Richard L. Van Kirk

About Richard L. Van Kirk

Richard L. “Rick” Van Kirk, 65, is Chief Executive Officer, President, and a Director of Pro-Dex, Inc., roles he has held since January 2015 (CEO/President, director since 2015); he previously served as COO (2013–2015), VP of Operations (2007–2013), and Director of Manufacturing (joined 2006) . He holds a B.A. in Business Administration from California State University, Fullerton and an M.B.A. from Claremont Graduate School . Under his leadership, Pro-Dex reported its tenth consecutive year of sales growth in FY2025 with revenue up 24% year over year to $65 million, while pay-versus-performance disclosures show cumulative TSR of $271.22 (from a $100 base on 7/1/2022) and FY2025 net income of $8.98 million, indicating materially improved performance vs FY2024 . He serves on Pro-Dex’s board (not as Chair) and on the Board’s Investment Committee; board leadership is separated with an independent Chair, and a majority of directors are independent, which helps mitigate dual-role governance concerns .

Past Roles

External Roles

Fixed Compensation

All Other Compensation (Rick)

Employment terms: At-will; current base salary $350,000 (previously $305,000 through 12/28/2023), $10,000 auto allowance, eligibility for equity under the 2016 Equity Incentive Plan and ESPP, and standard benefits; no separate CEO employment contract term or severance multiple disclosed .

Performance Compensation

Annual Cash Bonus Structure and Payouts

• Philosophy/process: Compensation Committee pays competitively and emphasizes sustained performance; bonus decisions consider company and individual performance against goals such as revenues, operating profit, cash flow, and stock price, with caps and a clawback policy; payouts are based on audited results and may be discretionary .
• FY2024 and FY2025 bonuses: SCT shows $70,114 (FY2024) and $210,116 (FY2025); footnote notes Rick’s FY2025 included a $140,000 award accrued in FY2025 (paid FY2026) and $70,000 in FY2024 (paid FY2025) .

Equity Awards Outstanding (as of 6/30/2025)

Pay Versus Performance (context)

Change-in-control equity treatment: Unless otherwise specified in award agreements, all restrictions on restricted shares/RSUs terminate and performance awards vest and pay within 30 days upon a Change in Control; the Board has discretion on options/SARs (accelerate, cash-out, assume, or terminate), indicating effectively single-trigger acceleration on full-value awards absent contrary award terms .

Equity Ownership & Alignment

Employment Terms

• Employment status: At-will; CEO compensation currently includes $350,000 base salary, $10,000 auto allowance, equity eligibility (2016 Plan/ESPP), and standard benefits; no fixed-term contract, severance multiple, non-compete, or non-solicit terms are disclosed for Rick .
• Clawback: Company maintains a compensation recovery policy and plan-level clawback/repayment applies to all awards, including for restatements and errors .
• Option repricing: The 2016 Plan prohibits repricing stock options by the Board/Committee, mitigating a key red flag .
• Change-in-control: Full-value awards generally accelerate; options/SARs subject to Board discretion (assumption/cash-out/acceleration/termination); plan definitions include 50%+ ownership change, majority board change in 12 months, 40%+ asset sale, or liquidation .

Board Governance

• Board service: Director since January 2015; currently CEO & President and a board member (not Chair) .
• Committee roles: Member of the Board Investment Committee (Nick Swenson chairs; members include Rick and independent directors Ray and Nick), which oversees investment of surplus capital .
• Governance structure: Independent Chair (Nick Swenson), majority-independent board/committees; independent directors held three executive sessions in FY2025; all directors met ≥75% attendance across meetings .
• Dual-role implications: CEO + Director structure mitigated by independent Chair and fully independent Audit/Nominating/Compensation Committees; however, Rick’s Investment Committee role combined with related-party investment exposures (e.g., Air T stake overseen under 10b5-1 plans by directors with Air T ties) warrants monitoring for independence perception .

Performance & Track Record

• TSR and earnings: PvP data show TSR rose sharply in FY2025 with CAP rising due to equity valuation changes; net income improved to $8.98 million, up materially from FY2024 .
• Strategic initiatives: Management highlighted customer product launches, management team depth additions, and manufacturing systems improvements as FY2025 execution drivers .

Compensation Structure Observations

• Mix and trend: FY2025 pay increased with higher base and materially higher bonus; equity grants resumed ($47,630 fair value in FY2025 vs $0 FY2024), shifting mix modestly toward equity while maintaining significant cash elements .
• Performance linkage: Annual bonus design references multiple operational/financial metrics and stock price with capped incentives and audited results; presence of clawback supports pay-for-performance risk controls, though the proxy does not disclose formal metric weightings or target curve/thresholds for the CEO’s annual bonus .
• Equity risk/reward: Large, price-contingent option packages (strikes $45–$50) feature multi-date market-price tests and partial forfeiture if hurdles are not met, reinforcing alignment but potentially creating event-driven selling windows around testing/vesting dates; 14,800 performance shares vest on 7/1/2026 and 1,000 RS vest ratably through 2030, creating identifiable supply events .

Vesting Schedules and Potential Selling Pressure

• Near-term: 200 RS shares vest annually starting 11/20/2025; 14,800 performance shares scheduled to vest on 7/1/2026 subject to plan/award terms, representing a potential liquidity event .
• Options: Additional price-based testing windows ahead of 2036/2038/2040 expirations could concentrate incentives to maintain/share price at or above $45/$47.50/$50 in 60-day windows preceding testing dates; portions may expire if thresholds are not met, which both limits windfall awards and may reduce future overhang if price conditions aren’t achieved .

Related Party & Interlocks

• Monogram (MGRM): Pro-Dex owns 2,126,673 shares (FV $5.7M at 6/30/25) while Rick serves on Monogram’s board (since 2017), creating an interlock; indemnification agreements are in place for directors and officers .
• Air T (AIRT): Pro-Dex invested ~$1.0M in AIRT common stock via 10b5-1 plans; two directors (Nick and Ray) are also AIRT directors/officers/affiliates; the transactions were approved by non-AIR T–affiliated directors under related-party policies .

Say-on-Pay and Equity Plan Proposals (Context)

• FY2025 proxy includes a Say-on-Pay advisory vote and a frequency vote; the Board recommends “FOR” Say-on-Pay and “1 Year” frequency .
• Board seeks to extend the 2016 Equity Incentive Plan for 10 additional years; prohibits option repricing; continues broad-based eligibility and CIC acceleration terms described above .

Investment Implications

• Alignment: Rick’s meaningful ownership (3.8% of outstanding) plus unvested performance equity and significant price-contingent options support alignment with long-term shareholder value creation; plan-level clawback and prohibition on option repricing are positive governance features .
• Overhang and event risk: The 7/1/2026 performance share vest and RSU schedule create identifiable potential supply; option testing windows around $45–$50 strikes may create episodic incentives around price windows and could influence trading patterns near testing periods .
• Governance risk mitigants: Independent Chair, majority-independent committees, strong attendance, and executive sessions temper dual-role concerns; however, Rick’s Investment Committee role and company investments where board members have outside ties warrant continued monitoring for perceived conflicts (though policies/procedures and approvals are in place) .
• Performance momentum: FY2025 showed robust execution (24% revenue growth to $65M and improved net income), and PvP trends indicate equity-driven CAP tracking TSR; sustaining operational gains and meeting equity vesting hurdles could be supportive to sentiment, while shortfalls could reduce realizable pay and overhang .

Overall: Pay design features multiple at-risk components tied to operational outcomes and stock performance, with clear vesting gates and clawbacks; near-term vesting and price-hurdle options introduce observable trading catalysts; governance structures appear solid, albeit with related-party sensitivities that are being managed through policy and independent oversight .