James W. Bracke
About James W. Bracke
Independent director of NVE Corporation since 2021; age 78; tenure 4 years as of June 13, 2025. Ph.D. in Microbiology (University of Iowa College of Medicine). Former public-company CEO with deep medical device and operating leadership experience; currently runs a business and technology consulting firm. Board-designated independent; identified as a financial expert with cybersecurity experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lifecore Biomedical, Inc. (public) | President & CEO | 1983–2004 | Led public medical device manufacturer; public-company operating and governance experience noted by NVEC as qualification |
| EPIEN Medical Inc. (private) | Vice President, Oral Health | Apr 2014–Sep 2018 | Medical device operating leadership |
| Boulder Creek Consulting, LLC | President | Since 2004 | Business and technology consulting; ongoing role |
| Image Sensing Systems (now Autoscope) | Chairman of the Board | Sep 2011–Jun 2016 | Board leadership at a public technology company |
External Roles
| Organization | Public/Private | Role | Start | Committees |
|---|---|---|---|---|
| Autoscope Technologies Corporation (formerly Image Sensing Systems, Inc.) | Public | Director | 2009–present | Audit; Nominating & Corporate Governance; Compensation |
Board Governance
- Independence: Board determined Bracke (and all directors except CEO) are independent under Exchange Act Rule 10A-3 and NASDAQ 5605(a)(2); no “golden leash” compensation arrangements disclosed.
- Committee assignments (NVEC): Audit Committee member; Nominating/Corporate Governance Committee member; not a committee chair.
- Financial expertise and cybersecurity: Audit Committee deems all members (including Bracke) “audit committee financial experts” and financially sophisticated; all have cybersecurity experience.
- Attendance and engagement: Board met 5 times in fiscal 2025; each director attended at least 75% of Board and committee meetings; independent directors meet in executive session at every regular meeting. (FY24: Board met 6 times; same attendance standard.)
- Overboarding policy: Directors (non-NEOs) should not serve on >3 other public boards; company states all directors comply (Bracke serves on one other public board).
- Related-party safeguards: No related-party transactions in the last two fiscal years; Audit Committee pre-approves any related-party transactions per charter and NASDAQ rules.
Fixed Compensation
Non-employee directors receive a quarterly retainer and an immediately vested stock option upon each re-election.
| Component | Terms | FY 2024 | FY 2025 |
|---|---|---|---|
| Cash fees (Bracke) | $2,500 per quarter | $10,000 | $10,000 |
| Option grant on re-election | Immediately vested, nonqualified option for 1,000 shares each re-election; Black-Scholes fair value shown in totals | $23,442 | $22,735 |
| Total director comp (Bracke) | Cash + option grant; no other comp | $33,442 | $32,735 |
| Option holdings (as of FYE) | All exercisable | 3,000 shares | 4,000 shares |
- Chair differentials: Additional $250/quarter for Board Chair; $125/quarter for Audit Chair (Bracke holds neither).
- No perquisites for directors.
Performance Compensation
Director pay is not performance-based; there are no revenue/EBITDA/TSR-linked metrics for directors.
| Component | Performance linkage | Details |
|---|---|---|
| Cash retainer | None | Flat quarterly fee; forfeited if service ends; no meeting fees disclosed |
| Equity (annual option on re-election) | None | Immediately vested NQO for 1,000 shares each re-election; value based on Black-Scholes; not tied to specific KPIs |
No RSUs/PSUs, performance metrics, or bonus plans apply to directors per proxy disclosures.
Other Directorships & Interlocks
| Company | Relationship to NVEC | Notes |
|---|---|---|
| Autoscope Technologies Corporation | No disclosed customer/supplier/competitor linkage | Focuses on above-ground traffic detection tech; no NVEC related-party dealings disclosed |
Expertise & Qualifications
- Public-company leadership (former CEO of Lifecore Biomedical) and board leadership (former chair, Image Sensing Systems).
- Medical device industry experience and technical background (Ph.D. Microbiology).
- Board-designated financial expert; cybersecurity experience; governance committee service.
Equity Ownership
| As-of date | Common shares held | Options exercisable | Total beneficial ownership | % of outstanding |
|---|---|---|---|---|
| June 7, 2024 | Not separately stated (total includes options) | 3,000 | 3,500 (incl. options) | <1% |
| June 13, 2025 | 600 (implied: 4,600 total – 4,000 options) | 4,000 | 4,600 | <1% |
- Shares outstanding: 4,833,676 (record date June 7, 2024); 4,837,166 (record date June 13, 2025).
- Hedging/pledging: Prohibited for directors and NEOs.
- Director stock ownership guidelines: Not disclosed in proxy.
Governance Assessment
Strengths
- Independent director with audit, nominating/governance committee roles; designated financial expert and cybersecurity experience, supporting oversight quality.
- Attendance meets threshold; independent executive sessions at every meeting; separation of Chair/CEO and strong risk oversight disclosures.
- No related-party transactions; strict prohibitions on hedging/pledging; timely Section 16 filings.
Potential investor considerations
- Director equity is primarily via immediately vested options; limited disclosed direct share ownership (approx. 600 shares as of June 13, 2025), and no stated director ownership guideline—monitor alignment over time.
- Single other public-company directorship (Autoscope) appears within overboarding policy; continue to monitor for any evolving interlocks or transactions (none disclosed).
No RED FLAGS identified in filings for: related-party transactions, hedging/pledging, delinquent ownership reports, or low attendance.