Wilson Constantine

About Wilson Constantine

Wilson Constantine is President of Spacelabs Healthcare at OSI Systems, appointed in February 2025; he is 54, holds a doctorate in P. Medicine from Samuel Merritt University, and completed undergraduate studies in Biology at Loma Linda University, with 25+ years in the medical device industry . Company performance context during FY2025: total stockholder return reached 301.26 vs peer group TSR of 159.41, net income was $149.6M and operating income $217.5M . OSI’s long‑term incentive program measures compound annual growth vs FY2023 baselines; FY2025 achieved 7.49% revenue CAGR and 17.47% operating income CAGR, triggering additional performance shares for certain executives under the plan design .

Past Roles

External Roles

No current public company board roles or external directorships are disclosed for Wilson Constantine in OSI Systems’ 2025 proxy materials .

Fixed Compensation

• Wilson Constantine is not listed among OSI’s Named Executive Officers (NEOs) for FY2025, and his individual base salary, target bonus, and actual bonus are not disclosed in the 2025 proxy .

Performance Compensation

OSIS long-term incentive program (for NEOs; plan design reference for executive pay-for-performance alignment):

Additional annual incentive shares schedule (for NEOs; percent of initial grant, by metric):

• Notably, FY2025 results drove additional shares for certain executive officers under the plan (example awards listed for NEOs; Wilson-specific payouts are not disclosed) .

Equity Ownership & Alignment

• Stock ownership guidelines require each executive officer to hold OSIS stock valued at least 5× base salary; until compliant, executives must retain at least 50% of shares acquired from option exercises or RSU vesting, net of taxes and exercise price. Unvested RSUs count toward guidelines; unearned performance awards and unexercised options do not .
• Hedging and pledging of OSIS stock are prohibited; as of the proxy date, no shares were pledged by any Named Executive Officer or director .
• Clawback: OSIS adopted a policy consistent with SEC listing standards to recover incentive compensation from current/former executive officers for the three completed fiscal years preceding an accounting restatement due to material non‑compliance, irrespective of fault; clawbacks are also embedded in each NEO’s employment agreement .
• Wilson-specific beneficial ownership, pledged shares, and guideline compliance status are not disclosed in the 2025 proxy .

Employment Terms

• The proxy details representative NEO employment agreement terms (not Wilson-specific): if terminated without cause or for good reason, severance equals 24 months’ base salary plus 2× the average of the highest three annual bonuses paid in the prior five years, continuation of car allowance for six months, $6,000 outplacement, and acceleration of equity (time-based fully vested; performance-based accelerated to target); nonqualified option exercise window extended to one year (not beyond expiration) .
• Change-in-control: if terminated without cause or for good reason within 90 days prior to or 12 months after a change in control, unvested incentives immediately vest at maximum performance levels or the executive may elect an alternative amount calculated under IRC §280G .
• Wilson Constantine’s individual employment agreement terms are not disclosed in the proxy or related 8‑K filings reviewed [6:—].

Investment Implications

• Alignment signals: strict no-hedging/no-pledging policy, 5× salary ownership requirement, and a robust clawback framework indicate high governance standards and tighter alignment between executives and shareholders, although Wilson’s personal ownership and compliance status are not disclosed, limiting precision on his “skin‑in‑the‑game” analysis .
• Incentive levers: OSIS emphasizes EBIT growth (80% weighting) and revenue CAGR (20%) in its LTI design; FY2025 materially exceeded baseline CAGR thresholds, reinforcing that executive variable pay is sensitive to sustained profitability expansion—relevant for Spacelabs execution under Constantine’s leadership even though his specific incentive participation is not disclosed .
• Retention/COC economics: Representative NEO agreements feature substantial severance and maximum vesting acceleration under change‑in‑control, which can reduce retention risk but may create near‑term selling pressure around vesting events; Wilson-specific terms are unknown, constraining direct trading signals tied to his potential award cadence .
• Governance feedback: Say‑on‑pay support was ~64% at the 2024 meeting, with commentary attributing lower support to a one‑off stay bonus for the prior CEO; OSIS reports stockholder engagement and increased annual incentive targets in FY2025, indicating responsiveness and tighter performance calibration, but not specific to Wilson .