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 |
Payment of Filing Fee (Check the appropriate box): | ||
[X] | No fee required. | |
[ ] | 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): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
[ ] | Fee paid previously with preliminary materials. | |
[ ] | 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. | |
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) |
Date Filed: |
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11409
Valley View Road
Eden Prairie, MN 55344-3617 www.nve.com |
Sincerely, | |
![]() Curt A. Reynders |
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Chief Financial Officer and Secretary |
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www.nve.com/investorEvents | www.nve.com/AnnualReports | www.YouTube.com/NveCorporation |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON August 5, 2021: 1) The Company’s Proxy Statement for the 2021 Annual Meeting of Shareholders, 2) Shareholder Letter, and 3) Annual Report on Form 10-K for the year ended March 31, 2021 are available at www.nve.com/AnnualReports. |
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11409
Valley View Road
Eden Prairie, MN 55344-3617 www.nve.com |
(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)) |
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Common Stock
that may be issued as of March 31, 2021 |
30,500 | $68.28 | 124,730 |
Name of Beneficial Owner |
Number of Shares Beneficially Owned(1) |
Percentage of Common Stock Outstanding |
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Kayne Anderson Rudnick Investment Management, LLC 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067 |
646,037 | (2) | 13.4 | % | |
Royce & Associates LP 745 Fifth Avenue, New York, NY 10151 |
356,143 | (3) | 7.4 | % | |
BlackRock Inc. 55 East 52nd Street, New York, NY 10055 |
355,193 | (4) | 7.3 | % | |
Vanguard Group Inc. 100 Vanguard Blvd., Malvern, PA 19355 |
274,186 | (5) | 5.7 | % | |
Daniel A. Baker | 83,686 | (6) | 1.7 | % | |
Curt A. Reynders | 2,871 | * | |||
Peter G. Eames | - | * | |||
Patricia M. Hollister | 9,040 | (7) | * | ||
Terrence W. Glarner | 7,200 | (8) | * | ||
Richard W. Kramp | 7,000 | (9) | * | ||
Gary R. Maharaj(10) | 7,000 | (9) | * | ||
James W. Bracke | - | * | |||
All directors and named executive officers as a group (seven persons) | 112,297 | 2.4 | % |
*Less than 1% |
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(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 17, 2021. According to that Schedule,
Kayne Anderson Rudnick Investment Management, LLC (“KAR”) had no voting
authority for 10,441 shares. According to a Schedule 13G/A filed by KAR with
the SEC February 12, 2021, as of December 31, 2020 KAR beneficially
owned 649,455 shares; Virtus Investment Advisers, Inc., 532,075 shares; and Virtus
Equity Trust on behalf of Virtus KAR Small Cap Growth Fund, 482,690 shares. That
filing also reported shared voting and investment powers of KAR, 532,075 shares;
Virtus Investment Advisers, Inc., 532,075 shares; and Virtus Equity Trust on behalf
of Virtus KAR Small Cap Growth Fund, 482,690 shares. |
(3) | Based on information contained in Schedule 13F filed with the SEC on
May 10, 2021. |
(4) | Based on information contained in Schedule 13F filed with the SEC on
May 7, 2021, which included BlackRock Inc. and a number of subsidiaries.
According to the Schedule, BlackRock Inc. had no voting authority for a total
of 3,662 shares. |
(5) | Based on information contained in Schedule 13F filed with the SEC on
May 14, 2021. According to the Schedule,
The Vanguard Group had no voting authority for 265,148 shares. |
(6) | Includes 2,500 shares issuable on the exercise of options that are currently
exercisable. |
(7) | Includes 8,000 shares issuable on the exercise of options that are currently
exercisable. |
(8) | Includes 6,000 shares issuable on the exercise of options that are currently
exercisable. |
(9) | Consists solely of shares issuable on the exercise of options that are currently
exercisable. |
(10) | Mr. Maharaj is not standing for reelection as a director. |
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-K Item
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 Company. |
2. | The basis on which the related person is deemed a related person within the
meaning of Regulation S-K Item
404(a), if applicable. |
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 of Directors
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Terrence W.
Glarner |
Daniel A.
Baker |
Patricia M.
Hollister |
Richard W.
Kramp |
James W.
Bracke |
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Skills and Experience | |||||||
Director experience
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Senior executive experience
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Experience in electronics
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Experience in the medical device
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Experience with corporate development,
mergers,
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Business-to-business sales
management experience
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Financial expert
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Cybersecurity experience
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Experience aligning compensation
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Independent of Management
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Demographic Background | |||||||
NVE Board tenure
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22 years
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20 years
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17 years
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7 years
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First-time nominee
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Age
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78
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63
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61
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75
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74
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Educational background
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English;
Law |
Engineering;
Business |
Accounting
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Engineering
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Microbiology
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Race/ethnicity
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White/Caucasian
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White/Caucasian
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White/Caucasian
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White/Caucasian
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White/Caucasian
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Gender
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Male
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Male
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Female
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Male
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Male
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Terrence W.
Glarner |
Daniel A.
Baker |
Patricia M.
Hollister |
Richard W.
Kramp |
Gary R.
Maharaj |
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Audit Committee |
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Compensation Committee |
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Nominating/Corporate Governance |
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Patricia M. Hollister | Terrence W. Glarner | Gary R. Maharaj |
Name | Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($)(1) |
All Other Compensation ($) |
Total ($) | ||||||
Terrence W. Glarner | 11,000 | - | 7,510 | - | 18,510 | ||||||
Patricia M. Hollister | 10,500 | - | 7,510 | - | 18,010 | ||||||
Richard W. Kramp | 10,000 | - | 7,510 | - | 17,510 | ||||||
Gary R. Maharaj(2) | 10,000 | - | 7,510 | - | 17,510 | ||||||
James W. Bracke | - | - | - | - | - |
(1) | 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, 2021. As of March 31, 2021,
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;
Mr. Kramp, 7,000; and Mr. Maharaj, 7,000. |
(2) | Mr. Maharaj is not standing for reelection as a director. |
“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables, and narrative discussion is hereby APPROVED.” |
What We Do | What We Don’t Do | |
Compensation is aligned with performance. Although our CEO and CFO total compensation is not directly based on the performance of our Common Stock, it is linked to growth and profitability, which we expect to drive shareholder value. Our CEO and CFO have significant exposure to our stock price. Although they are not required to do so, both our CEO and CFO have significant holdings of company stock. As of March 31, 2021, Mr. Baker held company stock with a market value of 15 times his fiscal 2021 salary, and Mr. Reynders held a value of 0.9 times his salary. |
We don’t overpay. Our Compensation Committee believes it would be difficult to achieve performance that would result in CEO compensation comparable to public companies with comparable revenues or market capitalization. We don’t unduly dilute our shareholders. We have a low stock option burn rate and overhang, and options awards to our NEOs have been modest. 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 ($)(1) |
Non-equity
Incentive Plan Compensation($)(2) |
All Other Compensation ($)(3) |
Total ($) |
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Daniel A. Baker | 2021 | 369,564 | - | 17,100 | 64,129 | 13,230 | 464,023 | |||||||
President and CEO | 2020 | 358,800 | - | - | 78,075 | 13,080 | 449,955 | |||||||
Curt A. Reynders | 2021 | 215,000 | - | - | 12,826 |
11,515 | 239,341 | |||||||
Chief Financial Officer | 2020 | 206,700 | - | - | 15,615 | 11,349 | 233,664 | |||||||
Peter G. Eames | 2021 | 191,436 | - | - | - | 10,423 | 201,859 | |||||||
Vice President, Advanced Technology | 2020 | 182,320 | - | - | - | 10,147 | 192,467 |
(1) | 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, 2021. |
(2) | Paid based on performance achieved during the fiscal year under plans approved
by our Compensation Committee at the beginning of the fiscal years. |
(3) | 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. |
By Order of the Board of Directors | |
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June 21, 2021 |
1. | Elect five directors. | |||||
01 | Terrence W. Glarner | 03 | Patricia M. Hollister | 05 | James W. Bracke | |
02 | Daniel A. Baker | 04 | Richard W. Kramp | |||
[ ] | Vote FOR all nominees (except as marked) |
[ ] | Vote WITHHELD from all nominees |
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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 Boulay PLLP as our independent registered public accounting firm for the fiscal year ending March 31, 2022. | |||
[ ] FOR | [ ] AGAINST | [ ] ABSTAIN | ||
(please sign on the other side) |