Alisha K. Charlton

About Alisha K. Charlton

Alisha K. Charlton (age 56) is Chief Financial Officer of Pro-Dex, Inc., appointed CFO in January 2015 after joining as Senior Director of Finance in January 2014. She previously served 13 years at Comarco, Inc., culminating as Chief Accounting Officer (appointed April 2011), preceded by accounting and finance roles at CKE Restaurants (1995–2000) and starting her career at KPMG in 1991; she holds a B.A. in Business Economics from UC Santa Barbara (high honors) and is a CPA (inactive) in California . During FY2025, Pro-Dex delivered its 10th consecutive year of sales growth, up 24% YoY to $65M, with TSR (fixed $100 investment) rising to 271.22 and net income of $8.98M, framing a positive performance backdrop for executive pay decisions .

Past Roles

Fixed Compensation

Employment terms:

• Employment status: at-will; eligible for equity plans (2016 Equity Incentive Plan, ESPP); standard employee benefits (health, dental, disability, life, qualified retirement) .

Performance Compensation

Annual/discretionary cash bonus and equity incentives are tied to Company and individual performance, with the Compensation Committee evaluating strategic/business plan attainment across multiple objectives (revenues, operating profit, cash flow, stock price). Incentives are capped, computed on audited results, and subject to a compensation recovery policy .

• Annual Bonus Paid: | Bonus ($) | FY2024 | FY2025 | Timing Note | |---|---:|---:|---| | Discretionary Annual Bonus | 50,114 | 50,116 | Bonuses accrued in fiscal year and paid following year (FY2024 paid FY2025; FY2025 paid FY2026) . |

• Equity Incentives (structure and vesting): | Instrument | Grant/Status | Amount | Vesting / Conditions | Notes | |---|---|---:|---|---| | Performance Awards (shares) | Outstanding unearned | 9,800 | Vest on Jul 1, 2026, contingent on service and stock price hurdles . | Market-price hurdles with 60-day lookback before testing dates . | | Restricted Shares | Granted | 1,000 | 200 shares/year over 5 years beginning Nov 20, 2025 . | Time-based vesting . | | Stock Options | See detail below | — | Service periods plus stock price ≥ strike during specified 60-day windows; otherwise a fraction expires . | Vesting tested at set future dates; $42 grant already 50% vested . |

Pay versus performance (context):

Notes:

• Equity plan allows performance targets across measures (net income, EPS, sales growth, cash flow, returns, margins, etc.), with the Committee empowered to adjust targets for unusual events; awards are subject to clawback/recoupment .

Equity Ownership & Alignment

• Beneficial Ownership and Trend: | As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Shares Outstanding | |---|---:|---|---:| | Sep 24, 2024 | 20,589 | <1% (asterisked) | 3,322,854 | | Sep 23, 2025 | 22,414 | <1% (asterisked) | 3,280,004 |

• Near-term exercisable/vestable within 60 days (included in beneficial ownership): 7,075 shares for Alisha .

• Outstanding Equity Awards (as of Jun 30, 2025):

  • Stock Awards (unearned): 10,800 shares; market value $471,312 at $43.64/share .
  • Options detail:

    Strike	Exercisable (#)	Unexercisable (#)	Expiration
    $27.50	4,250	—	07/01/2031
    $42.00	2,625	—	07/01/2034
    $45.00	—	5,250	07/01/2036
    $47.50	—	5,250	07/01/2038
    $50.00	—	5,250	07/01/2040
    Vesting conditions include service periods and share-price tests; failure to meet price targets in the 60 days before testing dates can cause 50–100% of related tranches to expire; $42 grant reflects 50% of the original award exercisable .

• Hedging/Pledging Policy: Directors and executive officers, including NEOs, are prohibited from hedging, margin purchases, short sales, and pledging PDEX shares unless aggregate collateral is ≥200% of loan obligations; the CFO is designated as the policy compliance officer .

• Clawback: All awards are subject to recoupment under company policy and applicable law; excess payments must be repaid .

Employment Terms

Related Policies and Governance Notes

• Compensation Committee: Composed of independent directors (Chair: Nicholas J. Swenson; members: Ray Cabillot, William J. Farrell III, Katrina M.K. Philp) with authority to retain independent compensation consultants; no option repricing policy; 1 meeting and 3 unanimous written consents in FY2025 .
• Insider Trading Policy: Filed as an exhibit to the FY2025 10-K; designed to prevent trading on MNPI; equity awards are not timed around MNPI disclosures .
• Related Party Transactions Oversight: Board reviews/approves related party transactions; Company held ~$1.0M in Air T, Inc. equity at Jun 30, 2025; multiple directors affiliated with Air T, approved under company policies and executed via 10b5-1 plans .

Investment Implications

• Pay-for-performance alignment: CFO pay mix includes modest base salary adjustments and variable elements (discretionary bonus, market-conditioned performance shares, and options with high strike thresholds), aligning realized pay with shareholder value creation (FY2025 TSR value $271.22; net income $8.98M) . Equity with price hurdles and a large performance share tranche vesting 7/1/2026 indicate strong retention incentives and sensitivity to sustained price appreciation .
• Selling pressure: Near-term vesting is limited (200 restricted shares per year starting Nov 20, 2025), with a larger performance tranche (9,800 shares) vesting in mid-2026 if conditions are met; multiple option strikes at $45–$50 likely remain out-of-the-money unless shares appreciate materially, reducing near-term exercise-driven supply .
• Alignment and risk controls: Less than 1% direct ownership but meaningful unvested equity plus strict hedging/pledging limits and clawback policy support alignment; absence of disclosed severance or tax gross-ups reduces parachute overhang, while equity acceleration on COC provides standard retention without explicit cash multiples .
• Governance watch items: Board’s related-party investment activity (Air T, Inc.) is disclosed and approved per policy; continued oversight of potential conflicts is prudent for investors monitoring governance risk .

Note: Say-on-pay frequency and proposals are presented for shareholder vote; the proxy does not disclose historical approval percentages for 2024/2025 .