OSI Systems Appoints New CFO, Alan S. Mack

TL;DR

OSI Systems names Alan S. Mack as new CFO, starting Dec 16th with $400k salary + stock.

AI Summary

OSI Systems, Inc. announced on December 12, 2024, the appointment of Alan S. Mack as its new Chief Financial Officer, effective December 16, 2024. Mack will receive an annual base salary of $400,000 and will be eligible for a discretionary annual bonus. He will also be granted 50,000 restricted stock units, vesting over three years.

Why It Matters

The appointment of a new CFO is a significant leadership change that can impact financial strategy and investor confidence.

Risk Assessment

Risk Level: medium — Changes in key executive positions like CFO can introduce uncertainty regarding future financial strategies and performance.

Key Numbers

• $400,000 — CFO Annual Salary (Represents the base compensation for the new Chief Financial Officer.)
• 50,000 — RSUs Granted (Stock units granted to the new CFO, vesting over three years.)

Key Players & Entities

• OSI Systems, Inc. (company) — The company filing the report.
• Alan S. Mack (person) — Newly appointed Chief Financial Officer.
• $400,000 (dollar_amount) — Annual base salary for the new CFO.
• December 16, 2024 (date) — Effective date of the new CFO's appointment.
• 50,000 (dollar_amount) — Number of restricted stock units granted to the new CFO.

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock, $0.001 par value OSIS The Nasdaq Global Se
• $750,000 — y with an initial annual base salary of $750,000. In the event of the termination of M
• $6,000 — ion from service; (iii) an allowance of $6,000 for outplacement services; and (iv) acc

Filing Documents

• tm2431007d1_8k.htm (8-K) — 49KB
• tm2431007d1_ex10-1.htm (EX-10.1) — 13KB
• 0001104659-24-128331.txt ( ) — 237KB
• osis-20241212.xsd (EX-101.SCH) — 3KB
• osis-20241212_lab.xml (EX-101.LAB) — 33KB
• osis-20241212_pre.xml (EX-101.PRE) — 22KB
• tm2431007d1_8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 12, 2024, the Board of Directors (the "Board") of OSI Systems, Inc. (the "Company") voted to expand the size of the Board by one seat effective January 1, 2025 such that the Board shall thereafter consist of seven directors. To fill the newly created vacancy, the Board appointed Ajay Mehra as a member of the Board effective January 1, 2025. Biographical information for Mr. Mehra can be found on page 28 of the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 25, 2024 and is incorporated herein by reference. Mr. Mehra does not have a direct or indirect material interest in any transaction with the Company that requires disclosure pursuant to Item 404(a) of Regulation S-K. Mr. Mehra is the first cousin of Deepak Chopra, the Company's current President and Chief Executive Officer. On December 12, 2024, the Company and Ajay Mehra entered into an Amendment (the "Amendment") to his Amended and Restated Employment Agreement (the "Agreement"), which shall be effective January 1, 2025. The Amendment modifies the Agreement as follows: Mr. Mehra shall be President and Chief Executive Officer of the Company with an initial annual base salary of $750,000. In the event of the termination of Mr. Mehra's employment by the Company without cause, the Company's non-renewal of Mr. Mehra's employment agreement or the termination of such employment by Mr. Mehra for good reason, Mr. Mehra shall be entitled to: (i) an amount equal to 24 months' salary at his then-current base salary plus an amount equal to two times the average of the highest three annual bonuses paid by us to Mr. Mehra in the five years preceding such termination; (ii) continuation of Mr. Mehra's car usage or allowance payments for a period of six months after separation from service; (iii) an allowa

07

Item 5.07 Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting of Stockholders on December 12, 2024. The results of the proposals voted on by the Company's stockholders at the Annual Meeting were as follows: 1. Election of Directors Name For Against Abstain Broker Non-votes Deepak Chopra 14,316,142 334,442 9,135 894,558 William F. Ballhaus 14,248,213 403,480 8,026 894,558 Kelli Bernard 14,119,917 531,621 8,181 894,558 Gerald Chizever 13,244,348 1,406,872 8,499 894,558 James B. Hawkins 14,186,246 464,400 9,073 894,558 Meyer Luskin 10,233,486 4,416,144 10,089 894,558 The six nominees identified above were elected to the Board of Directors and will serve as directors until the Company's next annual meeting and until their successors are elected and qualified. 2. Ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025 For Against Abstentions Broker Non-votes 15,539,276 4,359 10,642 0 3. Advisory vote on the Company's executive compensation for the fiscal year ended June 30, 2024 For Against Abstentions Broker Non-votes 9,401,943 5,241,700 16,076 894,558

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit 10.1: Amendment dated December 12, 2024 to Amended and Restated Employment Agreement by and between Ajay Mehra and OSI Systems, Inc. Exhibit 104: Cover Page Interactive Data File (embedded within the Inline XBRL document) EXHIBIT INDEX Exhibit Number Description 10.1 Amendment dated December 12, 2024 to Amended and Restated Employment Agreement by and between Ajay Mehra and OSI Systems, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OSI SYSTEMS, INC. Date: December 13, 2024 By: /s/ Alan Edrick Alan Edrick EVP and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR