William Ballhaus
OSI SYSTEMSAbout William F. Ballhaus
William F. Ballhaus Jr., age 80, is OSI Systems’ Lead Independent Director and has served on the Board since May 2010. He is independent under Nasdaq rules and currently chairs the Technology Committee and serves on the Audit and Compensation Committees. Dr. Ballhaus holds a Ph.D. in Engineering and BS/MS in Mechanical Engineering from UC Berkeley and has published more than 40 papers on computational aerodynamics, bringing deep technical and risk management credentials to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Aerospace Corporation | President & CEO (later President) | 2000–2007 | Led a science/technology-focused organization supporting critical national space programs; extensive risk management experience . |
| Lockheed Martin Corporation | Corporate VP, Engineering & Technology | 1990–2000 | Senior engineering leadership in aerospace; technology oversight . |
| Martin Marietta | President, Aero & Naval Systems; President, Civil Space & Communications | 1990s | Managed complex defense and civil space businesses . |
| NASA Ames Research Center | Director | 1971–1989 | Directed major research center; published 40+ aerodynamics papers . |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | No other current public company directorships disclosed for Dr. Ballhaus in OSIS proxy . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Dr. Ballhaus is independent; all committee members are independent under SEC/Nasdaq standards . |
| Lead Independent Director | Serves as Lead Independent Director, promoting independent oversight and facilitating open discussion among independent directors . |
| Committees | Audit (member); Compensation and Benefits (member); Technology (Chair) . |
| Committee meetings (FY2025) | Audit: 4; Compensation: 2; Nominating: 1; Risk Management: 4; Technology: 3 . |
| Board meetings & attendance | Board held 8 meetings (+1 action by unanimous consent); all directors attended >75% of Board/committee meetings . |
| Board size/changes | Board moving from seven to six members due to Mr. Luskin’s retirement at term end . |
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Board Service Retainer (cash) | $80,000 | Standard non-employee director retainer. |
| Lead Independent Director Retainer (cash) | $35,000 | Additional retainer for Lead Director role. |
| Technology Committee Chair (cash) | $15,000 | Chair retainer for Technology Committee. |
| Meeting fees (Board) | $3,000 per meeting; one meeting at $1,500 | Paid per attendance. |
| Meeting fees (Audit) | $3,000 per meeting | Paid per attendance. |
| Meeting fees (Compensation) | $3,000 per meeting | Paid per attendance. |
| Total Cash Paid to Ballhaus (FY2025) | $183,500 | As reported in director compensation table. |
Performance Compensation
| Equity Component (FY2025) | Details | Amount/Units |
|---|---|---|
| Annual RSU grant | Time-vest; 25% per year over 4 years; typical annual grant targeting $150,000 | $150,000 (program level) . |
| Lead Director RSU | Additional $35,000 RSU value for Lead Director | $35,000 . |
| Technology Committee Chair RSU | Additional $35,000 RSU value for chair | $35,000 . |
| Compensation Committee member RSU | $5,000 RSU for non-chair members | $5,000 . |
| Actual Stock Awards to Ballhaus (FY2025) | Grant-date fair value | $224,934 . |
| RSUs Granted to Ballhaus (FY2025) | Number of RSUs; grant fair value per share | 1,618 RSUs at $139.02 fair value . |
| Vesting & metrics | RSUs time-vest at 25% annually; no performance metrics disclosed for director equity . |
Other Directorships & Interlocks
- No other public company board roles disclosed for Dr. Ballhaus; section listing “OTHER CURRENT PUBLIC COMPANY BOARDS” appears for other directors but not for Dr. Ballhaus .
- No related-party transactions involving Dr. Ballhaus disclosed; Chizever’s former law firm engagement reviewed and determined independent; Chopra/Mehra family relationship disclosed for context .
Expertise & Qualifications
- Ph.D. in Engineering; BS/MS in Mechanical Engineering, UC Berkeley; 40+ publications in computational aerodynamics .
- Deep risk management experience across government/aerospace technology providers .
- Technology leadership suitable for chairing Technology Committee and overseeing technical risk .
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| William F. Ballhaus | 25,600 shares | <1% (“*”) | Held in Ballhaus Trust U/A 01/25/02; no shares pledged . |
| Unvested RSUs outstanding (as of 6/30/2025) | 4,914 units | — | Director-level unvested awards, company-wide vesting at 25% annually . |
| Ownership guidelines | Minimum 5× annual retainer; all directors meet/exceed; unvested RSUs count toward guideline . |
Governance Assessment
- Independence and role: As Lead Independent Director, Ballhaus enhances oversight in a board structure with a founder Executive Chairman transitioning to Chairman, providing balance and accountability .
- Engagement: Board held 8 meetings in FY2025; all directors exceeded 75% attendance, supporting effective governance cadence .
- Committee impact: Chairing Technology Committee and serving on Audit and Compensation aligns with his technical and risk credentials; all committee members are independent, and Audit Committee follows SEC/Nasdaq compliance .
- Alignment & incentives: Director equity is time-based (not performance-tied), reduces short-termism risk; robust director stock ownership guidelines (5× retainer) and prohibition on hedging/pledging — with no pledged shares — strengthen alignment .
- Conflicts: No related-party exposures identified for Ballhaus; broader related-party items (e.g., ECIL JV interests of Mehra/Chopra; Chizever/Loeb & Loeb) were disclosed, evaluated, and deemed compliant with independence standards .
- Shareholder context: Company responded to prior say-on-pay feedback (64% support in 2024) with continued pay-for-performance emphasis for executives; while not directly about director pay, this signals governance responsiveness under the Board’s oversight framework .
RED FLAGS: None specific to Ballhaus identified (no pledging, no related-party transactions, independent status, high attendance). Broader governance sensitivities include family relationship between CEO (Mehra) and Executive Chairman (Chopra), partially mitigated by independent committees and Lead Independent Director oversight .