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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PDEX's next annual pay disclosure, estimated October 5, 2027.est. Filing ↗
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Richard Kirk | $350,000 | $325,946 | $0 | $0 | $0 | $0 | $51,638 | $727,584 |
| Director, CEO, President and COO | ||||||||
| Alisha Charlton | 249,839 | 60,116 | 30,830 | 0 | 0 | 0 | 12,952 | 353,737 |
| 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.
| Named executive officer | FY2026 total | FY2025 total | FY2024 total | Δ FY2025→2026 |
|---|---|---|---|---|
| Richard Kirk | $727,584 | $652,951 | $441,303 | ↑ +74,633 |
| Alisha Charlton | 353,737 | 357,825 | 320,500 | ↓ −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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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.
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2026 total |
|---|---|---|
| Angelita R. Domingo | Director | — |
| David C. Hovda | Independent Director | $55,830 |
| Katrina M.K. Philp | Independent Director | $48,830 |
| Nicholas J. Swenson | Chair of the Board | $48,830 |
| Raymond E. Cabillot | Independent Director | $48,830 |
| William J. Farrell III | Independent Director | $48,830 |
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Alisha Charlton | PSU | 12,600 | — | $737,730 |
| Alisha Charlton | PSU | 15,600 | — | 913,380 |
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 policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-11-20 | 2,064,143 | 19,916 | 27,718 | 99.04% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-11-20 | 99.04%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.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| David C. HovdaIndependent · Audit (Chair) | $25,000 | $30,830 | — | — | — | $55,830 |
| Katrina M.K. PhilpIndependent · Audit · Compensation | 18,000 | 30,830 | — | — | — | 48,830 |
| Nicholas J. SwensonIndependent · Board Chair · Compensation (Chair) · Nominating/Corporate Governance · Investment (Chair) | 18,000 | 30,830 | — | — | — | 48,830 |
| William J. Farrell IIIIndependent · Compensation · Nominating/Corporate Governance | 18,000 | 30,830 | — | — | — | 48,830 |
| Raymond E. CabillotIndependent · Audit · Compensation · Nominating/Corporate Governance (Chair) · Investment | 18,000 | 30,830 | — | — | — | 48,830 |
| Richard L. Van KirkEmployee director · Investment | — | — | — | — | — | 0 |
| Angelita R. DomingoEmployee director | — | — | — | — | — | 0 |
| 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 | — |
| Component | FY2026 |
|---|---|
| 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.
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 | Pro Dex | 2026 | Richard 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.
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, Richard Kirk | DEF 14A | 2026-10-06 | 0001079973-26-001325 | Section “Executive Compensation”. As printed: 727,584. Filing ↗machine: r2 · c23 · span 196355–196362 |
| 2 | Section 01, Alisha Charlton | DEF 14A | 2026-10-06 | 0001079973-26-001325 | Section “Executive Compensation”. As printed: 353,737. Filing ↗machine: r4 · c23 · span 198438–198445 |
| 3 | Section 07, pay ratio | 10-K | 2026-09-03 | 0001079973-26-001215 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 4 | Section 08, David C. Hovda | DEF 14A | 2026-10-06 | 0001079973-26-001325 | Section “Director Compensation”. As printed: 55,830. Filing ↗machine: span 340647–340653 |
| 5 | Section 08, Katrina M.K. Philp | DEF 14A | 2026-10-06 | 0001079973-26-001325 | Section “Director Compensation”. As printed: 48,830. Filing ↗machine: span 342345–342351 |
| 6 | Section 08, Nicholas J. Swenson | DEF 14A | 2026-10-06 | 0001079973-26-001325 | Section “Director Compensation”. As printed: 48,830. Filing ↗machine: span 342914–342920 |
| 7 | Section 08, William J. Farrell III | DEF 14A | 2026-10-06 | 0001079973-26-001325 | Section “Director Compensation”. As printed: 48,830. Filing ↗machine: span 341788–341794 |
| 8 | Section 08, Raymond E. Cabillot | DEF 14A | 2026-10-06 | 0001079973-26-001325 | Section “Director Compensation”. As printed: 48,830. Filing ↗machine: span 341216–341222 |
| 9 | Section 08, Richard L. Van Kirk | DEF 14A | 2026-10-06 | 0001079973-26-001325 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 10 | Section 08, Angelita R. Domingo | DEF 14A | 2026-10-06 | 0001079973-26-001325 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 06, 2025 vote | Form 8-K | 2025-11-21 | 0001553350-25-000115 | Item 5.07 · say-on-pay result. As reported: 99.04% (votes for as printed: 2,064,143). Filing ↗ |
| 12 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 13 | Section 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 |
| 14 | Pro Dex (subject), Section 10b CEO total | DEF 14A | 2026-10-06 | 0001079973-26-001325 | CEO 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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