Angelita R. Domingo
About Angelita R. Domingo
Angelita R. “Angel” Domingo (age 53) is a Pro-Dex director since December 2021 and serves concurrently as the Company’s Director of Quality Systems and Regulatory Affairs (since 2014; joined Pro-Dex in February 2005). She holds a B.S. in Biology/Human Physiology with a Chemistry minor from California State University, Long Beach . The Board has determined she is not independent under Nasdaq rules because she is an employee director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pro-Dex, Inc. | Director, Quality Systems & Regulatory Affairs | Joined Feb 2005; in role since 2014 | Responsibilities include ensuring QMS and products meet industry/regulatory standards and customer requirements across local/state/federal/OUS authorities . |
| Pro-Dex, Inc. | Director (Board) | Director since Dec 2021 | Board service and governance contributions noted; no committee assignments shown for Angel in committee matrix . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No public company or external board roles disclosed for Angel in the proxy . |
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Board role | Director | Angel listed as current director and nominee . |
| Independence status | Not independent (employee director) | Board independence determination: all directors independent except CEO Rick Van Kirk and Angel Domingo . |
| Committee memberships | None | Committee matrix shows Angel with no membership in Audit, Compensation, Nominating, or Investment committees . |
| Committee chairs | None | No chair roles listed for Angel in committee matrix . |
| Board meetings | 4 meetings; 3 independent director executive sessions in FY ended June 30, 2025 | Meeting counts disclosed . |
| Attendance | No director <75% of aggregate Board/committee meetings | Attendance statement for all directors . |
| Annual meeting attendance | All directors except Katrina Philp attended the 2024 Annual Meeting in person | Annual meeting attendance noted . |
| Board leadership | Independent Chair (Nicholas J. Swenson) | Board separates Chair and CEO; Chair is independent . |
Fixed Compensation
| Component | Amount/Structure | Applicability | Evidence |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $18,000 per fiscal year, paid quarterly | Non-employee directors | Plan approved May 2016 . |
| Audit Committee Chair fee | +$7,000 per fiscal year | Non-employee directors who chair Audit | Plan approved May 2016 . |
| FY2025 fees paid (non-employee directors) | Hovda $25,000; Cabillot $18,000; Farrell $18,000; Philp $18,000; Swenson $18,000 | Non-employee directors | Fees table (Angel not listed) . |
| Angel’s cash fees | Not shown in non-employee director fee table | Angel is an employee director; not included among fee recipients in FY2025 table | Absence from fees table . |
Performance Compensation
| Program/Metric | Details | Evidence |
|---|---|---|
| Director equity grants (non-employee directors) | 1,000 restricted shares to each non-employee director, vesting 200 shares per year over five years beginning Nov 20, 2025 | Grant decision disclosed . |
| Equity plan performance metrics | Performance Awards under the 2016 Plan may use goals such as net income, EPS, revenue, cash flow, margins, TSR, ROA/ROE, customer satisfaction, and working capital; Committee may adjust for unusual events | Plan definitions . |
| Change-in-control treatment | Unless otherwise set in award agreements, restricted shares/RSUs fully vest; performance awards vest and become payable within 30 days; options/SARs may be accelerated or assumed | Plan provisions . |
Insider Trades (Angelita R. Domingo)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2024-01-31 | 2024-01-25 | Award (A) | 35 | $18.32 | 10,776 | |
| 2024-06-26 | 2024-06-24 | Sale (S) | 2,585 | $18.2959 | 8,191 | |
| 2024-07-03 | 2024-07-01 | Award (A) | 6,800 | $0.00 | 14,991 | |
| 2024-07-03 | 2024-07-01 | Tax withholding (F) | 2,594 | $18.35 | 12,397 | |
| 2024-07-29 | 2024-07-25 | Award (A) | 40 | $16.22 | 12,437 | |
| 2024-11-22 | 2024-11-20 | Award (A) | 1,000 | $0.00 | 13,437 | |
| 2024-11-25 | 2024-11-22 | Option exercise (M) | 4,250 | $27.50 | 17,687 | |
| 2024-11-25 | 2024-11-22 | Tax withholding (F) | 3,198 | $46.75 | 14,489 | |
| 2025-01-24 | 2025-01-23 | Award (A) | 15 | $41.11 | 14,504 | |
| 2025-07-25 | 2025-07-24 | Award (A) | 15 | $42.34 | 14,519 |
Notes:
- Award entries at $0.00 reflect restricted share grants; “F-InKind” entries reflect shares withheld to cover taxes upon vest/settlement; “M-Exempt” entries reflect option exercises [insider-trades JSON records: see URL citations above].
Other Directorships & Interlocks
- No other public company directorships disclosed for Angel .
- Company-level related-party exposures to Air T, Inc. (AIRT) via investments and overlapping directors (Swenson, Cabillot; Philp employed at Air T), approved by non-affiliated directors under RPT policy . This does not implicate Angel directly but is relevant to overall board conflict management.
Expertise & Qualifications
- Multidisciplinary business experience within scientific industries; senior-level management in regulatory affairs and QMS; operational and customer project management; over 15 years in product design/production/quality controls, risk assessment/mitigation, and regulatory compliance .
- Education: B.S. in Biology/Human Physiology; Chemistry minor (CSU Long Beach) .
Equity Ownership
| Metric | Amount | Evidence |
|---|---|---|
| Total beneficial ownership (Common Stock) | 15,844 shares (<1% of outstanding) | Beneficial ownership table as of Sep 23, 2025 . |
| Options exercisable within 60 days | 2,325 shares | Footnote detailing exercisable options per director . |
| Ownership as % of shares outstanding | <1% (outstanding 3,280,004 shares as of Sep 23, 2025) | Outstanding shares and percent notation . |
| Pledging/Hedging | No pledges disclosed for Angel; Company policy restricts hedging/short-selling and limits pledging (requires ≥200% collateral coverage) | Policy disclosed ; no pledging footnote for Angel in ownership table . |
Governance Assessment
- Independence and committee engagement: Angel is not independent and holds a management role; she has no committee assignments, limiting direct involvement in key oversight (audit, compensation, nominating). This mixed structure can affect perceived board independence and effectiveness, particularly for oversight of quality/regulatory matters where she operates (RED FLAG for independence optics) .
- Attendance/engagement: Board met four times; no director fell below 75% attendance; independent directors held three executive sessions, demonstrating engagement and separation from management where appropriate .
- Ownership alignment: Angel holds ~15.8k shares and has exercisable options (2,325). Insider activity shows modest awards, an option exercise with tax-withholding, and one small sale, indicating ongoing equity participation and some liquidity management; no pledging disclosed [insider URLs above] .
- Related-party risk context: While not tied to Angel, Pro-Dex’s investments in AIRT and Monogram alongside overlapping directors reinforce the need for strict adherence to RPT policies and independent review; governance disclosures detail such processes and approvals .