Kelly Wei
About Kelly Wei
Independent director since May 2024; age 47. Vice President of Corporate Strategy at Medtronic plc; prior roles include scientific, engineering, and senior management positions at Medtronic (since 2007) and a senior research scientist role at Boston Scientific (2004). Education: Ph.D. in Electrical Engineering and M.S. in Computer Engineering (Rensselaer Polytechnic Institute), M.S. in Integrative Biology & Physiology (University of Minnesota Medical School), B.S. in Electrical Engineering (Huazhong University of Science & Technology). Identified as independent under SEC Rule 10A-3 and NASDAQ Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific Corporation | Senior Research Scientist (Cardiac Rhythm & Disease Mgmt) | 2004 | Early-career scientific role in cardiac rhythm; informs med-tech perspective . |
| Medtronic plc | Various scientific, engineering, management, and senior management roles; currently VP, Corporate Strategy | Since 2007–present | Corporate strategy leadership; medical device domain and M&A/strategy experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Medtronic plc | Vice President, Corporate Strategy | Current | Large-cap med-tech operator; strategic expertise . |
| Abova, Inc. (private) | Director | Since Feb 2024 | Privately-held oral/overall health tech company . |
| Williams Syndrome Association | Trustee | Since 2021 | Non-profit governance experience . |
| Executive Coaching | Certified Executive Coach | Current | Leadership development credential . |
Board Governance
- Independence: Board determined all directors except the CEO are independent; no “golden leash” arrangements disclosed for any candidate, including Dr. Wei .
- Board leadership: Independent Chair (Terrence W. Glarner); roles of Chair and CEO separated since 2001 .
- Committee memberships (FY2025):
- Compensation Committee: Member (Chair: Glarner); Committee met once in FY2025; responsible for HCM and compensation oversight .
- Nominating/Corporate Governance Committee: Member (Chair: Glarner); met four times in FY2025 .
- Audit Committee: Not a member (Audit chaired by Hollister; all members deemed “financial experts”) .
- Attendance and engagement: Board met five times in FY2025; each current director attended at least 75% of Board and committee meetings; independent directors meet in executive session at every regular Board meeting .
- Overboarding: Company policy limits other public boards; all directors in compliance .
Fixed Compensation
| Period | Component | Amount | Notes |
|---|---|---|---|
| FY2025 | Quarterly cash retainer | $2,500 per quarter | Annualized $10,000; Kelly Wei “Fees Earned or Paid in Cash”: $10,000 . |
| FY2025 | Committee/Chair fees | $0 (for Wei) | Chair adders are $250/quarter (Board Chair) and $125/quarter (Audit Chair); Wei is not a chair . |
| FY2025 | Option award (non-employee director grant) | $22,735 grant date fair value | Non-qualified stock option; immediately vested on grant at reelection; Wei total compensation $32,735 . |
| FY2025 | Perquisites | None | Company states no perquisites for directors . |
Performance Compensation
- None disclosed for directors. No director bonuses, RSUs, PSUs, or performance metrics tied to director pay; director equity is time-based options that are immediately vested on (re)election .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Dr. Wei .
- Private/non-profit boards: Abova (private); Williams Syndrome Association (non-profit) .
- Potential industry adjacency: NVEC highlights medical device sensors as an important market; Wei is a Medtronic executive. Company discloses no related-party transactions in the past two fiscal years; Audit Committee reviews related-party matters per charter and NASDAQ rules .
Expertise & Qualifications
- Technical and sector expertise: Engineering Ph.D.; extensive medical device experience; corporate development/M&A exposure; management experience .
- Board skills matrix: Company emphasizes governance-critical capabilities (financial literacy, cybersecurity, climate risk, human capital, succession, compensation alignment); Wei contributes medical-device domain and corporate development perspective within that framework .
Equity Ownership
| As-of Date | Beneficial Ownership | Breakdown | Percent of Outstanding |
|---|---|---|---|
| June 13, 2025 | 1,000 shares beneficially owned | Entirely issuable upon exercise of currently exercisable options (1,000 options) . | “*” (less than 1%) per company table . |
| March 31, 2025 (options status) | 1,000 options exercisable | Director options are immediately vested on grant at (re)election . | N/A |
- Hedging/pledging: Company prohibits directors and NEOs from pledging, hedging, short sales, or derivatives on company stock .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Securities Transacted | Exercise/Price ($/sh) | Post-Transaction Options Owned | Security | Source |
|---|---|---|---|---|---|---|---|
| 2024-08-01 | 2024-08-02 | Award (Non-Qualified Stock Option) | 1,000 | 83.80 | 1,000 | NQSO | SEC link |
| 2025-08-07 | 2025-08-08 | Award (Non-Qualified Stock Option) | 1,000 | 61.72 | 2,000 | NQSO | SEC link |
Governance Assessment
-
Positives
- Independent director; no third‑party compensation (“golden leash”) and no related‑party transactions disclosed; robust related‑party review policy under Audit Committee oversight .
- Relevant domain expertise (med‑tech, engineering, corporate strategy/M&A) aligned with NVEC’s medical device sensor market exposure; strengthens Board competencies matrix .
- Conservative director pay structure with modest cash retainer and equity via immediately-vested options; no director perquisites; hedging/pledging prohibited, supporting alignment and risk controls .
- Independent Board leadership (separate Chair/CEO); regular executive sessions; attendance at or above 75% threshold across Board and committees; strong say‑on‑pay support (97% in 2024) indicative of positive investor sentiment .
-
Watch items
- Industry adjacency: Wei’s Medtronic role intersects with NVEC’s medical device sensor markets; while no related‑party transactions are disclosed, continued monitoring is appropriate given potential customer/supplier overlaps (Audit Committee policy in place) .
- Compensation Committee role: As a member, Wei participates in pay oversight; the committee met once in FY2025—ensure cadence remains adequate as responsibilities include HCM and safety oversight .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed . |
| Private boards | Abova, Inc., Director (since Feb 2024) . |
| Non-profit boards | Williams Syndrome Association, Trustee (since 2021) . |
| Interlocks / conflicts | None disclosed; company reports no related‑party transactions in past two fiscal years . |
Additional Board & Committee Details (Context)
| Topic | Disclosure |
|---|---|
| Independent Chair | Board Chair: Terrence W. Glarner (independent) . |
| Executive sessions | Independent directors meet at each regular Board meeting . |
| Audit Committee scope | Financial reporting, auditor oversight, cybersecurity; all members designated “financial experts” . |
| Nominating/Governance cadence | Four meetings in FY2025 . |
| Attendance policy/outcomes | Five Board meetings in FY2025; each current director attended ≥75% of Board and relevant committee meetings . |
| Overboarding policy | Compliant; limits other public boards; no exceptions disclosed . |
Director Compensation (FY2025 snapshot)
| Director | Cash ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Kelly Wei | 10,000 | – | 22,735 | – | 32,735 |
Equity Ownership Detail
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Kelly Wei | 1,000 | Entirely options currently exercisable (as of June 13, 2025); “<1%” of outstanding shares (4,837,166) . |
Policies Relevant to Alignment and Risk
- Hedging/Pledging: Prohibited for directors and NEOs (short sales, derivatives, hedging instruments, pledging/margining) .
- Independence confirmations: Directors disclosed no third‑party compensation for candidacy (NASDAQ Rule 5250(b)(3)) .
- Related-party oversight: Audit Committee pre-approval and fairness standards; no related‑party transactions disclosed in last two fiscal years .
Net investor implication: Wei brings directly relevant med‑tech strategy and engineering depth to a board that emphasizes independence and risk oversight. Director pay is modest with option-based alignment; no conflicts are disclosed, though her Medtronic role warrants routine monitoring under established related‑party policies .