CEO Subodh Kulkarni was paid $1,422,279 in fiscal year 2021 (SEC filing 0000897101-22-000324 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
$1,422,279 Subodh Kulkarni total, FY2021 | — CEO pay percentile vs peers | — CEO-to-median pay ratio | 97.73% Say-on-pay support, latest vote |
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| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Subodh Kulkarni | $424,500 | $0 | $193,050 | $208,513 | $587,000 | $0 | $9,216 | $1,422,279 |
| President and Chief Executive Officer | ||||||||
| Jeffrey Bertelsen | 271,000 | 0 | 85,800 | 88,392 | 264,000 | 0 | 9,194 | 718,386 |
| Vice President-Finance, Chief Financial Officer, Chief Operating Officer and Secretary | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2021 total | FY2020 total | FY2019 total | Δ FY2020→2021 |
|---|---|---|---|---|
| Subodh Kulkarni | $1,422,279 | — | — | — |
| Jeffrey Bertelsen | 718,386 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
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No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Kulkarni | RSU | 5,500 | — | $255,750 |
| Kulkarni | Option | 10,050 | 28.32 | — |
| Jeffrey Bertelsen | RSU | 925 | — | 43,013 |
| Kulkarni | Option | 4,375 | 19.46 | — |
| Kulkarni | Option | 11,000 | 16.23 | — |
| Jeffrey Bertelsen | Option | 4,500 | 28.32 | — |
| Kulkarni | Option | 9,200 | 42.9 | — |
| Kulkarni | RSU | 2,200 | — | 102,300 |
| Jeffrey Bertelsen | Option | 3,900 | 42.9 | — |
| Kulkarni | RSU | 4,500 | — | 209,250 |
| Jeffrey Bertelsen | RSU | 2,000 | — | 93,000 |
| Jeffrey Bertelsen | Option | 1,850 | 19.46 | — |
| Kulkarni | RSU | 5,025 | — | 233,663 |
| Jeffrey Bertelsen | Option | 5,000 | 16.23 | — |
| Jeffrey Bertelsen | RSU | 2,250 | — | 104,625 |
| Jeffrey Bertelsen | RSU | 2,500 | — | 116,250 |
Our executive compensation program is aligned with our business strategy and culture to attract and retain top talent, to reward business results and individual performance, and, most importantly, to maximize shareholder returns. Our compensation program for our executive officers is highly incentive-based and competitive in the marketplace, with the performance of the Company determining a significant portion of total compensation.
| CEO STI target (% of salary) | 69% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | None |
| Clawback policy | None disclosed |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2021 | 2021-05-13 | 4,322,938 | 100,611 | 26,602 | 97.73% | Passed |
| 2020 | 2020-05-14 | 3,877,085 | 83,309 | 27,650 | 97.9% | Passed |
| 2019 | 2019-05-16 | 4,055,071 | 37,572 | 57,653 | 99.08% | Passed |
| 2018 | 2018-05-10 | 4,009,010 | 53,009 | 27,197 | 98.7% | Passed |
| 2017 | 2017-05-11 | 3,728,453 | 163,741 | 88,383 | 95.79% | Passed |
| 2016 | 2016-05-20 | 3,036,940 | 143,777 | 17,972 | 95.48% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2021 | 2021-05-13 | 97.73%a |
| 2020 | 2020-05-14 | 97.9%b |
| 2019 | 2019-05-16 | 99.08%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Craig D. GatesIndependent · Board Chair · Audit (Chair) · Nominating/Governance | $34,375 | $55,920 | $0 | $0 | $0 | $90,295 |
| Michael M. Selzer, JrIndependent · Audit · Compensation · Nominating/Governance (Chair) · Not standing for re-election | 30,625 | 55,920 | 0 | 0 | 0 | 86,545 |
| Cheryl BeranekIndependent · Compensation (Chair) · Audit · Nominating/Governance | 30,000 | 55,920 | 0 | 0 | 0 | 85,920 |
| Dr. Vivek MohindraIndependent · Compensation · Nominating/Governance | 30,000 | 55,920 | 0 | 0 | 0 | 85,920 |
| Dr. Subodh KulkarniEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Dr. Cordell HardyIndependent · Newly elected | 0 | 0 | 0 | 0 | 0 | 0 |
| Annual cash retainer | $30,000 |
|---|---|
| Annual equity retainer | $55,920 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2021 |
|---|---|
| Cash retainers and fees | $125,000 |
| Equity awards (grant-date value) | $223,680 |
| All other compensation | $0 |
| Total cost of the board | $348,680 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Cyberoptics | 2021 | Subodh Kulkarni | $424,500 | $193,050 | $208,513 | $587,000 | $1,422,279 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Subodh Kulkarni | DEF 14A | 2022-03-28 | 0000897101-22-000324 | Section “Executive Compensation”. As printed: 1,422,279. Filing ↗ |
| 2 | Section 01, Jeffrey Bertelsen | DEF 14A | 2022-03-28 | 0000897101-22-000324 | Section “Executive Compensation”. As printed: 718,386. Filing ↗ |
| 3 | Section 08, Craig D. Gates | DEF 14A | 2022-03-28 | 0000897101-22-000324 | Section “Director Compensation”. As printed: 90,295. Filing ↗machine: t19 · r3 · c6 · span 116014–116102 |
| 4 | Section 08, Michael M. Selzer, Jr | DEF 14A | 2022-03-28 | 0000897101-22-000324 | Section “Director Compensation”. As printed: 86,545. Filing ↗machine: t19 · r2 · c6 · span 114792–114880 |
| 5 | Section 08, Cheryl Beranek | DEF 14A | 2022-03-28 | 0000897101-22-000324 | Section “Director Compensation”. As printed: 85,920. Filing ↗machine: t19 · r5 · c6 · span 118473–118561 |
| 6 | Section 08, Dr. Vivek Mohindra | DEF 14A | 2022-03-28 | 0000897101-22-000324 | Section “Director Compensation”. As printed: 85,920. Filing ↗machine: t19 · r4 · c6 · span 117251–117339 |
| 7 | Section 08, Dr. Subodh Kulkarni | DEF 14A | 2022-03-28 | 0000897101-22-000324 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 8 | Section 08, Dr. Cordell Hardy | DEF 14A | 2022-03-28 | 0000897101-22-000324 | Section “Director Compensation”. As printed: 0. Filing ↗machine: t19 · r6 · c6 · span 119730–119732 |
| 9 | Section 06, 2021 vote | Form 8-K | 2021-05-14 | 0000897101-21-000418 | Item 5.07 · say-on-pay result. As reported: 97.73%. Filing ↗ |
| 10 | Section 06, 2020 vote | Form 8-K | 2020-05-18 | 0000897101-20-000394 | Item 5.07 · say-on-pay result. As reported: 97.9%. Filing ↗ |
| 11 | Section 06, 2019 vote | Form 8-K | 2019-05-17 | 0000897101-19-000502 | Item 5.07 · say-on-pay result. As reported: 99.08%. Filing ↗ |
| 12 | Section 09b board cost (computed) | Computed | — | — | Cash 125,000 + equity 223,680 + all other 0 = 348,680, summed across the director compensation table rows.machine: formula: Σ = 348,680 |
| 13 | Cyberoptics (subject), Section 10b CEO total | DEF 14A | 2022-03-28 | 0000897101-22-000324 | CEO total compensation as printed in Cyberoptics's own proxy. As printed: 1,422,279. Filing ↗ |
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