Gerald Chizever
OSI SYSTEMSAbout Gerald Chizever
Gerald Chizever (age 81) is an independent director of OSI Systems, Inc., serving since October 2016. A retired corporate attorney, he was a partner at Loeb & Loeb LLP (2004–2024) with deep experience in M&A, corporate finance, securities offerings, governance, and regulatory compliance; he holds a B.B.A. in Accounting and a J.D. from George Washington University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loeb & Loeb LLP | Partner (Corporate) | 2004–2024 | Led matters across M&A, capital markets, governance, and compliance in highly regulated industries |
External Roles
- No current public company directorships disclosed for Mr. Chizever in OSIS’s proxy .
Board Governance
- Committee assignments: Co-Chair, Risk Management Committee; Member, Technology Committee .
- Independence: Board determined all current directors except Chopra and Mehra are independent (includes Chizever) .
- Attendance: The Board met 8 times in FY2025; all directors attended >75% of Board and committee meetings and all attended last year’s annual meeting .
- Committee activity levels (FY2025): Risk Management Committee – 4 meetings; Technology Committee – 3 meetings .
- Risk oversight: Risk Management Committee covers strategic, operational, legal/regulatory, compliance, environmental/climate, and reputational risks; it also reviews compliance programs and succession planning .
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Fees earned or paid in cash | $152,500 |
| Stock awards (grant-date fair value) | $195,045 |
| Total | $347,545 |
- Program features: Annual Board cash retainer $80,000; Lead Director $35,000; Committee chair retainers (Audit $25,000; Compensation $25,000; Nominating $10,000; Technology $15,000; Risk Management $15,000). Directors also receive RSUs (e.g., Board service grant $150,000); meeting fees generally $3,000 per meeting (vary by committee), with RSU grants for certain committee memberships; RSUs vest 25% annually over 4 years .
Performance Compensation
| Equity Grants (FY2025) | Details |
|---|---|
| RSUs granted to Chizever | 1,403 units; fair value $139.02 per share; time-based vesting 25% annually over 4 years |
| Committee-linked equity | Risk Management Committee members received RSU grants valued at $25,000; Technology Committee non-chair members received RSU grants valued at $20,000 (plus $10,000 cash) |
- Performance metrics: OSIS’s director RSUs are time-based; no performance metrics disclosed for director equity awards .
Other Directorships & Interlocks
| Entity | Role | Interlock/Comments |
|---|---|---|
| — | — | No other public company directorships disclosed for Chizever |
| Compensation Committee Interlocks | — | None during FY2025 (no insider participation or interlocks) |
Expertise & Qualifications
- Corporate governance, compliance, and experience in highly regulated industries; prior general corporate counsel roles advising public and private companies .
- Education: B.B.A. in Accounting; Juris Doctorate (George Washington University) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 6,818 | Includes 5,873 shares held by The G & C Chizever Family Trust |
| Ownership % of OSIS common | * (<1%) | “*” denotes less than 1.0% of class |
| Unvested stock awards outstanding | 4,276 RSUs | As of June 30, 2025 |
| Shares pledged as collateral | None | No shares pledged; company prohibits hedging/pledging |
| Director ownership guideline | 5x annual retainer | Each director meets or exceeds guideline; unvested RSUs counted toward compliance |
Governance Assessment
- Strengths: Independent director with governance/compliance expertise; Co-Chair of Risk Management Committee overseeing key enterprise risks; strong attendance; equity ownership aligned via 5x retainer guideline; no hedging/pledging and robust clawback policy at company level .
- Potential conflicts (mitigated): Former partner at Loeb & Loeb; the firm advises OSIS. Board reviewed nominal fee levels well below Nasdaq independence thresholds and determined Chizever remains independent; related-party transactions >$75k are reviewed by the Audit Committee under a formal policy .
- Compensation structure: Director pay combines cash retainers, meeting fees, and time-based RSUs; presence of committee-linked RSUs supports engagement but lacks performance-based metrics for directors (typical for many boards) .
- Shareholder context: 2024 say-on-pay support was ~64%; Compensation Committee acknowledged investor feedback and maintained pay-for-performance for executives, with prohibition on hedging/pledging and clawbacks—supportive of broader governance quality though not director-specific .
RED FLAGS
- Related-party exposure: Ongoing legal advisory by a firm where Chizever was a partner until 2024; although deemed immaterial and independence preserved, continued monitoring is prudent .
- Performance linkage for director equity: RSUs are time-based with no disclosed performance metrics; reliance on ownership guidelines partly offsets alignment concerns .
Overall, Chizever’s legal/governance background, risk committee leadership, independence, and attendance bolster board effectiveness; the Loeb & Loeb relationship has been vetted and deemed immaterial, reducing conflict risk while warranting periodic review .