Kelli Bernard
OSI SYSTEMSAbout Kelli Bernard
Kelli Bernard, age 56, has served as an independent director of OSI Systems since December 2019. She is Managing Partner for the Los Angeles office of Lighthouse Public Affairs, previously EVP and National Cities Leader at AECOM (2016–2021) and Deputy Mayor of Economic Development for Los Angeles (2013–2016). She holds a BA in Sociology from UC Berkeley and a Master’s in Urban Planning from UCLA, and was selected for her business, economic development, and international trade experience.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| AECOM | Executive Vice President; National Cities Leader | Jun 2016 – Dec 2021 | Senior leadership in global infrastructure; urban/cities strategy |
| City of Los Angeles (Office of the Mayor) | Deputy Mayor of Economic Development | Jul 2013 – Jun 2016 | Led city economic development; public sector experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lighthouse Public Affairs | Managing Partner, Los Angeles office | Current | Public affairs consultancy leadership |
| Homeboy Industries | Vice Chair | Current | Nonprofit board leadership |
Board Governance
- Committee assignments: Nominating & Governance member; Risk Management Committee Co‑Chair. All members of these committees are independent directors.
- FY2025 meeting cadence: Board met 8 times; Risk Management Committee held 4 meetings; Nominating & Governance held 1 meeting. All directors attended >75% of aggregate Board and committee meetings; all directors attended last year’s annual meeting.
- Independence: Board determined all current directors except Deepak Chopra and Ajay Mehra are independent; all Board committees composed of independent directors.
- Lead Independent Director: William F. Ballhaus (Lead Independent Director) provides balance to leadership; Technology Committee chair.
- Risk oversight content: Risk Management Committee oversees strategic, operational, legal/regulatory, compliance, environmental/climate, and reputational risks; reviews compliance program and succession plans.
| Committee | Bernard’s Role | FY2025 Meetings | Independence |
|---|---|---|---|
| Risk Management | Co‑Chair | 4 | All members independent |
| Nominating & Governance | Member | 1 | All members independent |
Fixed Compensation
| Metric | FY2024 ($) | FY2025 ($) |
|---|---|---|
| Fees Earned or Paid in Cash | 111,000 | 135,500 |
| Stock Awards (Grant-date fair value) | 175,033 | 175,026 |
| Total | 286,033 | 310,526 |
Director compensation program details:
- RSU vesting: All RSU awards granted to Board/committee members vest 25% annually over four years from grant date.
- FY2025 cash retainers and chair RSU adders:
- Board service retainer $80,000; RSU grant $150,000
- Nominating & Governance Chair +$10,000 cash; no RSU adder
- Risk Management Chair +$15,000 cash; RSU adder $25,000
- Meeting fees (FY2025): Board $3,000 per meeting (one meeting paid $1,500); Nominating & Governance $3,000 per meeting; Risk Management $3,000 per meeting (members also received RSUs valued at $25,000).
FY2024 schedule (for trend):
- Board service retainer $60,000; RSU grant $150,000; Nominating & Governance Chair $10,000 cash; Risk Management Chair $15,000 cash; Risk Management RSU adder $25,000; meeting fees generally $3,000 per meeting.
Performance Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| RSUs granted (#) | 1,488 RSUs | 1,259 RSUs |
| RSU vesting schedule | 25% per year over 4 years | 25% per year over 4 years |
| RSU fair value (per share) | Not disclosed for Bernard; aggregate stock award $175,033 | $139.02 per RSU for FY2025 director grants |
| Options/Non‑equity incentives | None disclosed for non‑employee directors (columns omitted) | None disclosed for non‑employee directors (columns omitted) |
| Performance metrics tied to director pay | None disclosed; program uses retainers, meeting fees, and time‑based RSUs |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committees |
|---|---|---|---|
| None disclosed | — | — | — |
| Bernard’s biography lists no other current public company boards, unlike other OSIS directors whose external boards are explicitly listed (e.g., Hawkins). |
Expertise & Qualifications
- Business/economic development and international trade experience; selected as director for these credentials.
- Education: BA Sociology (UC Berkeley); Master’s in Urban Planning (UCLA).
- Government/regulatory experience via Deputy Mayor role; complements OSIS’s enterprise risk oversight.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 7,436 shares; <1% of outstanding |
| Unvested stock awards outstanding (as of FY2025 YE) | 3,822 unvested RSUs |
| Pledged shares | None; “No shares are pledged as security” (for all listed insiders) |
| Director ownership guideline | Minimum equity valued at 5× annual retainer; unvested RSUs count; each director meets or exceeds guideline |
Governance Assessment
- Board effectiveness: Bernard’s co‑chair role on Risk Management signals active oversight of strategic, operational, legal/regulatory, compliance, environmental/climate, and reputational risks—material for OSIS’s government‑facing businesses.
- Independence and engagement: Independent since 2019; served on two independent committees; Board/committee attendance thresholds met; annual meeting attendance by all directors enhances investor confidence.
- Alignment: Time‑based RSUs and ownership guidelines (≥5× retainer) with compliance reported support long‑term alignment; no pledging.
- Compensation mix: Cash fees plus RSUs; modest YoY increase in cash in FY2025 (111k→135.5k) with stable equity grant levels—no option awards, no performance‑based cash for directors; structure is typical and not shareholder‑unfriendly.
- Conflicts/related parties: No related‑party transactions disclosed involving Bernard; broader related‑party items involve other insiders (Chopra/Mehra/ECIL joint venture; Loeb & Loeb engagement) but do not implicate Bernard’s independence.
- RED FLAGS: None specific to Bernard identified—no pledging, no late Section 16 filings, no disclosed related‑party transactions; note family ties between Chopra (Executive Chairman) and Mehra (CEO) elsewhere, but not connected to Bernard.