Deepak Chopra
OSI SYSTEMSAbout Deepak Chopra
Founder of OSI Systems; served as CEO and President from inception in May 1987 until December 31, 2024, then transitioned to Executive Chairman in January 2025 and is scheduled to become Chairman of the Board effective January 1, 2026 . Age 74; Director since 1987; holds a B.S. in Electronics (Punjab Engineering College) and an M.S. in Semiconductor Electronics (University of Massachusetts, Amherst) . Under his leadership, OSIS delivered record results with FY2025 sales of ~$1.7B, EPS $8.71, a year-end backlog of ~$1.8B, and TSR indexed value rising to 301.26; FY2025 operating income was ~$217.5M and net income ~$149.6M . Long-term incentives are tied to compound annual growth in revenue and operating income; for the period ended June 30, 2025, OSIS achieved 7.49% revenue CAGR and 17.47% operating income CAGR vs baseline, resulting in performance-based share vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OSI Systems | Founder; CEO & President; Executive Chairman | 1987–2024 (CEO/President); 2025–present (Exec. Chairman) | Built diversified security, healthcare, and optoelectronics platform; delivered record revenues/TSR |
| ILC (United Detector Technology division) | Chairman, CEO, President, COO | 1976–1979; 1980–1987 | Management experience; OSI acquired UDT assets in 1990, foundational to security portfolio |
| Intel; TRW Semiconductors; RCA Semiconductors | Various technical positions | — | Deep domain expertise in semiconductors/electronics |
External Roles
- No other public company board roles disclosed in OSIS proxy biography for Mr. Chopra .
Fixed Compensation
| Component | FY2023 ($) | FY2024 ($) | FY2025 ($) |
|---|---|---|---|
| Base Salary | 995,000 | 1,034,800 | 664,392 |
| All Other Compensation (benefits, car, insurance, matches) | 85,392 | 79,110 | 89,666 |
| Defined Benefit Plan – Change in Present Value | 204,135 | (8,751,465) | (660,585) |
| Director Stipend (Exec. Chairman service) | — | — | Note: $300,000 for first half of FY2026 (not FY2025) |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (FY2025) | Adjusted ROE (AROE) | 100% | 24.35% | 25.31% | $1,285,440 | Annual cash; formulaic schedule up to 200% of salary |
| Long-Term RSUs (Performance-Based) | Revenue CAGR | 20% | 5.0% for 100% vest on 3-year metric | 7.49% (FY2025 period) | Earned additional shares under annual performance provision | 3-year performance vesting; annual additional shares for outperformance |
| Long-Term RSUs (Performance-Based) | Operating Income (EBIT) CAGR | 80% | 7.0% for 100% vest on 3-year metric | 17.47% (FY2025 period) | Earned additional shares under annual performance provision | 3-year performance vesting; annual additional shares for outperformance |
| FY2025 Plan Grants | Performance RSUs (target/max) | — | Target: 18,768; Max: 30,029 (8/14/2024 grant) | — | Grant-date fair value: $2,609,127 | 3-year program; change-in-control accelerates initial grant; remaining annual periods assumed max |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Oct 15, 2025) | 277,912 shares; 1.6% of outstanding (16,977,595 shares) |
| Unvested/Unearned Performance RSUs (Jun 30, 2025) | 108,404 units; $24,375,723 market value (at $224.86) |
| RSUs Vested in FY2025 | 164,638 shares vested; $37,020,501 realized value |
| Pledging/Hedging | Prohibited; no shares pledged by any NEO or director |
| Executive Ownership Guidelines | 5x base salary; unvested RSUs count; all NEOs meet/exceed |
| Director Ownership Guidelines | 5x annual retainer; unvested RSUs count; all directors meet/exceed |
Employment Terms
| Provision | Details |
|---|---|
| Current Employment Agreement | None; Chopra’s employment agreement expired Jan 1, 2024 |
| Pre-2024 Agreement Terms (historical) | If terminated without cause/non-renewal/for good reason: lump-sum equal to 3x average of highest two years total comp (salary, bonus/incentive excluding special programs, equity fair value, annualized benefits), acceleration of equity awards and extended option exercise window; alternative CIC formula of 2.99x base amount (IRC 280G) with offsets |
| Stay Bonus | $13.5M paid upon continued employment through Jan 1, 2024 |
| Non-Solicit | 18 months post-expiration, covering executives/supervisors/managers |
| Clawback Policy | Adopted Oct 2023; recovers incentive pay for restatements over prior 3 fiscal years; each NEO’s agreement includes clawback |
| Hedging/Pledging Policy | Hedging and pledging prohibited for executives and directors |
| Defined Benefit Plan (Nonqualified) | Only participant: Chopra; total benefit $14.5M (CPI-adjusted) starting Jan 1, 2024 with $5.25M initial and quarterly installments; CIC acceleration provisions detailed; 2024 PV $5,299,079 and payments $6,068,721; 2025 PV change $(660,585) with $1,362,039 distributions |
| Executive Chairman Compensation | $300,000 for service during first half of fiscal 2026; officers do not receive director meeting fees |
Board Governance
- Role: Executive Chairman (no Board committee membership); scheduled to become Chairman Jan 1, 2026 .
- Independence: Board determined Chopra (and CEO Mehra) are not independent; all committee members are independent; Lead Independent Director in place (Ballhaus) to balance leadership structure .
- Family Relationship: Chopra is first cousin of CEO Ajay Mehra; disclosed in proxies .
- Board/Committee Activity: FY2025 Board held 8 meetings; all directors attended >75%; committees: Audit (4 mtgs), Compensation (2 mtgs), Nominating (1), Risk (4), Technology (3) .
- Director Compensation Structure (FY2025): Non-employee directors receive $80,000 annual retainer, $150,000 RSUs; additional retainers/fees for Lead Director and committee roles; meeting fees; RSUs vest 25% annually over 4 years .
Compensation Trend (Multi-Year)
| Component | FY2023 ($) | FY2024 ($) | FY2025 ($) |
|---|---|---|---|
| Stock Awards (grant-date fair value) | 4,833,221 | 4,000,008 | 2,609,127 |
| Non-Equity Incentive Plan Compensation | 1,990,000 | 2,069,600 | 1,285,440 |
| Bonus (Stay Bonus) | — | 13,500,000 | — |
| Total Compensation | 8,107,748 | 20,683,518 | 4,648,625 |
Performance & Track Record
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| TSR (Indexed to $100) | 136.17 | 114.47 | 157.86 | 184.24 | 301.26 |
| Net Income ($) | 74,049,000 | 115,347,000 | 91,778,000 | 128,154,000 | 149,637,000 |
| Operating Income ($) | 115,371,000 | 121,749,000 | 135,279,000 | 189,061,000 | 217,524,000 |
Say-on-Pay & Peer Group
- Say-on-Pay: 64% approval in 2024 (majority support despite $13.5M stay bonus elevating total comp); 2023 had ~94% approval; approach maintained for 2025 with stronger performance orientation .
- Compensation Peer Group: AAR, Avanos, Cognex, Enovis, Extreme Networks, F5, Haemonetics, Hexcel, IPG Photonics, Itron, Knowles, Kratos, Lumentum, Masimo, Methode, Netgear, NetScout, Novanta, Varex, Viasat, Viavi, Vishay; updated in 2025 (Infinera and Kaman no longer public) .
Related Party & Red Flags
- Related Party Interests: ECIL-Rapiscan JV—Company owns 36%; Chopra owns 10.5%; Mehra 4.5%; earnings immaterial to OSIS results .
- Family Compensation: Chopra’s brother is SVP/GM India; FY2025 compensation ~$430,000 .
- Governance Mitigations: Lead Independent Director; independent committees; hedging/pledging prohibited; clawback policy adopted .
- Low Say-on-Pay 2024 driven by stay bonus (non-recurring); program otherwise performance-weighted .
Equity Award Activity (FY2025)
| Item | Value |
|---|---|
| Performance Shares Earned (FY2025) | 55,631 shares per program outcome |
| Additional Shares Earned (Annual Performance) | 82,845 shares for FY2025 outperformance |
Investment Implications
- Alignment improving: Transition from CEO to Executive Chairman and scheduled move to Chairman should reduce guaranteed cash and reinforce board oversight; equity remains heavily performance-based (20% revenue, 80% EBIT), with clawback and no hedging/pledging—positive for alignment and risk controls .
- Retention/overhang: Significant unearned RSUs ($24.4M market value) and recent large vestings ($37.0M) suggest continued vesting supply; though no pledging mitigates forced selling, monitor Form 4s for selling pressure around vest dates .
- Compensation optics: 2024 stay bonus depressed say-on-pay (64%); with that removed and strong operating performance (FY2025 OI ~$217.5M, TSR 301), pay-for-performance narrative is stronger, likely reducing governance overhang .
- Governance risks: Family ties (CEO is first cousin; brother employed in India) and JV stake introduce related-party optics—immaterial earnings but require continued Audit Committee oversight; Lead Independent Director structure helps mitigate dual-role concerns .