Katrina M.K. Philp
About Katrina M.K. Philp
Katrina M.K. Philp (age 40) is an independent director of Pro-Dex, Inc., serving on the Board since December 2019. She is Chief of Staff at Air T, Inc. (Nasdaq: AIRT), and previously co-founded Fox Lake Capital and was a Senior Investment Analyst at Whitebox Advisors. She holds a B.A. in Business Administration (Finance & Management) from Northwestern College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whitebox Advisors, LLC | Senior Investment Analyst | 2007–2012 | Buy-side research and investment analysis |
| Fox Lake Capital, LLC | Co-founder; full-time | Nov 2012–Jan 2014 | Financial analysis and investment expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Air T, Inc. (Nasdaq: AIRT) | Chief of Staff | Oct 2017–present | Employed at AIRT; not a Pro-Dex competitor, but Pro-Dex holds AIRT stock; interlocks exist via other PDEX directors |
Board Governance
- Independence: Classified as an independent director under Nasdaq rules .
- Committees (FY2025): Audit (member), Compensation (member). Not on Nominating or Investment committees .
- Audit Committee financial expertise: The Audit Committee and Board state all members meet SEC requirements for “Audit Committee Financial Expert” in FY2025; in FY2024 the chair and one member were explicitly named; in FY2023, Philp was among those meeting the criteria .
- Meetings/Attendance (FY2025): Board met 4 times; Audit met 6 times; no director attended <75% of their meetings. Independent directors held 3 executive sessions .
- Annual meeting attendance: All directors except Philp attended the 2024 annual meeting in person .
| Committee (FY2025) | Role | Meetings (FY2025) |
|---|---|---|
| Audit | Member | 6 meetings; 1 unanimous written consent |
| Compensation | Member | 1 meeting; 3 unanimous written consents |
Fixed Compensation
| Fiscal Year | Director Cash Retainer | Committee Chair Fees | Total Cash |
|---|---|---|---|
| 2025 | $18,000 | $0 (not chair) | $18,000 |
| 2024 | $18,000 | $0 (not chair) | $18,000 |
| 2023 | $18,000 | $0 (not chair) | $18,000 |
Notes:
- Audit Committee Chair fee is $7,000/year, paid to the chair (not Philp) .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Vesting | Performance Metrics | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Nov 20, 2025 | Restricted Shares | 1,000 | 200 shares/year over 5 years starting Nov 20, 2025 | None disclosed for directors; time-based vesting | Not disclosed for director awards |
Change-in-control treatment for equity under the 2016 Plan (applies to directors): unless otherwise provided in award agreements, restricted shares/RSUs fully vest on change-in-control; performance awards vest and pay out within 30 days; options/SARs may be accelerated at Board discretion .
Clawback: All awards subject to reduction/cancellation/recoupment to comply with company policy and applicable law .
Other Directorships & Interlocks
| Entity | Relationship | Role/Connection | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Air T, Inc. (Nasdaq: AIRT) | Employer | Chief of Staff (Philp) | Pro-Dex invested ~$1.0M (6/30/2025) and ~$987k (6/30/2024) in AIRT stock; two PDEX directors (Nick Swenson, Ray Cabillot) serve on AIRT’s board; purchases under 10b5-1 plans approved by unaffiliated directors |
| Monogram Technologies Inc. (Nasdaq: MGRM) | Investment held by PDEX | PDEX held ~2.13M shares with ~$5.7M fair value at 6/30/2025; CEO Van Kirk sits on MGRM’s board | Not directly tied to Philp but relevant to PDEX related-party posture |
No other public company directorships for Philp are disclosed in PDEX proxies .
Expertise & Qualifications
- Senior operating experience as Chief of Staff at a public company (AIRT) and prior hedge fund analyst; co-founder of an investment firm .
- Serves on Audit and Compensation Committees; company states Audit Committee members (including Philp in FY2025) meet SEC “Financial Expert” criteria .
- Education: B.A. in Business Administration, Finance & Management (Northwestern College) .
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding | Notable Footnotes |
|---|---|---|---|
| Sep 23, 2025 (Shares out: 3,280,004) | 20,896 | <1% | Includes 6,200 options/RS vesting/exercisable within 60 days; 14,696 shares owned by spouse with shared voting/dispositive power; 7,496 of those pledged as collateral |
| Sep 24, 2024 (Shares out: 3,322,854) | 18,696 | <1% | Includes 4,000 options exercisable within 60 days; 14,696 spouse’s shares; 7,496 pledged |
| Oct 18, 2023 (Shares out: 3,547,330) | 18,696 | <1% | Includes 4,000 options exercisable within 60 days; 14,696 spouse’s shares; 7,496 pledged |
Hedging/pledging policy: PDEX prohibits hedging, shorting, and pledging by directors/officers unless the total collateral value equals or exceeds 200% of loan obligations and advance approval is obtained (compliance officer is CFO) . The spouse’s pledged shares are disclosed; the proxy does not state any non-compliance with policy .
Governance Assessment
- Strengths: Independent director with finance background; active roles on Audit and Compensation committees; Audit Committee asserts members meet “financial expert” criteria in FY2025; no attendance shortfalls below 75% on Board/committee meetings in FY2025; independent Board chair structure .
- Alignment: Beneficial ownership increased to 20,896 shares by 2025 (<1%); 2025 grant of time-based restricted shares aligns incentives with long-term equity value; company-wide clawback and CoC provisions in place .
- Watch items/RED FLAGS:
- Related-party network with Air T: PDEX holds AIRT stock; two PDEX directors (including chair) are AIRT directors; Philp is AIRT employee. Transactions approved by unaffiliated directors and executed via 10b5-1 plans, but interlocks warrant continued monitoring for conflicts and investment oversight rigor .
- Pledging: 7,496 shares (held by spouse) pledged as loan collateral; policy permits pledging with conditions, but pledging is generally a governance risk indicator; no waiver or non-compliance disclosed .
- Annual meeting attendance: Philp did not attend the 2024 annual meeting in person; not indicative of Board/committee attendance shortfalls, but note for engagement optics .
Overall, Philp’s committee work and independence support board effectiveness; interlocks with AIRT and pledged shares are manageable but notable governance risks that investors should monitor, especially as PDEX’s investment activity intersects with director affiliations .