Manoocher Mansouri
OSI SYSTEMSAbout Manoocher Mansouri
Manoocher Mansouri is Chief Technology Officer of OSI Systems’ Optoelectronics and Manufacturing division (since July 2025), after serving as President of the division from June 2006 through June 2025; he joined the company in 1982 and is 69 years old . OSI delivered FY2025 sales of $1.7B and EPS of $8.71, with backlog of $1.8B and 7,337 employees, supported by strong pay-for-performance structures; the company’s FY2025 adjusted return on equity (AROE) reached 25.31% and long‑term equity awards vest on revenue and operating income CAGR targets . Pay‑versus‑performance disclosures show robust alignment: FY2025 TSR lifted a $100 initial investment to $301.26 vs $159.41 for the peer group, while operating income was $217.5M and net income $149.6M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| OSI Systems | President, Optoelectronics & Manufacturing division | Jun 2006 – Jun 30, 2025 | Led optoelectronics/manufacturing operations; over 40 years industry experience |
| OSI Systems | Chief Technology Officer, Optoelectronics & Manufacturing division | Jul 1, 2025 – Present | Technical leadership for division; long‑tenured expertise |
External Roles
No external directorships or outside roles disclosed in the reviewed proxy/8‑K filings .
Fixed Compensation
Multi‑year cash and reported equity compensation for Mansouri:
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary | $318,808 | $328,570 | $334,469 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid | $135,000 | $115,000 | $105,000 |
| Stock Awards (grant‑date fair value) | $274,975 | $275,019 | $99,955 |
| Non‑Equity Incentive | — | — | — |
| All Other Compensation | $56,285 | $59,883 | $61,450 |
| Total Reported Compensation | $785,068 | $778,472 | $600,874 |
All Other Compensation detail (FY2025):
- Matching 401(k)/Deferred Comp: $40,407; Car benefit: $7,200; Health insurance & medical reimbursement: $10,144; Life/LTD insurance: $3,699 .
Performance Compensation
Structure and FY2025 outcomes relevant to Mansouri:
| Item | Details |
|---|---|
| Long‑term equity design | Performance‑based RSUs on 3‑year revenue and operating income CAGR, with annual “additional shares” for outperformance; revenue metric weighted 20%, operating income weighted 80% . |
| 3‑year vesting targets (revenue CAGR) | <2.0%: 0%; 2.0%: 25%; 3.0%: 50%; 4.0%: 75%; 5.0%: 100% . |
| 3‑year vesting targets (operating income CAGR) | <3.0%: 0%; 3.0%: 10%; 3.5%: 30%; 4.0%: 50%; 5.0%: 70%; 6.0%: 85%; 7.0%: 100% . |
| FY2025 actual performance | Revenue CAGR 7.49%; Operating income CAGR 17.47% (vs program baselines) . |
| FY2025 payout (additional shares) | Mansouri earned 991 additional shares under the annual performance provision . |
| Vesting basis for division leaders | Division CTO/President results weighted 70% division performance and 30% consolidated company performance . |
| FY2025 time‑based grant | One time‑based RSU grant (719 shares) due to impending retirement; vests in equal annual installments over 3 years . |
Stock vested during FY2025:
- Shares vested: 3,854; value realized: $866,610 .
Annual cash incentive (division bonus) outcomes:
- FY2025: $105,000; FY2024: $115,000; FY2023: $135,000 .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial ownership (Oct 15, 2025) | 73,693 shares; <1% of outstanding; no shares pledged . |
| Unvested/Unearned RSUs at 6/30/2025 | 6,222 units; market/payout value $1,399,079 (at $224.86) . |
| Options outstanding | None listed for Mansouri in outstanding awards; company did not grant options to NEOs in FY2025 . |
| Ownership guideline | Required minimum equity equal to 5× base salary; each NEO meets/exceeds; 50% post‑vest retention until guideline met . |
| Hedging/pledging | Prohibited; as of the proxy, no NEOs/directors have pledged shares . |
| FY2024 unvested RSUs | 8,268 units; value $1,137,015 (at $137.52) . |
| FY2024 vested shares | 6,587; value realized $905,844 . |
Employment Terms
| Provision | Status/Terms |
|---|---|
| Employment agreement | Expired Jan 1, 2025; Mansouri does not currently have an employment agreement . |
| Severance (salary/bonus multiples) | Not applicable currently (no active agreement) . |
| Change‑of‑control (CoC) treatment | Accelerated vesting of stock awards; Mansouri’s CoC accelerated vesting value estimated at $2,457,045 (based on $224.86 at 6/30/2025) . |
| CoC vesting mechanics (program‑wide) | Upon CoC, initial grants vest; remaining annual performance periods assumed at maximum for awarding additional units . |
| Clawback | Company‑wide clawback policy consistent with SEC/Nasdaq; employment agreements include clawback provisions; policy remains applicable . |
| Non‑compete / Non‑solicit | Not disclosed for Mansouri’s current role . |
Deferred Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Executive contributions | $49,230 | $50,170 |
| Company matching contributions | $32,820 | $33,447 |
| Aggregate earnings | $80,105 | $114,810 |
| Aggregate balance (FYE) | $1,475,994 | $1,674,422 |
Performance & Track Record
- FY2025 operating results: record revenues and record adjusted EPS; expanded operating margin, strong bookings and record year‑end backlog; two strategic acquisitions in Security; continued R&D investment .
- FY2025 AROE target raised to 24.35% (thresholds scaled) and achieved 25.31%; corporate annual incentives are formulaic on AROE (division leaders receive divisional bonuses) .
- Pay‑versus‑performance: FY2025 TSR lifted $100 to $301.26 (peer group $159.41); net income $149,637,000; operating income $217,524,000 .
- Section 16 compliance: Company reports director/executive compliance with minor late filings by others; none noted for Mansouri .
Compensation Committee & Benchmarking
- Peer group used for benchmarking includes AAR, IPG Photonics, Cognex, Enovis, Extreme Networks, F5, Haemonetics, Hexcel, Knowles, Lumentum, Masimo, Methode, Netgear, NetScout, Novanta, Varex Imaging, Viasat, Viavi, Vishay (with prior peers Infinera and Kaman no longer public) .
- Governance practices: no excise tax gross‑ups, no hedging/pledging, no option repricing; robust clawback; share ownership/retention guidelines .
Say‑on‑Pay & Shareholder Feedback
- FY2024 say‑on‑pay approval: ~64%; management attributes lower support to a one‑time $13.5M CEO stay bonus in prior year and maintained approach for FY2025 after engagement .
Investment Implications
- Compensation alignment: Dominantly performance‑based equity tied to multi‑year revenue/operating income CAGR, with program outcomes driving incremental shares; Mansouri’s 991 additional shares in FY2025 reinforce linkage to operating execution .
- Retention risk: Age 69 and transition from President to CTO suggests succession underway; however, ongoing CTO role plus 6,222 unvested RSUs and a 3‑year time‑based grant support near‑term retention incentives .
- Insider selling pressure: RSU vesting creates potential liquidity events (3,854 shares vested, $866,610 in FY2025), but 50% post‑vest retention to meet 5× salary ownership guidelines and prohibition on pledging/hedging mitigate forced selling risk .
- Event‑driven exposure: In a change‑of‑control, accelerated vesting valued at ~$2.46M for Mansouri could concentrate near‑term equity realization; program assumes maximum payout for remaining annual performance periods at CoC, incentivizing value creation ahead of strategic outcomes .