Terrence W. Glarner
About Terrence W. Glarner
Independent Chairman of the Board of NVE; director since 1999 (tenure 26 years) and Chairman since January 2001; age 82 as of June 13, 2025. Education: B.A. in English (University of St. Thomas), J.D. (University of Minnesota School of Law), and Chartered Financial Analyst (CFA). Career: President of West Concord Ventures, Inc. since 1993; prior service as a director of several publicly traded companies; retired director of privately-held Bremer Financial Corp. in 2018 .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| NVE Corporation | Independent Director; Chairman of the Board | Director since 1999; Chairman since Jan 2001 | Board leadership; liaison between CEO and independent directors; presides over executive sessions; risk oversight |
| NVE Corporation | Audit Committee member | Ongoing | Audit Committee member; Board determined “audit committee financial expert”; cybersecurity oversight |
| NVE Corporation | Compensation Committee Chair | Ongoing | Oversees human capital; sets exec comp guidelines; administers option plan |
| NVE Corporation | Nominating/Corporate Governance Committee Chair | Ongoing | Board refreshment, committee selection, governance matters |
| West Concord Ventures, Inc. | President | Since 1993 | Venture capital leadership experience |
| Bremer Financial Corp. (private) | Director | Until 2018 | Board service at private financial institution |
| Various publicly traded companies (unspecified) | Director (past) | Not disclosed | General public company board experience |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| West Concord Ventures, Inc. | President | Since 1993 | Venture capital company |
| Bremer Financial Corp. (private) | Director | Until 2018 | Retired from role in 2018 |
| Various publicly traded companies (unspecified) | Director (past) | Not disclosed | Companies not named in proxy |
Board Governance
- Independence: Board determined all directors except the CEO are independent under SEC Rule 10A-3 and Nasdaq Rule 5605(a)(2); Glarner is independent .
- Board leadership: NVE separates Chair and CEO since 2001; Glarner serves as independent Chairman with oversight, agenda-setting, and shareholder liaison responsibilities .
- Committees: Audit (member), Compensation (Chair), Nominating/Corporate Governance (Chair); all committees comprised solely of independent directors .
- Attendance and engagement: Board met five times in fiscal 2025; each current director attended at least 75% of Board and committee meetings; independent directors meet in executive session at every regular meeting .
- Overboarding policy: Non-NEO directors limited to three other public boards; all directors comply .
- Board evaluation: Annual independent-managed self-evaluations; informs skills matrix and composition decisions .
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Quarterly cash retainer ($2,500/quarter) | $10,000 | $10,000 |
| Chairman fee ($250/quarter) | $1,000 | $1,000 |
| Audit Chair fee ($125/quarter) | $0 (not Audit Chair) | $0 (not Audit Chair) |
| Fees Earned or Paid in Cash (total) | $11,000 | $11,000 |
| Perquisites | None provided | None provided |
Notes: Non-employee directors automatically receive immediately vested nonqualified options to purchase 1,000 shares upon each re-election; no director meeting fees disclosed; unpaid cash compensation forfeited on termination/retirement/disability/death .
Performance Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Option Awards (grant-date fair value) | $23,442 | $22,735 |
| Director annual option grant policy | 1,000 options at each re-election, immediately vested | 1,000 options at each re-election, immediately vested |
| Options outstanding and exercisable (as of fiscal year-end) | 6,000 | 6,000 |
Notes: Grant-date fair values determined via Black-Scholes-Merton assumptions per 10-K Note 5; director grants are immediately vested, not performance-contingent .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Glarner beyond NVE .
- Prior boards: “Several other publicly traded companies” (not named); Bremer Financial Corp. (private), retired 2018 .
- Interlocks: No related-party or interlocking directorships with NVE customers/suppliers disclosed; audit committee reviews related party transactions; Company reports no related-person transactions in the past two fiscal years .
Say-on-Pay & Shareholder Feedback
| Item | 2024 Annual Meeting (Aug 1, 2024) | 2025 Annual Meeting (Aug 7, 2025) |
|---|---|---|
| Directors elected – Glarner votes For/Withheld | 2,782,656 For; 340,003 Withheld | 2,986,541 For; 283,523 Withheld |
| Say-on-Pay votes (For/Against/Abstain) | 3,015,808 For; 89,586 Against; 17,267 Abstain | 3,171,573 For; 87,852 Against; 10,637 Abstain |
| Proxy-reported say-on-pay approval rate | 97% approval at 2024 Annual Meeting | Not stated in proxy; item approved per 8-K |
Expertise & Qualifications
- Skills matrix: Public company directorship experience; electronics/semiconductor industry experience; medical device industry exposure; corporate development/M&A; financial expert; cybersecurity; climate risk; human capital; health and safety; compensation alignment; succession planning; independent of management .
- Education and credentials: BA (English), JD (Law), CFA; qualifies to serve as Chairman; Audit Committee members (including Glarner) designated “audit committee financial experts” under Item 407 .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) as of June 13, 2025 | 6,540 (includes options described below) |
| Options included in beneficial ownership | 6,000 shares currently exercisable |
| Ownership % of shares outstanding | Less than 1% (asterisk in table) |
| Shares outstanding reference | 4,837,166 shares outstanding as of June 13, 2025 |
| Pledging/Hedging | Company prohibits directors/officers from pledging, hedging, short sales, and derivatives on company stock |
| Rule 10b5-1 Plans (Q4 FY2025) | None adopted or terminated; no plans in effect |
Compensation Committee Analysis
- Composition and independence: Compensation Committee consists of Glarner (Chair), Hollister, and Wei; all are independent under Nasdaq Rule 5605(d)(2)(A); committee charter prohibits members from accepting consulting/advisory/compensatory fees from the Company (board fees excluded) .
- Use of consultants and benchmarking: Committee has authority to retain advisors but has not employed compensation consultants; no peer-based benchmarking; relies on surveys and government data (e.g., U.S. Bureau of Labor Statistics/Federal Reserve) .
- Equity award timing: Director option grants are automatic on Annual Meeting date; Committee states it does not time awards around material nonpublic information; NEO option grant policy adjusted to occur two business days after fiscal results release beginning FY2025 .
Related Party Transactions and Conflicts
- Company disclosure: No related-party transactions involving directors or related persons in the last two fiscal years; audit committee has formal preapproval and conflict review process under Nasdaq Rule 5630(a) and Minnesota statutes .
- Golden leashes: Directors disclosed no arrangements for compensation by third parties (“golden leashes”) .
Risk Indicators & Red Flags
- Section 16 compliance: All reports filed timely for FY2024; no delinquent filers noted .
- Legal proceedings: No material pending or threatened proceedings disclosed .
- Hedging/pledging: Prohibited for directors/officers, reducing alignment risk concerns .
- Board refreshment: No age or term limits; Board relies on evaluations and compensation policies to encourage refreshment—considering Glarner’s long tenure and age, this governance approach merits monitoring for succession and refreshment balance .
- Director equity awards: Immediate vesting options (non-performance-based), typical for directors but not tied to specific performance metrics .
Governance Assessment
- Strengths: Independent Chairman with deep public company and semiconductor sector experience; dual committee chair roles (Compensation; Nominating/Governance) support governance effectiveness; robust committee independence and clear charters; strong say-on-pay support (97% in 2024) signaling shareholder confidence; modest director cash fees; formal prohibitions on hedging/pledging; no related-party transactions .
- Watch items: Advanced age and extended tenure alongside the absence of formal age/term limits; director equity awards are immediately vested options with no performance conditions (standard for directors, but monitor alignment via ownership levels); continued oversight of succession and refreshment practices advisable .