Nicholas J. Swenson
About Nicholas J. Swenson
Nicholas J. “Nick” Swenson (age 57) is an executive, investor, and research analyst who serves as Chairman of the Board and independent director at Pro-Dex, Inc. (PDEX). He has been on the PDEX board since January 2013 and is currently Board Chair; he holds a B.A. in History from Middlebury College and an M.B.A. from the University of Chicago . He qualifies as an “independent director” under Nasdaq Listing Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pro-Dex, Inc. | Director; Chairman of the Board | Director since Jan 2013; Chair current | Leads Board; chairs Compensation Committee and Investment Committee; member of Nominating/Corporate Governance |
External Roles
| Organization | Position | Tenure | Notes |
|---|---|---|---|
| AO Partners, LLC | Managing Partner | Since Jan 2012 – present | GP of AO Partners I, L.P. (PDEX shareholder) |
| Air T, Inc. (Nasdaq: AIRT) | President, CEO, and Director | Since Oct 2013 – present | Also Chairman of AIRT; PDEX holds AIRT stock (see Related Parties) |
| Lendway Inc. (Nasdaq: LDWY) | Director | Current | Public company directorship |
| Several private companies | Director | Current | Additional private board roles |
Board Governance
- Board leadership: Roles of Chairman and CEO are separated; Swenson, an independent director, serves as Chairman and presides at Board and shareholder meetings .
- Committee assignments (current): Chair, Compensation; Member, Nominating/Corporate Governance; Chair, Investment Committee; not on Audit .
- Independence: Board determined Swenson and a majority of directors independent under Nasdaq rules; Rick Van Kirk (CEO) and Angel Domingo (employee director) are not independent .
- Meetings and attendance: FY2025 Board met 4 times; independent directors held 3 executive sessions; no director attended less than 75% of Board and committee meetings on which they served .
- Nominating/Corporate Governance remit: Oversees board independence and potential conflicts; fully independent membership .
Fixed Compensation (Director)
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $18,000 | Paid quarterly, in arrears |
| Audit Chair fee (incremental) | $7,000 | Applies to Audit Chair (not Swenson) |
| Fees earned (Swenson) | $18,000 (cash) | FY2025 director fees earned |
Performance Compensation (Director)
| Equity Award | Grant Date | Quantity | Vesting | Notes |
|---|---|---|---|---|
| Restricted Shares (annual grant to non-employee directors) | Nov 20, 2025 | 1,000 shares | 200 shares/year over 5 years, starting Nov 20, 2025 | Under 2016 Equity Incentive Plan; CoC acceleration per plan terms |
Performance metrics used for director equity are not specified; plan-level performance award metrics include financial/TSR measures if used (e.g., net income, revenue, ROE, TSR), and change-in-control terms accelerate vesting unless awards are participant-caused CoC .
Other Directorships & Interlocks
| Entity | Nature of Interlock | Governance Consideration |
|---|---|---|
| Air T, Inc. (AIRT) | Swenson is CEO/Chair/Director of AIRT; PDEX invested ~$1.0M in AIRT common stock through 10b5‑1 plans; Katrina Philp (PDEX director) is AIRT Chief of Staff; Ray Cabillot (PDEX director) also AIRT director | Related-party transaction approved by PDEX directors unaffiliated with AIRT under the company’s related-party policy |
| Investment Committee | Chaired by Swenson; invests PDEX surplus capital, including securities that Swenson or Cabillot may own or boards they sit on | Heightened conflict risk mitigated by related-party approval process; oversight resides with Board and Nominating/Corporate Governance Committee |
Expertise & Qualifications
- 27 years as a financial analyst and investment manager; public company C-suite and board experience; independent of management .
- Education: B.A. Middlebury College; M.B.A. University of Chicago .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components / Notes |
|---|---|---|---|
| Nicholas J. Swenson (incl. AO Partners) | 1,024,017 | 31.2% (of 3,280,004 shares) | Includes 922,204 shares held by AO Partners I, L.P. (GP: AO Partners, LLC; Managing Member: Swenson), 95,613 shares owned directly by Swenson, and 6,200 options/exercisable/vestable within 60 days |
| Shares pledged as collateral | 922,204 (AO Partners I, L.P.) | — | AO Partners I, L.P.’s PDEX holdings, plus other securities/collateral, pledged to secure a bank loan (RED FLAG) |
Additional ownership policy context:
- Insider Trading Policy prohibits hedging and short sales; pledging is prohibited unless pre‑approved and the aggregate collateral coverage is ≥200% of the loan balance .
Governance Assessment
-
Strengths:
- Independent Board Chair with deep capital allocation and public company leadership experience; clear separation of Chair/CEO roles .
- High attendance; regular independent director executive sessions .
- Committee leadership: chairs Compensation and Investment Committees; member of Nominating/Corporate Governance; all three committees are composed entirely of independent directors .
- Clawback and compensation recovery policy acknowledged; plan-level recoupment provisions in place .
-
Risks / RED FLAGS:
- Significant related-party exposure: PDEX invested ~$1.0M in AIRT while Swenson serves as AIRT CEO/Chair and director; another PDEX director (Philp) is an AIRT executive; Cabillot is also on AIRT’s board. Though approved by unaffiliated directors via 10b5‑1 plans, this remains a governance risk area requiring ongoing monitoring .
- Pledging: AO Partners I, L.P.’s 922,204 PDEX shares pledged for a bank loan. While the policy allows pledging with strict collateral coverage, pledging by a major beneficial holder and Board Chair elevates risk in downside scenarios or margin events .
- Concentrated ownership: Swenson beneficially controls ~31.2% of PDEX, which can influence outcomes including director elections and governance matters; demands vigilance on minority shareholder protections .
-
Compensation alignment (director):
- Cash-only retainer ($18k) plus modest time-based RSU grant (1,000 shares, 5-year ratable vesting) suggests longer-term alignment without excessive risk-taking; no meeting fees disclosed .
-
Committee process:
- Compensation Committee has authority to retain independent compensation consultants; used management and advisor input as needed; meetings plus unanimous written consents indicate active oversight .
Related Party Transactions (Conflict Review)
- Investments overseen by Investment Committee (chaired by Swenson) include marketable equity securities; at 6/30/2025 PDEX held ~$1.0M AIRT stock. Approval conducted by PDEX directors unaffiliated with AIRT per related‑party policy .
- Policy: Board reviews/approves related‑party transactions; interested directors recuse from approval .
- Additional exposure: PDEX owns 2,126,673 shares of Monogram Technologies (MGRM); PDEX’s CEO serves on MGRM’s board (not related to Swenson but indicates broader interlocks in portfolio approach) .
Director Compensation Structure (Summary)
| Element | Design | Notes |
|---|---|---|
| Cash Retainer | $18,000 per year for non-employee directors; Audit Chair +$7,000 | Paid quarterly, in arrears |
| Equity | 1,000 restricted shares per non-employee director | 200 shares/year vesting over 5 years from Nov 20, 2025 |
| Ownership/Clawback | Insider Trading Policy restricts hedging/shorting/pledging; Plan-level clawback/recoupment applies | Pledging allowed only with pre‑approval and ≥200% collateral; clawback under Board policy and law |
Say-on-Pay & Shareholder Feedback
- 2025 Proxy includes a non-binding advisory vote on executive compensation and a frequency vote; Board recommends “FOR” say‑on‑pay and “1 year” frequency. Historical approval percentages are not disclosed in this proxy .
Compensation Committee Analysis
- Composition: All independent; chaired by Swenson (Nick); members include Ray Cabillot, William Farrell, and Katrina Philp .
- Consultant usage: Committee may retain independent consultants and other advisors; authority to approve fees and terms; used meetings and written consents in FY2025 .
- Philosophy: Pay competitively; pay for sustained performance across revenue, operating profit, cash flow, stock price; capped incentives; compensation recovery policy in place .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Shares outstanding (record date) | 3,280,004 | |
| Swenson beneficial ownership | 1,024,017 shares; 31.2% | |
| Breakdown | 922,204 AO Partners I, L.P.; 95,613 direct; 6,200 options exercisable/within 60 days | |
| Pledged shares | AO Partners I, L.P.’s 922,204 PDEX shares pledged to secure bank loan | |
| Pledging policy | Pre‑approval; ≥200% collateral coverage; hedging/shorting prohibited |
Governance Implications for Investors
- Swenson’s large, long-tenured, and independent Board leadership with meaningful ownership aligns incentives, but pledging of a substantial block and the AIRT interlock require enhanced scrutiny and robust recusal/approval processes to maintain investor confidence .
- The director pay mix is conservative with multi-year vesting, supporting long-term alignment; committee structures and meeting cadence indicate foundational governance practices are in place .
- Monitor: (i) related‑party transaction oversight and Investment Committee decisions, (ii) any changes in pledging arrangements, (iii) say‑on‑pay outcomes and director equity award practices, and (iv) continued independence of key committees .