UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Principal Officers, Election of Directors, Appointment of Principal Officers; Compensatory Arrangements of Principal Officers |
Compensation of Chief Executive Officer
On December 29, 2023, pursuant to approval of the Compensation Committee of the Board of Directors of Pro-Dex, Inc. (“Pro-Dex” or the “Company”), Richard L. Van Kirk, the Company’s Chief Executive Officer, had an increase in base salary from $305,000 to $350,000 per year effective with the Company’s next bi-weekly pay period. Other than the increase in base salary, Mr. Van Kirk’s employment with the Company continues on an at-will basis on the terms previously disclosed.
Bonus Award
On December 29, 2023, the Compensation Committee approved a bonus plan for Mr. Van Kirk, commencing this current fiscal year ending June 30, 2024 (“Fiscal 2024”) and continuing annually thereafter, based upon annual performance metrics whereby he may earn a cash bonus up to $140,000 per fiscal year, as well as an additional bonus based upon other business targets. Although not yet calculable, we believe that one or more of the performance metrics and/or business targets are likely to be achieved in Fiscal 2024, which we currently anticipate could result in a cash bonus for Fiscal 2024 in the range of $75,000 to $300,000.
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.
| Date: January 4, 2024 | Pro-Dex, Inc. | |
| By: | /s/ Alisha K. Charlton | |
| Alisha K. Charlton | ||
| Chief Financial Officer | ||