Meyer Luskin
OSI SYSTEMSAbout Meyer Luskin
Meyer Luskin (age 100) is an independent director of OSI Systems, Inc., serving since February 1990; he has announced retirement at the end of his current term and is not standing for re‑election. He holds a B.A. in Economics (UCLA) and an MBA (Stanford), and has longstanding experience managing complex operations via Scope Industries (President/CEO/Chair since 1961; Director since 1958), alongside extensive risk management and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scope Industries | Director; President, CEO, Chairman | Director since 1958; CEO/Chair since 1961 | Operates recycling/processing of food waste into animal feed; extensive risk management experience |
| Myricom, Inc. | Director | Not disclosed | Computer/network infrastructure; board experience |
| Santa Monica–UCLA Medical Center & Orthopaedic Hospital | Chairman of the Board | Not disclosed | Healthcare governance leadership |
| Orthopaedic Institute for Children | Chairman of the Board | Not disclosed | Nonprofit governance leadership |
| UCLA Foundation | Director | Not disclosed | University foundation governance |
| Alliance for College-Ready Public Schools | Director | Not disclosed | Education nonprofit governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UCLA Luskin School of Public Affairs | Advisory Board Director | Current | Named advisory board role |
Board Governance
- Committee assignments: Audit (member); Compensation and Benefits (Chair); Nominating and Governance (Chair); Risk Management (member) .
- Independence: All members of the Audit, Compensation, Nominating & Governance, and Risk Management Committees are independent under NASDAQ/Exchange Act standards .
- Meeting cadence FY2024 vs FY2025: Audit (4 vs 4); Compensation (6 vs 2); Nominating & Governance (1 vs 1); Risk Management (4 vs 4); Technology (1 vs 3; Luskin not on Technology) .
- Annual meeting attendance: All directors attended last year’s annual meeting .
- Retirement/board size: Board determined it will move to six members upon Luskin’s retirement at end of current term .
| Committee | FY2024 Meetings | FY2025 Meetings |
|---|---|---|
| Audit | 4 | 4 |
| Compensation & Benefits | 6 | 2 |
| Nominating & Governance | 1 | 1 |
| Risk Management | 4 | 4 |
| Technology | 1 (Luskin not a member) | 3 (Luskin not a member) |
Compensation Committee Report is signed by “Meyer Luskin, Chair,” alongside directors Ballhaus and Hawkins, affirming oversight of the CD&A inclusion .
Fixed Compensation
Structure and Luskin-specific pay for non-employee directors:
| Component | FY2024 | FY2025 |
|---|---|---|
| Board service annual cash retainer ($) | $60,000 | $80,000 |
| Board service annual RSU grant ($) | $150,000 | $150,000 |
| Committee chair additional cash retainer ($) | Audit: $25,000; Compensation: $25,000; Nominating: $10,000; Technology: $15,000; Risk Mgmt: $15,000 | Audit: $25,000; Compensation: $25,000; Nominating: $10,000; Technology: $15,000; Risk Mgmt: $15,000 |
| Committee chair additional RSU grant ($) | Audit: $25,000; Compensation: $25,000; Nominating: —; Technology: $35,000; Risk Mgmt: $25,000 | Audit: $25,000; Compensation: $35,000; Nominating: —; Technology: $35,000; Risk Mgmt: $25,000 |
| Meeting fees | Board: $3,000 per meeting; Audit: $3,000; Compensation: $3,000 (+$5,000 RSU to non-Chairs); Nominating: $3,000; Technology: $5,000 first/$3,000 additional (+$10,000 cash +$20,000 RSU to non-Chairs); Risk Mgmt: $3,000 (+$25,000 RSU) | Board: $3,000 per meeting (one at $1,500); Audit: $3,000; Compensation: $3,000 (+$5,000 RSU to non-Chairs); Nominating: $3,000; Technology: $5,000 first/$3,000 additional (+$10,000 cash +$20,000 RSU to non-Chairs); Risk Mgmt: $3,000 (+$25,000 RSU) |
| Luskin—Fees earned or paid in cash ($) | $152,000 | $167,500 |
| Luskin—Stock awards ($) | $209,970 | $210,059 |
| Luskin—Total ($) | $361,970 | $377,559 |
All director RSU awards vest 25% annually over four years from grant date .
Performance Compensation
Directors do not receive bonuses, options, or performance-based equity; proxy tables omit “Option Awards,” “Non-Equity Incentive Plan Compensation,” “Change in Pension Value,” and “All Other Compensation” for directors because no amounts were reportable .
| Metric | FY2024 | FY2025 |
|---|---|---|
| RSU shares granted to Luskin | 1,785 RSUs at $117.63 fair value | 1,511 RSUs at $139.02 fair value |
| Vesting | 25% per year over 4 years (time-based) | 25% per year over 4 years (time-based) |
| Performance metrics tied to director pay | None disclosed (no PSU/bonus metrics) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company boards | None disclosed for Luskin |
| Board relationships | CEO Ajay Mehra is first cousin of Executive Chairman Deepak Chopra; no other family relationships among directors/NEOs; no arrangements/understandings for director elections |
| Related party transactions | JV ECIL-Rapiscan involves interests of Chopra and Mehra; Audit Committee reviews related-party transactions >$75,000; no Luskin-specific related party dealings disclosed |
Expertise & Qualifications
- Education: B.A. in Economics (UCLA); MBA (Stanford) .
- Executive/operating experience: Decades leading Scope Industries; board leadership across healthcare and technology organizations; extensive risk management .
- Board skill matrix: Corporate governance and risk management depth highlighted across directors; Luskin included in board skills review .
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial ownership (shares) | 7,331 (includes shares held by The Meyer and Doreen Luskin Family Trust) | 13,169 (includes 11,684 shares held by The Meyer and Doreen Luskin Family Trust) |
| Percent of common stock outstanding | <1.0% (“*” less than 1%) | <1.0% (“*” less than 1%) |
| Shares pledged as collateral | None (company notes no shares are pledged as security) | |
| Unvested stock awards outstanding | 5,407 RSUs (as of June 30, 2024) | 4,587 RSUs (as of June 30, 2025) |
| Director ownership guidelines | Must hold equity valued at 5x annual retainer; unvested RSUs count; each director meets/exceeds guidelines |
Governance Assessment
- Strengths: Independent status; chairs Compensation and Nominating & Governance Committees; time-based RSU vesting aligns horizons; ownership guideline compliance; no pledged shares; no Luskin-specific related party transactions disclosed .
- Committee effectiveness: Active roles across four committees; Audit (4 meetings), Risk Management (4), Nominating (1), Compensation (2) in FY2025; Compensation Committee engages independent consultants; formal related-party review policy overseen by Audit Committee .
- Pay mix and incentives: Director pay is predominantly cash plus RSUs; no options or bonuses; RSUs vest ratably, encouraging retention and long-term alignment without short-term targets .
- Succession/refreshment: Retirement at term end reduces board to six; long tenure (since 1990) and advanced age signal the importance of continued board refreshment and succession planning handled via Nominating & Governance and Risk Management committees .
RED FLAGS and Monitoring Points
- Very long tenure and age (100) may raise refreshment and independence perception concerns; imminent retirement mitigates but warrants monitoring of committee leadership transitions .
- Compensation Committee meetings decreased in FY2025 (2 vs 6 in FY2024); ensure workload/oversight remains robust during leadership transition .
- Family relationship at the top (CEO and Executive Chairman are first cousins) increases importance of truly independent committee chairs like Luskin (Comp/NomGov) to enforce policies; policy disclosures and independence designations help mitigate .