Glenn Grindstaff
OSI SYSTEMSAbout Glenn Grindstaff
Glenn Grindstaff is Senior Vice President and Chief Human Resources Officer (CHRO) of OSI Systems, serving since February 2020. He is 63 years old and holds a Bachelor of Arts in Psychology from California State University, Northridge, with over 25 years of progressive HR leadership experience including prior VP-level roles at L3Harris Technologies, Honda Aircraft, and Spirent Communications . During his tenure, OSI delivered strong multiyear performance: FY2025 TSR of 301.26 vs peer 159.41, with net income rising from $74.0M in FY2021 to $149.6M in FY2025 and operating income from $115.4M to $217.5M, underpinning management’s pay-for-performance framework anchored in adjusted ROE (AROE) and long-term revenue/operating income CAGR metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| L3Harris Technologies | Vice President, Human Resources and Administration | 2010–2019 | Senior HR leadership supporting a major defense technology enterprise (specific initiatives not disclosed) |
| Honda Aircraft | Senior roles including Vice President, HR and Administration | Not disclosed | Led HR functions in aerospace manufacturing (specific initiatives not disclosed) |
| Spirent Communications | Vice President, Human Resources | Not disclosed | HR leadership in communications testing (specific initiatives not disclosed) |
External Roles
No public company board or external directorships were disclosed in the executive biography section for Grindstaff .
Fixed Compensation
Not disclosed in proxy tables (Grindstaff is not a Named Executive Officer (NEO); detailed salary/bonus figures for non-NEOs are not presented) .
Performance Compensation
Company programs applicable to corporate NEOs (CEO, CFO, General Counsel) are disclosed and indicate OSI’s broader incentive design. Grindstaff’s specific participation terms are not disclosed; below are the disclosed incentive structures and outcomes that frame compensation alignment.
- Annual incentive design (corporate NEOs): AROE-based with FY2025 target raised to 24.35%; FY2025 AROE achieved 25.31% .
| Metric | Weighting | Target | Actual | Payout Curve | Vesting/Notes |
|---|---|---|---|---|---|
| Adjusted Return on Equity (AROE) (annual) | Not disclosed for CHRO; corporate NEOs use AROE | 24.35% | 25.31% | 0% at <18.0%; 25% at 19.0%; 50% at 20.5%; 75% at 21.5%; 100% at 24.35%; 135% at 24.5%; 150% at 24.75%; 175% at 25.0%; 200% at ≥25.25% of base salary | Formulaic program; payout as % of base salary; disclosed for NEOs |
- Long-term performance RSUs (NEOs): 3-year program; 100% performance-based (except one time-based grant to a retiring NEO); vesting tied to compound annual revenue growth (20% weight) and compound annual operating income/EBIT growth (80% weight), with additional shares for strong year-by-year performance .
| Metric | Weighting | 3-Year Vesting Scale | Additional Annual Earnout Scale | Notes |
|---|---|---|---|---|
| Revenue CAGR | 20% | <2.0% = 0%; 2.0% = 25%; 3.0% = 50%; 4.0% = 75%; 5.0% = 100% | 5.5% = 10%; 6.0% = 20%; 6.5% = 30%; 7.0% = 40%; 7.5% = 50%; 8.0% = 60% of initial grant | Baseline set vs FY2023 GAAP |
| Operating Income (EBIT) CAGR | 80% | <3.0% = 0%; 3.0% = 10%; 3.5% = 30%; 4.0% = 50%; 5.0% = 70%; 6.0% = 85%; 7.0% = 100% | 7.5% = 10%; 8.0% = 20%; 8.5% = 30%; 9.0% = 40%; 9.5% = 50%; 10.0% = 60% of initial grant | Baseline set vs FY2023 GAAP |
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FY2025 long-term performance: Company reported FY2025 revenue CAGR of 7.49% and 15.76% (for grants with differing baselines) and operating income CAGR of 17.47% and 24.91%, driving incremental annual earnout shares for NEOs; CHRO-specific vesting outcomes were not disclosed .
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Change-of-control: For performance RSUs, initial grants vest upon change of control; remaining annual periods are assumed at maximum for awarding additional shares/units (NEO program terms) .
Equity Ownership & Alignment
- Executive stock ownership guidelines: Executive officers must hold OSI stock valued at least 5x base salary; until compliant, they must retain at least 50% of shares from option exercises or RSU vesting, net of taxes/exercise price. Unvested RSUs count toward compliance; unearned performance awards and unexercised options do not. Proxy states each NEO meets/exceeds the guideline; CHRO’s compliance status is not disclosed individually .
- Hedging/pledging: Company policy prohibits hedging and pledging for executives and directors; as of the proxy date, no shares pledged by any NEO or director. Policy also prohibits holding Company stock in margin accounts .
- Beneficial ownership: Security ownership tables list directors and NEOs; Grindstaff is not listed, and his beneficial share count is not disclosed in those tables .
Employment Terms
- Employment agreements: Disclosed agreements cover certain NEOs (Mehra, Edrick, Sze, Mansouri). No employment agreement for Grindstaff is disclosed in the proxy .
- Clawback: Adopted October 2023; applies to current/former executive officers, recovers excess incentive compensation over prior three fiscal years in the event of required accounting restatement, irrespective of fault. Each NEO’s employment agreement also includes clawback provisions .
- Non-compete/Non-solicit/Garden leave/Severance for CHRO: Not disclosed in available documents .
Company Performance During Grindstaff’s Tenure
| Metric | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Total Shareholder Return (start=$100) | 136.17 | 114.47 | 157.86 | 184.24 | 301.26 |
| Peer Group TSR (start=$100) | 112.85 | 99.56 | 116.39 | 121.83 | 159.41 |
| Net Income ($) | 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 |
Additional management commentary notes FY2025 record revenues and adjusted EPS, record year-end backlog, and operating margin expansion, reflecting strong operational execution .
Risk Indicators & Red Flags
- Say-on-pay approval: 64% support at 2024 annual meeting; company attributes lower support to a one-time $13.5M stay bonus for the prior CEO. Compensation approach maintained for FY2025 with continued stockholder engagement .
- Hedging/pledging prohibition and no pledged shares among NEOs/directors as of proxy date (reduces alignment risk concerns) .
- Section 16(a) compliance: Company believes executive officers/directors complied, except noted late Form 4 filings by two directors; no specific reference to Grindstaff is made in compliance exceptions .
- Clawback policy in place consistent with SEC and listing standards, enhancing recourse on incentive pay post-restatements .
Compensation Committee & Peer Benchmarking
- Independent compensation consultant: Pearl Meyer advises the Compensation Committee .
- Peer group used for comparative review (selection by size/operations across aerospace & defense, communications equipment, electronic instruments/components, healthcare equipment/supplies). Current peers include AAR, Avanos, Cognex, Enovis, Extreme Networks, F5, Haemonetics, Hexcel, IPG Photonics, Itron, Knowles, Kratos, Lumentum, Masimo, Methode, Netgear, NetScout, Novanta, Varex, Viasat, Viavi; prior peers Infinera and Kaman removed following changes in public status .
- Committee members: Meyer Luskin (Chair), William F. Ballhaus, James Hawkins .
Notes on Insider Transactions and Vesting Pressures
- Form 4 analysis: Attempted to retrieve Grindstaff’s Form 4 transactions via the insider-trades skill for 2022–2025; the API returned an unauthorized error, so recent insider trading records could not be incorporated. Re-run when access is available to assess potential selling pressure, tax withholding, or award activity (tool read and attempted per skill guidance) [ReadFile insider-trades SKILL.md] (execution error log available upon request).
Investment Implications
- Alignment: OSI’s incentive architecture emphasizes rigorous AROE annually and multi-year revenue/EBIT CAGR for long-term equity, with no hedging/pledging and robust clawbacks—strong structural alignment for senior executives including the CHRO role by policy, though Grindstaff’s specific targets/awards are not disclosed .
- Retention: Three-year, performance-based RSUs with additional annual earnouts and change-of-control acceleration at maximum for remaining annual periods create powerful retention and value-creation incentives for NEOs; CHRO participation is not detailed, representing a disclosure gap for modeling individual retention risk .
- Execution track record: Company-level TSR, net income, and operating income growth across FY2021–FY2025 support pay-for-performance credibility and reduce execution risk concerns tied to management capability during Grindstaff’s tenure .
- Data limitations: Grindstaff is not an NEO, so base salary, target bonus %, specific equity grants/vesting, ownership levels, and severance terms are not disclosed—investors should monitor future 8-Ks and proxies for any role changes or compensatory arrangements and obtain Form 4 data to detect potential selling pressure. The 64% say-on-pay signal in 2024 reflected a CEO-specific issue rather than broad program misalignment, but continued engagement indicates sensitivity to investor feedback .