Patricia M. Hollister
About Patricia M. Hollister
Independent director since 2004; age 65 with 21 years of board tenure as of June 13, 2025. Former CFO of FSI International (1998–2012), Director of Finance for TEL FSI (now TMEA) until retiring in 2016; earlier 12+ years at KPMG auditing public companies. B.S. in Accounting from St. Cloud State University; designated an “audit committee financial expert” and serves as Audit Committee Chair, with cybersecurity oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FSI International Inc. (public) | Chief Financial Officer | 1998–2012 | Executive officer of a publicly traded semiconductor equipment company |
| TEL FSI, Inc. (now TMEA) | Director of Finance | Until 2016 | Microelectronics equipment; retired in 2016 |
| KPMG LLP | Senior Manager (audit/consulting) | 12+ years prior to 1995 | Led audits of publicly traded companies; accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | No other current public-company directorships disclosed for Ms. Hollister in NVEC’s proxy . |
Board Governance
- Committees and roles (FY 2025): Audit Committee Chair; member, Compensation Committee; member, Nominating/Corporate Governance Committee .
- Meetings held (FY 2025): Board 5; Audit 4; Compensation 1; Nominating/Corporate Governance 4. Policy: independent directors meet in executive session at every regular board meeting. Each current director attended at least 75% of Board and committee meetings .
- Independence: Board determined all directors except the CEO are independent under Exchange Act Rule 10A-3 and NASDAQ 5605(a)(2) (no “golden leashes” disclosed) .
- Skills and credentials: Audit committee financial expert; financially sophisticated per NASDAQ 5605(c)(2)(A); cybersecurity oversight experience . Matrix shows age 65, 21-year tenure, accounting background, independent of management .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 10,500 | 10,500 |
| Option Awards ($) | 23,442 | 22,735 |
| Total ($) | 33,942 | 33,235 |
| Director Cash Retainer per Quarter ($) | 2,500 | 2,500 |
| Audit Committee Chair Fee per Quarter ($) | 125 | 125 |
- Structure: Non-employee directors receive $2,500 per quarter cash retainer; Audit Chair +$125 per quarter; Chairman +$250 per quarter; no perquisites; fees comprised solely of quarterly retainers and chair stipends; no meeting fees .
Performance Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Performance metrics tied to director pay | None disclosed; compensation consists of fixed cash fees and automatic option grants | None disclosed; compensation consists of fixed cash fees and automatic option grants |
| Equity grant type on reelection | Immediately vested nonqualified options to purchase 1,000 shares | Immediately vested nonqualified options to purchase 1,000 shares |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public-company boards | None disclosed in NVEC’s proxy for Ms. Hollister |
| Prior public-company boards | Not disclosed in NVEC’s proxy for Ms. Hollister |
| Shared directorships with NVEC customers/suppliers/competitors | Not disclosed; Audit Committee reviews/approves any related-party transactions; none in last two fiscal years |
Expertise & Qualifications
- Semiconductor industry and public-company finance experience (FSI CFO; TEL FSI finance), plus 12+ years auditing public companies at KPMG; B.S. Accounting .
- Audit Committee Chair; audit committee financial expert; cybersecurity oversight responsibilities; financially sophisticated under NASDAQ rules .
- Board skills matrix: independent of management; accounting background; 21-year tenure; age 65 .
Equity Ownership
| Metric (as of June 13, 2025) | Value |
|---|---|
| Shares Beneficially Owned | 9,040 |
| % of Shares Outstanding | <1% (denoted by “*” in proxy table) |
| Options Held (Exercisable) | 8,000 (all exercisable) |
| Options Held (Unexercisable) | 0 (all director options listed as exercisable) |
| Hedging/Pledging | Prohibited for directors and NEOs (no short sales, options, pledging/margining NVEC securities) |
Insider Trades
| Item | Status | Source |
|---|---|---|
| Section 16(a) filing timeliness | All directors’ reports timely for the period reviewed (FY ended March 31, 2024) | Proxy statement |
| Form 4 transactions (detail) | Not disclosed in proxy; refer to SEC EDGAR for individual Form 4s | Proxy statement |
Governance Assessment
- Strengths: Long-tenured independent Audit Chair with deep accounting/semiconductor finance background and PCAOB-facing oversight; audit committee financial expert designation; explicit prohibition on pledging and hedging; no related-party transactions in last two fiscal years; Section 16 filings timely .
- Compensation alignment: Modest cash fees ($10.5k) and small annual option grants (grant-date fair value ~$22.7k in FY25), with immediate vesting on reelection; no perquisites; compensation structure emphasizes service over pay and supports independence .
- Engagement signals: Board met 5 times; Audit 4; Nominating/Gov 4; Compensation Committee met once in FY25—appropriate for a small company but monitor for sufficiency as responsibilities include human capital oversight and option plan administration .
- Potential red flags: None evident—no pledging/hedging, no related-party transactions, and board independence affirmed. Note the Compensation Committee’s minimal meeting frequency (once in FY25) as a watch item rather than a red flag given scope and scale .
Year-over-year compensation mix: Cash ~31% vs options ~69% in FY24; cash ~31.6% vs options ~68.4% in FY25 (derived from disclosed amounts) .
Committee charters available online; Audit Committee also oversees cybersecurity and reviews related-party transaction policies—reinforces governance rigor .
Overboarding policy and diversity compliance: Board policy restricts excessive external board service; slate includes two women, with Ms. Hollister in a leadership role (Audit Chair) .