under the same terms as all other employees. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End Dr. Baker had 12,500 shares of vested equity-based awards as of June 13, 2025. None of our NEOs has ever had any form of equity award other than options.
Employment Agreements
Employment Agreements We have no obligations for payments in connection with termination or change-in-control other than unused accrued Paid Time Off. We have an employment agreement with Dr. Baker that set his initial salary and contains non-competition, confidentiality, and assignment of invention provisions benefiting the Company. Either Dr. Baker or we may terminate the agreement on 30 days’ written notice. In addition, we may terminate Dr. Baker’s employment for cause or on his death or incapacity. We have agreements with Dr. Eames and Mr. Nelson relating to non-competition, confidentiality, and assignment of invention provisions benefiting the Company.
Option-Grant Practices and Timing
Option-Grant Practices and Timing We do not currently grant stock options to employees other than our CEO. Information in this section on option timing practices is provided pursuant to Regulation S-K, Item 402(x)(2), which is effective for proxy statements for annual meetings filed in 2025. Item 402(x)(2) defines a “material nonpublic information window” within four business days before or one business day after the filing of a Form 10-Q, Form 10-K, or a Form 8-K that discloses material nonpublic information. Option grants to our non-employee directors are made automatically on the date of each Annual Meeting to each non-employee director in office immediately following the Meeting. Our long-standing practice had been for our Compensation Committee to grant any employee incentive stock options on a predetermined schedule following a review of fiscal year results by the Board and its committees. We have then released fiscal year results and our Annual Report on Form 10-K as soon as practical, which has typically been two days after the Board’s review. Our Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. There was one incentive stock option grant in the fiscal year ended March 31, 2025. The grant date was April 29, 2024, two days before the release of our fiscal 2024 results. The results were furnished with a Current Report on Form 8-K and included in our Annual Report on Form 10-K. Both reports were filed on May 1, 2024. Information for the grant is provided below pursuant to Item 402(x)(2):
Option-Grant Practices and Timing
Dr. Baker’s grant became underwater immediately following the earnings release, and remained underwater as of the vesting date of April 29, 2025. Beginning this fiscal year, the Compensation Committee adopted the practice of granting fiscal year-end incentive stock options two business days after the release of our fiscal year results, which is outside the “material nonpublic information window” defined in Item 402(x)(2).
Compensation Advisers and Benchmarks
Compensation Advisers and Benchmarks The Compensation Committee charter provides that the Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel, or other adviser. The Committee has not employed such advisers because it does not believe it is a necessary use of company resources, and we believe members of our Compensation Committee, by virtue of experience in compensation management and service on other boards, have the required knowledge of compensation practices. We have not engaged in peer-based compensation benchmarking. We use available surveys and government data to inform compensation decisions.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation earned by our NEOs in the past three fiscal years:
Summary Compensation Table
| 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 | 2025 | 435,545 | | - | | 57,045 | | 80,658 | | 13,267 | 586,515 | | President and CEO | 2024 | 419,600 | | - | | 50,175 | | 93,467 | | 14,743 | 577,985 | | | 2023 | 400,000 | | - | | 26,082 | | 616,108 | | 13,290 | 1,055,480 | | Peter G. Eames | 2025 | 240,000 | | - | | - | | 48,395 | | 13,314 | 301,709 | | Vice President, Advanced Technology | 2024 | 227,900 | | - | | - | | 56,080 | | 11,472 | 295,452 | | | 2023 | 215,000 | | 20,000 | | - | | 43,000 | | 11,743 | 289,743 | | Daniel Nelson(5) | 2025 | 110,000 | | - | | - | | - | | (6) | 110,000 | | Principal Financial Officer | 2024 | 90,000 | | - | | - | | 5,000 | | (6) | 95,000 | | | 2023 | 36,308 | | - | | - | | - | | (6) | 36,308 | | (1) | Option awards vest after one year of employment following their grant. Option values 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, 2025. | | | | | | | | | | | | (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) | Less than $10,000. | | | | | | | | | | |
Pay Versus Financial Performance
| | Year Ended March 31, | | | | Adjustments to Determine “Compensation Actually Paid” for CEO | 2025 | 2024 | 2023 | | Deduction for amounts reported under the “Option Awards” columns in the Summary Compensation Table | ($57,045) | ($50,175) | ($26,082) | | Increase for Fair Value of Awards granted during fiscal year that remained unvested as of fiscal year end | 28,500 | 74,600 | 55,975 | | Increase/deduction for change in Fair Value from prior fiscal year-end to vesting date of Awards granted prior to year that vested during the fiscal year | (16,750) | 17,500 | (3,575) | | Total Adjustments | ($45,295) | $41,925 | $26,318 |