Cary Okawa
OSI SYSTEMSAbout Cary Okawa
Cary Okawa is Chief Accounting Officer (CAO) at OSI Systems (OSIS), appointed effective August 21, 2024; he has 30+ years in financial management and public accounting, is a Certified Public Accountant, and holds a BBA in Accounting from the University of Hawaii . He previously served as OSI’s Vice President & Corporate Controller (2019–2021; Aug 2023–Aug 2024) and has senior accounting leadership roles at Binance.US (2022–2023), Acorns (2021–2022), and Natural Products Group (2016–2019), as well as 11 years at PwC including Senior Audit Manager . Company performance context in FY2025: sales of ~$1.7B and EPS of $8.71; backlog of ~$1.8B; employees ~7,337; and three-year incentive metrics achieved CAGR revenue growth of 7.49% and operating income growth of 17.47%; OSI’s TSR translated to $301.26 value of a $100 initial investment in 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OSI Systems | Vice President & Corporate Controller | 2019–2021; Aug 2023–Aug 2024 | Led corporate controllership across reporting cycles and transitions |
| PricewaterhouseCoopers LLP | Senior Audit Manager (and prior roles) | 1990–2000 | Managed audits; capital markets and reporting rigor |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Binance.US | Chief Accounting Officer | 2022–2023 | Built public-company caliber controls in crypto/fintech accounting |
| Acorns Grow, Incorporated | Chief Accounting Officer | 2021–2022 | Scaled accounting for consumer fintech growth |
| Natural Products Group | Chief Accounting Officer | 2016–2019 | Led accounting in multi-brand consumer products |
Fixed Compensation
- OSI’s Summary Compensation Table discloses Named Executive Officers (NEOs) only (CEO, Executive Chairman, CFO, General Counsel, CTO Opto, O&M President). Cary Okawa is not a NEO, and his base salary, bonus, and cash compensation are not disclosed in the proxy .
Performance Compensation
- Company executive program (context): For FY2025, annual incentives for corporate NEOs were formulaic based on Adjusted ROE (AROE); target 24.35%, and OSI achieved 25.31% . Long-term incentives for NEOs were 100% performance-based RSUs tied to three-year CAGR revenue (20% weight) and operating income (80% weight), with FY2025 achievements of 7.49% revenue CAGR and 17.47% operating income CAGR; annual “additional shares” mechanics also apply . Specific performance award details for Cary Okawa are not disclosed.
Company NEO Incentive Framework (FY2025)
| Metric | Weighting | Target | Actual | Payout Mechanics |
|---|---|---|---|---|
| Adjusted ROE (Annual Cash Incentive) | N/A | 24.35% | 25.31% | Scaled 0–200% of salary based on AROE tiers |
| Revenue CAGR (3-year) | 20% | 5.0% vests 100%; <2.0% vests 0% | 7.49% (FY2025 reference) | 0–100% initial vesting; 10–60% additional shares for annual performance ≥5.5% |
| Operating Income (EBIT) CAGR (3-year) | 80% | 7.0% vests 100%; <3.0% vests 0% | 17.47% (FY2025 reference) | 0–100% initial vesting; 10–60% additional shares for annual performance ≥7.5% |
Note: Framework applies to NEOs as disclosed; Cary Okawa’s individual incentive metrics, grant sizes, and vesting are not disclosed in the proxy .
Equity Ownership & Alignment
- Beneficial ownership: The proxy lists director and executive officer share counts; Cary Okawa is not individually enumerated. Table footnote states no shares are pledged as security for listed holders .
- Stock ownership guidelines: Executive officers must own Company stock valued at ≥5x base salary; unvested RSUs count toward compliance; executives have 5 years from appointment; until compliant, must retain ≥50% of net shares from vesting/exercise. Disclosure states each Named Executive Officer meets or exceeds guidelines; non-NEO compliance status (including CAO) not specified .
- Hedging/pledging: Prohibited for executives and directors; as of the proxy date, no NEOs or directors have pledged shares .
- Section 16 reporting: Company believes executive officers and directors complied in FY2025, except two late Form 4s by Dr. Ballhaus and one by Mr. Hawkins; none noted for Okawa .
Employment Terms
- Appointment: Board appointed Cary Okawa as Chief Accounting Officer and principal accounting officer effective August 21, 2024; age 58 at appointment; no material related-party transactions and no selection arrangements; not related to any director or executive officer .
- Contract and severance: Employment agreements are disclosed for the CEO, CFO, and General Counsel; none disclosed for Okawa. Severance, change-of-control, non-compete, non-solicit, and garden leave terms specific to Okawa are not disclosed .
- Clawback: OSI adopted a clawback policy consistent with SEC/Nasdaq rules for incentive compensation recoveries after restatements; clawback provisions also embedded in NEO employment agreements. Policy applies broadly to current/former executive officers; individual agreement terms for Okawa not disclosed .
Company Performance Context (for alignment analysis)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Income ($USD) | $91,778,000 | $128,154,000 | $149,637,000 |
| Operating Income ($USD) | $135,279,000 | $189,061,000 | $217,524,000 |
| TSR – $100 Initial Value | $157.86 | $184.24 | $301.26 |
| Sales ($USD) | — | — | ~$1.7B |
| EPS ($USD) | — | — | $8.71 |
| Backlog ($USD) | — | — | ~$1.8B |
Investment Implications
- Alignment: Strong governance architecture—performance-based long-term equity for NEOs, robust clawback, prohibition on hedging/pledging, and stringent ownership guidelines—supports executive-stockholder alignment; CAO is subject to the anti-hedging/pledging policy and ownership guidelines, but individual compliance and grant detail for Okawa are not disclosed .
- Retention/insider pressure: Without Form 4 data or award schedules for Okawa, we lack visibility into near-term vesting events or selling pressure; monitor Section 16 filings for any RSU vesting and sales by the CAO going forward .
- Compensation structure risk: The Company’s reliance on revenue and operating income growth and AROE for NEO incentives indicates high pay-for-performance sensitivity; CAO-specific annual/long-term incentive metrics are undisclosed, limiting precision in pay-performance analysis for Okawa .
- Governance/say-on-pay signal: 2024 say-on-pay support was ~64% amid a one-off CEO stay bonus; the compensation committee maintained its approach in FY2025, reflecting confidence in performance-based design—constructive for alignment, but continued monitoring of shareholder feedback is prudent .