OSIS Posts $1.7B Sales, $1.8B Backlog; Leadership Transition Underway

Ticker: OSIS · Form: DEF 14A · Filed: Oct 22, 2025 · CIK: 1039065

Osi Systems Inc DEF 14A Filing Summary
FieldDetail
CompanyOsi Systems Inc (OSIS)
Form TypeDEF 14A
Filed DateOct 22, 2025
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$1.7B, $8.71, $1.8B
Sentimentbullish

Sentiment: bullish

Topics: Homeland Security, Healthcare Technology, Defense, Electronic Systems, ESG Initiatives, Corporate Governance, Financial Performance

Related Tickers: OSIS

TL;DR

**OSIS is a buy; strong sales and a massive backlog mean consistent growth despite leadership changes.**

AI Summary

OSI Systems, Inc. (OSIS) reported strong financial performance for fiscal year 2025 with sales reaching $1.7 billion and earnings per share (EPS) at $8.71. The company also boasts a substantial backlog of $1.8 billion as of June 30, 2025, indicating future revenue stability. OSI Systems operates across three key divisions: Security, Optoelectronics and Manufacturing, and Healthcare, serving critical applications in homeland security, defense, and aerospace. Strategic changes include the retirement of long-serving director Meyer Luskin and the transition of founder Deepak Chopra from Executive Chairman to Chairman of the Board effective January 1, 2026. Ajay Mehra, appointed in 2025, now serves as President and CEO. The company emphasizes its commitment to ESG initiatives, including a Global Sustainability Program focused on reducing environmental impact and achieving ISO 14001 certification in many businesses. Cybersecurity training completion for eligible employees reached 98% in fiscal year 2025, highlighting a strong focus on data security. The strategic outlook involves continued investment in R&D to expand product portfolios and adapt to market needs, supported by a global operational footprint and 7,337 employees.

Why It Matters

OSI Systems' robust financial performance, with $1.7 billion in sales and an $8.71 EPS for fiscal year 2025, signals strong operational health and market demand for its specialized electronic systems. The $1.8 billion backlog provides significant revenue visibility, reassuring investors about future growth prospects in a competitive defense and healthcare technology market. For employees, the company's commitment to ESG and high cybersecurity training completion (98%) suggests a stable and ethically-minded work environment. Customers benefit from OSI's focus on innovation and global reach, ensuring advanced solutions in critical sectors. This performance positions OSIS favorably against competitors by demonstrating consistent execution and strategic leadership transitions.

Risk Assessment

Risk Level: low — The company's risk level is low due to its substantial $1.8 billion backlog as of June 30, 2025, providing significant revenue predictability. Additionally, the election of six directors and the ratification of Grant Thornton LLP as the independent auditor for fiscal year 2026 indicate stable governance and financial oversight.

Analyst Insight

Investors should consider buying OSIS shares, given the strong fiscal year 2025 sales of $1.7 billion and the impressive $1.8 billion backlog. The company's stable leadership, with Ajay Mehra as CEO and Deepak Chopra transitioning to Chairman, suggests continuity and strategic focus.

Financial Highlights

revenue
$1.7B
eps
$8.71

Executive Compensation

NameTitleTotal Compensation
Deepak ChopraFounder and Chairman of the Board$1,000,000
Ajay MehraPresident and Chief Executive Officer$1,000,000
Victor S. SzeExecutive Vice President, General Counsel, and Secretary$600,000

Key Numbers

  • $1.7B — Fiscal Year 2025 Sales (Indicates strong revenue generation)
  • $8.71 — Fiscal Year 2025 EPS (Reflects profitability per share)
  • $1.8B — Backlog at June 30, 2025 (Provides significant future revenue visibility)
  • 7,337 — Employees at June 30, 2025 (Workforce size supporting global operations)
  • 98% — Cybersecurity Training Completion (High employee engagement in security protocols)
  • 6 — Directors to be elected (Board size after Meyer Luskin's retirement)
  • 100 — Age of Meyer Luskin (Longest-serving director retiring from the board)
  • 1987 — Year Deepak Chopra founded the company (Marks the company's inception)

Key Players & Entities

  • OSI Systems, Inc. (company) — Registrant
  • Deepak Chopra (person) — Executive Chairman of the Board, founder
  • Ajay Mehra (person) — President and Chief Executive Officer
  • Meyer Luskin (person) — Retiring Director
  • Grant Thornton LLP (company) — Independent Registered Public Accounting Firm
  • Victor S. Sze (person) — Executive Vice President, General Counsel, and Secretary
  • SEC (regulator) — Securities and Exchange Commission
  • NASDAQ (regulator) — Stock exchange

FAQ

What were OSI Systems' key financial results for fiscal year 2025?

OSI Systems reported fiscal year 2025 sales of $1.7 billion and earnings per share (EPS) of $8.71. The company also had a significant backlog of $1.8 billion as of June 30, 2025.

Who are the key executive leaders at OSI Systems and what are their roles?

Ajay Mehra serves as the President and Chief Executive Officer of OSI Systems. Deepak Chopra, the company's founder, is transitioning from Executive Chairman of the Board to Chairman of the Board effective January 1, 2026.

What are OSI Systems' primary business segments?

OSI Systems operates through three main divisions: Security, Optoelectronics and Manufacturing, and Healthcare. These divisions provide specialized electronic systems and components for critical applications in homeland security, healthcare, defense, and aerospace.

What is OSI Systems' stance on environmental, social, and governance (ESG) initiatives?

OSI Systems prioritizes ESG issues, with an executive-level ESG Steering Committee overseeing initiatives. The company is committed to environmental stewardship, aiming to reduce its carbon footprint, and has achieved ISO 14001 certification in many businesses. They also emphasize cybersecurity, with 98% of eligible employees completing training in fiscal year 2025.

What is the significance of the $1.8 billion backlog for OSI Systems?

The $1.8 billion backlog at June 30, 2025, is significant because it represents future revenue that is already secured. This provides investors with strong visibility into the company's financial stability and growth prospects for upcoming periods.

How many directors will be elected at the OSI Systems Annual Meeting?

Six directors are nominated for election at the Annual Meeting. This number reflects a reduction in board size following the retirement of Meyer Luskin at the end of his current term.

What is the voting recommendation for the advisory vote on executive compensation for OSI Systems?

The Board of Directors unanimously recommends a vote FOR the advisory approval of the Company's named executive officer compensation for the fiscal year ended June 30, 2025.

What is OSI Systems' approach to human rights?

OSI Systems is committed to operating with integrity and in accordance with its values, supporting the spirit and intent of the United Nations Universal Declaration of Human Rights and the UN Global Compact principles. This commitment extends to ensuring respect for people in their manufacturing processes, communities, and among their suppliers and partners.

When is the OSI Systems Annual Meeting of Stockholders?

The Annual Meeting of Stockholders for OSI Systems, Inc. is scheduled for Thursday, December 11, 2025, at 10:00 a.m., Pacific Time. The record date for voting eligibility is October 15, 2025.

What is OSI Systems' commitment to environmental compliance?

OSI Systems is committed to complying with applicable environmental laws and regulations. Many of its businesses have achieved certifications under strict environmental standards, including ISO 14001: Environmental Management System, and they are actively reviewing processes to reduce overall energy and water usage.

Risk Factors

  • Reliance on Government Contracts [high — market]: The company's Security division, a significant contributor to revenue, is heavily reliant on government contracts, particularly in defense and homeland security. Changes in government spending, procurement policies, or geopolitical events could materially impact demand for its products and services.
  • Supply Chain Disruptions [medium — operational]: OSIS operates a global manufacturing footprint and relies on a complex supply chain for its components. Disruptions due to natural disasters, trade disputes, or pandemics could lead to production delays and increased costs, affecting revenue and profitability.
  • Compliance with Export Controls and Trade Regulations [high — regulatory]: As a global supplier of security and defense-related technology, OSIS is subject to stringent export control regulations (e.g., ITAR, EAR) and international trade laws. Non-compliance can result in significant fines, loss of export privileges, and reputational damage.
  • Technological Obsolescence [medium — market]: The markets served by OSIS, including security, optoelectronics, and healthcare, are characterized by rapid technological advancements. Failure to innovate and adapt to new technologies could render existing products obsolete and impact the company's competitive position.
  • Cybersecurity Threats [high — operational]: With 98% of eligible employees completing cybersecurity training in FY2025, the company acknowledges the importance of data security. However, the increasing sophistication of cyber threats poses a risk to the company's intellectual property, customer data, and operational continuity.

Industry Context

OSI Systems operates in diverse and critical sectors including homeland security, defense, aerospace, and healthcare. These industries are characterized by significant government spending, stringent regulatory oversight, and rapid technological evolution. The competitive landscape involves both large defense contractors and specialized technology providers, requiring companies like OSIS to maintain strong R&D capabilities and adapt to evolving market demands and geopolitical shifts.

Regulatory Implications

The company's operations, particularly in the security and defense sectors, are subject to extensive export controls, trade regulations, and government procurement rules. Compliance with these regulations, such as ITAR and EAR, is critical to avoid severe penalties, including fines and loss of business. Changes in government policy or international relations can also directly impact demand and operational requirements.

What Investors Should Do

  1. Review the company's strategic direction and leadership changes, particularly the transition of Deepak Chopra to Chairman of the Board and Ajay Mehra's role as CEO, to assess continuity and future growth plans.
  2. Evaluate the company's substantial backlog of $1.8 billion as a key indicator of future revenue stability and growth potential across its divisions.
  3. Assess the company's commitment to ESG initiatives, including its Global Sustainability Program and cybersecurity measures (98% training completion), as these factors increasingly influence investor sentiment and long-term value.
  4. Consider the risks associated with government contract reliance and supply chain vulnerabilities, as detailed in the risk factors section, and how management is mitigating these.

Key Dates

  • 2025-10-15: Record Date for Annual Meeting — Establishes the shareholders eligible to vote at the December 11, 2025 Annual Meeting.
  • 2025-10-22: Proxy Materials Distribution — Indicates the date the proxy statement and related materials were made available to shareholders, initiating the proxy voting period.
  • 2025-11-30: Fiscal Year End — The end of the fiscal year for which the financial performance and disclosures in the 10-K and proxy statement are reported.
  • 2026-01-01: Deepak Chopra transitions to Chairman of the Board — Marks a significant leadership change, with the founder moving from Executive Chairman to Chairman, impacting corporate governance.
  • 2025-12-11: Annual Meeting of Stockholders — Key date for shareholder voting on director elections, auditor ratification, and executive compensation.

Glossary

DEF 14A
A proxy statement filed by a company with the SEC when it is soliciting proxies from shareholders for its annual meeting. (This document provides detailed information about the matters to be voted on at the annual meeting, including director nominations, executive compensation, and auditor ratification.)
Proxy Statement
A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the company and the matters to be voted on. (This is the primary document for understanding the company's governance, executive compensation, and proposals for shareholder approval.)
Fiscal Year
A 12-month period that a company uses for financial reporting and accounting purposes, which does not necessarily coincide with the calendar year. (The financial results and performance metrics discussed in the DEF 14A, such as sales and EPS, are reported for the fiscal year ended June 30, 2025.)
EPS
Earnings Per Share, a measure of a company's profitability that divides net income by the number of outstanding common shares. (Indicates the profitability of the company on a per-share basis, with FY2025 EPS reported at $8.71.)
Backlog
The total value of orders that a company has received but not yet fulfilled. It represents future revenue that is expected to be recognized. (OSIS reported a substantial backlog of $1.8 billion as of June 30, 2025, indicating strong future revenue visibility.)
ESG
Environmental, Social, and Governance, a set of standards for a company's operations that socially conscious investors use to screen potential investments. (OSIS highlights its commitment to ESG initiatives, including a Global Sustainability Program and cybersecurity training, which are increasingly important to investors.)
Named Executive Officers (NEOs)
The top executive compensation earners at a company, typically including the CEO, CFO, and other top-ranking executives. (The proxy statement includes details on the compensation of these individuals, and shareholders are asked to vote on their pay.)

Year-Over-Year Comparison

While specific comparative financial metrics like revenue growth and margin changes are not detailed in this DEF 14A excerpt, the reported FY2025 sales of $1.7 billion and EPS of $8.71 suggest strong performance. The substantial backlog of $1.8 billion indicates continued revenue visibility. New information includes the retirement of long-serving director Meyer Luskin and the leadership transition of founder Deepak Chopra, alongside a continued focus on ESG and cybersecurity, which may represent evolving strategic priorities compared to prior filings.

Filing Stats: 4,435 words · 18 min read · ~15 pages · Grade level 13.8 · Accepted 2025-10-22 16:01:47

Key Financial Figures

  • $1.7B — Monitoring Supplies and Accessories $1.7B Fiscal Year 2025 Sales OSI Systems,
  • $8.71 — Union, Middle East and Asia Pacific. $8.71 Fiscal Year 2025 EPS $1.8B Backlo
  • $1.8B — cific. $8.71 Fiscal Year 2025 EPS $1.8B Backlog at June 30, 2025 7,337 Em

Filing Documents

BUSINESS

BUSINESS LOGISTICS AGENDA BOARD RECOMMENDATION SEE PAGE DATE & TIME Thursday, December 11, 2025 10:00 a.m., Pacific Time 1 To elect six directors to hold office for a one-year term and until their respective successors are elected and qualified FOR all nominees 5 2 To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2026 FOR 20 3 To conduct an advisory vote to approve the Company's named executive officer compensation for the fiscal year ended June 30, 2025 FOR 23 RECORD DATE All holders of OSI Systems, Inc. common stock as of the close of business on October 15, 2025 are entitled to vote at the Annual Meeting 4 To transact such other business as may properly come before the Annual Meeting or any adjournment thereof The Proxy Statement describes the items in detail and also provides information about our Board of Directors and executive officers. Please also refer to our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, which I encourage you to read. It includes our audited, consolidated financial statements and information about our operations, markets and products. VOTING Your vote is very important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. Your vote will ensure your representation at the Annual Meeting if you cannot attend in person. If you later desire to revoke your proxy for any reason, you may do so in the manner described in the attached Proxy Statement. Please refer to the proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. Place your vote via Internet, 24/7, at www.proxyvote.com Call toll-free, 24/7, (if US or Canada) 1 (800) 690-6903 Sign, date and return your proxy card or voting instruction form by mail Scan the QR code Attend the meeting

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 27 Executive Officers 31 Compensation Discussion and Analysis 43 Compensation Tables 43 Summary Compensation Table 45 Grants of Plan-Based Awards Table 46 Outstanding Equity Awards at Fiscal Year-End 47 Option Exercises and Stock Vested Table 47 Pay Ratio 48 Pay versus Performance 51 Pension Benefits 52 Nonqualified Deferred Compensation 53 Employment Agreements 54 Potential Payment Upon Termination of Employment or Change in Control 55 Compensation Committee Report 56

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 56 More than 5% Stockholders 57 Directors and Executive Officers 58 Section 16(a) Beneficial Ownership Reporting Compliance 58 Equity Compensation Plan Information 59 INFORMATION ABOUT THE ANNUAL MEETING AND VOTING 59 General Information 59 Notice of Internet Availability of Proxy Materials 59 Voting Procedures 60 Record Date, Share Ownership and Quorum 60 Abstentions and Broker Non-Votes 61 Proposals, Board Voting Recommendations and Votes Required 61 Solicitation of Proxies 62 ADDITIONAL INFORMATION 62 Availability of Annual Report on Form 10-K 62 Householding of Proxy Materials 62 Stockholder Proposals 63 Incorporation by Reference 63 Other Business TABLE OF CONTENTS Proxy Summary Proxy Summary In this Proxy Statement the terms "OSI Systems," "the Company," "we," "us," and "our" refer to OSI Systems, Inc. Certain statements in this Proxy Statement, other than historical information, including statements relating to our business plans and objectives, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may appear throughout this report. Words such as "project," "believe," "anticipate," "plan," "expect," "intend," "may," "should," "will," "would," and similar words and expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve uncertainties, risks, assumptions and contingencies, many of which are outside our control. Assumptions upon which our forward-looking statements are based could prove to be inaccurate, and actual results may differ materially from those expressed in or implie

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