RICHARD L. VAN KIRK - Corporate Board Profile

PRO DEX INC

Filing Date	Source Excerpt
2015-10-22	Richard L. Van Kirk (55), has served as our Chief Executive Officer and President since January 2015 in addition to his position as Chief Operating Officer which he has held since April, 2013. Mr. Van Kirk joined the Company as Director of Manufacturing in 2006, and was subsequently promoted to Vice President of Operations in 2007. Prior to joining the Company, Mr. Van Kirk served as Manufacturing Manager and Manager of Product Development for the ChargeSource division of Comarco, Inc., a provider of power and charging functionality for popular electronic devices and wireless accessories, and as General Manager at Dynacast, a leader in precision die casting.Mr. Van Kirk holds a BA in Business Administration from California State University, Fullerton and an MBA from Claremont Graduate School. Mr. Van Kirk has been a director of ours since January 2015. Mr. Van Kirk brings the following experience, qualifications, attributes and skills to our Board: Current senior-level management experience as our Chief Executive Officer; and Over 15 years of senior-level management in the areas of manufacturing, operations, supply chain, distribution and logistics including nearly 10 years of experience in our operations management. Compensation of Executive Officers The following table sets forth certain compensation information for the fiscal years ended June 30, 2015 and 2014, for our Chief Executive Officer, as well as our Chief Financial Officer and our former Chief Executive Officer during fiscal year ended June 30, 2015 and whose total compensation exceeded $100,000 (collectively, the “Named Executive Officers”). Summary Compensation Table Name and Salary All Other Compensation(4) Total Principal Position Year ($) ($) ($) Richard L. Van Kirk(1) 2015 $ 191,539 $ 19,802 $ 211,341 Director, CEO, President and COO 2014 $ 177,617 $ 17,480 $ 195,097 Employment Agreements with Named Executive Officers Employment Arrangement with Richard L. Van Kirk On January 12, 2015, Mr. Van Kirk began service as our Chief Executive Officer, President and Director, in addition to continuing to serve as our Chief Operating Officer, a position he has held since April 23, 2013. In connection with his 2013 appointment as Chief Operating Officer, Mr. Van Kirk entered into an at-will employment arrangement (the “April 2013 Employment Arrangement”), which incorporates certain terms of Mr. Van Kirks prior at-will employment arrangement dated January 6, 2006. Pursuant to the April 2013 Employment Arrangement, Mr. Van Kirks compensation consists of the following which are pursuant to the April 2013 Employment arrangement (except for the base compensation which amount was increased upon his appointment as Chief Executive Officer): A base salary at an annualized rate of $205,000. Participation in our Annual Incentive Plan and our prior Long Term Incentive Plan, the latter of which was terminated by our Board on June 26, 2014. Mr. Van Kirk was permitted to participate in any program of stock options or other equity grants that we provided key employees from time to time. Such grants were made under the terms and provisions of the Second Amended and Restated 2004 Stock Option Plan, which was terminated by our Board on June 26, 2014. Mr. Van Kirk is permitted to participate in the ESPP on the same terms as other employees, which was approved by our Board in September, 2014 and our shareholders in December, 2014. Health, dental, disability and life insurance, qualified retirement plans, and optional employee benefits on the same terms as other employees, except Mr. Van Kirk will not participate in any Company-wide employee bonus plans. Compensation of Directors 2013 Directors Compensation Plan In May 2, 2013, our Board created the 2013 Directors Compensation Plan that provides for the following: Fees of $200 for participation in Board or Committee meetings, to a maximum of $2,000 per fiscal year; and An annual retainer of $23,000 for the Audit Committee Chair (which may be modified in compensating any future Audit Committee Chair). The 2013 Directors Compensation Plan has no provision for (a) retainers other than that described above, or (b) grants of options, restricted stock or other forms of equity compensation. The following table details the cash retainers and fees, as well as equity compensation in the form of stock awards, paid to our non-employee directors during fiscal 2015: Name Fees Paid in Cash($) Option Awards($) Total($) David C. Hovda $24,800 24,800 William J. Farrell III $1,400 1,400 Nicholas J. Swenson $2,000 2,000 Raymond E. Cabillot $2,000 2,000 The cash amount reported in this column represents amounts paid to directors during fiscal 2015 and in some cases includes a portion of fees earned in fiscal 2014.
2016-10-17	Richard L. Van Kirk (56), has served as our Chief Executive Officer and President since January 2015 in addition to his position as Chief Operating Officer which he has held since April, 2013. Mr. Van Kirk joined the Company as Director of Manufacturing in 2006, and was subsequently promoted to Vice President of Operations in 2007. Prior to joining the Company, Mr. Van Kirk served as Manufacturing Manager and Manager of Product Development for the ChargeSource division of Comarco, Inc., a provider of power and charging functionality for popular electronic devices and wireless accessories, and as General Manager at Dynacast, a leader in precision die casting. Mr. Van Kirk holds a BA in Business Administration from California State University, Fullerton and an MBA from Claremont Graduate School. Mr. Van Kirk has been a director of ours since January 2015.
2017-10-19	Richard L. Van Kirk 57 Director, Chief Executive Officer, and President ...The cash amount reported in this column represents amounts earned during fiscal 2017.
2018-10-05	Richard L. Van Kirk 58 Director, Chief Executive Officer, and President The following table details the cash fees, as well as equity compensation in the form of stock awards, earned by our non-employee directors during fiscal 2018: Name: Richard L. Van Kirk Fees Paid in Cash: $0 Option Awards: $0 Total: $0
2019-10-07	Richard L. Van Kirk (59), has served as our Chief Executive Officer and President since January 2015 in addition to his position as Chief Operating Officer which he has held since April, 2013. ... Mr. Van Kirk has been a director of ours since January 2015. The following table details the cash fees, as well as equity compensation in the form of stock awards, earned by our non-employee directors during fiscal 2019: Name Fees Paid in Cash ($) Option Awards ($) Total ($) Richard L. Van Kirk $0 $0 $0 Our Board has an Audit Committee that consists of three Board members, Messrs. Hovda (Chairman), Cabillot and Swenson. Our Board has a Compensation Committee that consists of three Board members, Messrs. Swenson (Chairman), Cabillot and Farrell.
2020-10-06	Richard L. Van Kirk 60 Director, Chief Executive Officer, and President ...The following table details the cash fees earned by our non-employee directors during fiscal 2020. No stock options or other compensation was issued or paid to our non-employee directors during fiscal 2020.
2021-10-05	Richard L. Van Kirk 61 Director, Chief Executive Officer, and President The following table details the fees earned by our non-employee directors during fiscal 2021. David C. Hovda $18,000 $347,080 $372,080 Raymond E. Cabillot $18,000 $347,080 $365,080 William J. Farrell III $18,000 $347,080 $365,080 Katrina M.K. Philp $18,000 $347,080 $365,080 Nicholas J. Swenson $18,000 $347,080 $365,080
2022-10-03	Richard L. Van Kirk 62 Director, Chief Executive Officer, and President No director compensation listed for Mr. Van Kirk as he is an employee.
2023-10-27	Richard L. Van Kirk 63 Director, Chief Executive Officer, and President Audit: X Compensation of Executive Officers Richard L. Van Kirk 2023 Salary: $305,000 Bonus: $70,114 All Other Compensation: $43,491 Total: $418,605 Director compensation plan for non-employee directors does not apply to Rick as he is an employee and executive officer.
2024-10-08	Richard L. Van Kirk 64 Director, Chief Executive Officer, and President Audit X. Summary Compensation Table: Richard L. Van Kirk 2024 Salary $327,500 Bonus $70,114 Stock Awards — All Other Compensation $43,689 Total $441,303.