Velarion · Company Intelligence
Compensation Brief
Fiscal year 2026 · Filings through 2026-10-06

Pro Dex (PDEX)

CEO Richard Kirk was paid $652,951 in fiscal year 2026, ↑ up 48.0% from fiscal year 2025 (SEC filing 0001079973-26-001325 ↗): 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.

$727,584 ↑
Richard Kirk total, FY2026
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
99.04%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Richard Kirk (Director, CEO, President and COO), FY2026 total compensation $727,584 (base salary $350,000) [exec_comp, SEC accession 0001079973-26-001325, filed 2026-10-06]

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PDEX's next annual pay disclosure, estimated October 5, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2026

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Richard Kirk$350,000$325,946$0$0$0$0$51,638$727,584
Director, CEO, President and COO
Alisha Charlton249,83960,11630,83000012,952353,737
Chief Financial Officer

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.

Three-year trend — total compensation per named executive

Named executive officerFY2026 totalFY2025 totalFY2024 totalΔ FY2025→2026
Richard Kirk$727,584$652,951$441,303↑ +74,633
Alisha Charlton353,737357,825320,500↓ −4,088

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against PDEX
1 company names PDEX as a compensation peer

Each company listed discloses PDEX in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named PDEX in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2026 total
Angelita R. DomingoDirector—
David C. HovdaIndependent Director$55,830
Katrina M.K. PhilpIndependent Director$48,830
Nicholas J. SwensonChair of the Board$48,830
Raymond E. CabillotIndependent Director$48,830
William J. Farrell IIIIndependent Director$48,830
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2026

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Alisha CharltonPSU12,600—$737,730
Alisha CharltonPSU15,600—913,380
05

Incentive-plan design — the Compensation Discussion & Analysis

The company pays competitively to attract and retain qualified talent, rewarding executive officers based on sustained Company and individual performance. Compensation is designed to closely link pay with performance while avoiding excessive risk-taking, utilizing a balanced plan of base salary, discretionary bonuses, and equity awards.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20252025-11-202,064,14319,91627,71899.04%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20252025-11-2099.04%a

a. 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.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2026

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
David C. HovdaIndependent · Audit (Chair)$25,000$30,830———$55,830
Katrina M.K. PhilpIndependent · Audit · Compensation18,00030,830———48,830
Nicholas J. SwensonIndependent · Board Chair · Compensation (Chair) · Nominating/Corporate Governance · Investment (Chair)18,00030,830———48,830
William J. Farrell IIIIndependent · Compensation · Nominating/Corporate Governance18,00030,830———48,830
Raymond E. CabillotIndependent · Audit · Compensation · Nominating/Corporate Governance (Chair) · Investment18,00030,830———48,830
Richard L. Van KirkEmployee director · Investment—————0
Angelita R. DomingoEmployee director—————0
09

Board fee structure and ownership guideline

Annual cash retainer$18,000
Annual equity retainer$1,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)7,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2026
Cash retainers and fees$97,000
Equity awards (grant-date value)$154,150
All other compensation$0
Total cost of the board$251,150

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Pro Dex2026Richard Kirk$350,000$0$0$0$727,584

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.

10d

Frequently asked questions

Who was the highest-paid executive at Pro Dex in fiscal 2026?
As disclosed, Richard Kirk (Director, CEO, President and COO) was the highest-paid executive at Pro Dex in fiscal 2026, with total compensation of $727,584.
How did shareholders vote on Pro Dex's executive compensation?
As disclosed, 99.04% of shareholders supported Pro Dex's executive compensation in the latest say-on-pay vote.
How much does Pro Dex spend in total on board compensation for fiscal 2026?
As disclosed, Pro Dex reported total board compensation of $251,150 for fiscal 2026.

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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Richard KirkDEF 14A2026-10-060001079973-26-001325Section “Executive Compensation”. As printed: 727,584. Filing ↗machine: r2 · c23 · span 196355–196362
2Section 01, Alisha CharltonDEF 14A2026-10-060001079973-26-001325Section “Executive Compensation”. As printed: 353,737. Filing ↗machine: r4 · c23 · span 198438–198445
3Section 07, pay ratio10-K2026-09-030001079973-26-001215Section “CEO Pay Ratio”. As printed: —. Filing ↗
4Section 08, David C. HovdaDEF 14A2026-10-060001079973-26-001325Section “Director Compensation”. As printed: 55,830. Filing ↗machine: span 340647–340653
5Section 08, Katrina M.K. PhilpDEF 14A2026-10-060001079973-26-001325Section “Director Compensation”. As printed: 48,830. Filing ↗machine: span 342345–342351
6Section 08, Nicholas J. SwensonDEF 14A2026-10-060001079973-26-001325Section “Director Compensation”. As printed: 48,830. Filing ↗machine: span 342914–342920
7Section 08, William J. Farrell IIIDEF 14A2026-10-060001079973-26-001325Section “Director Compensation”. As printed: 48,830. Filing ↗machine: span 341788–341794
8Section 08, Raymond E. CabillotDEF 14A2026-10-060001079973-26-001325Section “Director Compensation”. As printed: 48,830. Filing ↗machine: span 341216–341222
9Section 08, Richard L. Van KirkDEF 14A2026-10-060001079973-26-001325Section “Director Compensation”. As printed: 0. Filing ↗
10Section 08, Angelita R. DomingoDEF 14A2026-10-060001079973-26-001325Section “Director Compensation”. As printed: 0. Filing ↗
11Section 06, 2025 voteForm 8-K2025-11-210001553350-25-000115Item 5.07 · say-on-pay result. As reported: 99.04% (votes for as printed: 2,064,143). Filing ↗
12Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
13Section 09b board cost (computed)Computed——Cash 97,000 + equity 154,150 + all other 0 = 251,150, summed across the director compensation table rows.machine: formula: Σ = 251,150
14Pro Dex (subject), Section 10b CEO totalDEF 14A2026-10-060001079973-26-001325CEO total compensation as printed in Pro Dex's own proxy. As printed: 727,584. Filing ↗machine: r2 · c23 · span 196355–196362

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