NVE CORP (NVEC)
Sector: Information Technology
2026 Annual Meeting Analysis
NVE CORP · Meeting: August 6, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Board of Directors
Dr. Baker has served as CEO and director since 2001 and is transitioning to Chairman; the stock's 3-year price return of approximately +44% is strongly positive, and while no named peer group is disclosed, the ETF fallback benchmark (XLK) would require underperformance of 80 percentage points or more against a positive-TSR backdrop to trigger a No vote — that threshold is not met; no overboarding, attendance, or independence concerns apply to his role as an executive director.
Dr. Eames is a first-time nominee to the board, so he is exempt from the TSR trigger under the 24-month new-director rule; he brings deep technical and operational expertise from over two decades at NVE and is the incoming CEO, making his board seat appropriate and well-supported.
Mr. Glarner has served as a director since 1999 and Chairman since 2001; the company's 3-year price return of approximately +44% is strongly positive, and the ETF fallback (XLK) would require at least 80 percentage points of underperformance to trigger a No vote — a threshold far from being met; no overboarding, attendance, or independence concerns are present.
Ms. Hollister has served since 2004 and chairs the Audit Committee; the company's 3-year return is strongly positive and the TSR trigger is not met under the XLK ETF fallback; she is independent, has strong financial and semiconductor-industry credentials, and meets all attendance and qualification standards.
Dr. Bracke joined the board in 2021 (approximately five years of tenure), is independent, and brings relevant medical device and public-company experience; the company's 3-year return is strongly positive and the TSR trigger is not met; his concurrent seat on the Autoscope Technologies board does not exceed the overboarding limit of three outside boards for a non-CEO director.
Dr. Wei joined the board in May 2024, making her tenure less than 24 months as of the August 2026 meeting, so she is fully exempt from the TSR trigger under the new-director rule; she is independent and brings relevant engineering, medical device, and senior executive experience.
Ms. Valentine is a first-time nominee and therefore exempt from the TSR trigger; she brings executive leadership experience in medical devices, electronic manufacturing, and public-company environments, which aligns well with NVE's business.
All seven director nominees pass the policy screens: the company's 3-year price return of approximately +44% is strongly positive and does not come close to triggering the 80-percentage-point ETF underperformance threshold versus XLK (the applicable fallback since no named peer group is disclosed); the two new nominees are exempt as first-time board members; no overboarding, attendance failures, independence violations, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Daniel A. Baker
Total Comp
$586,515
Prior Support
97%%
The CEO's total reported compensation of approximately $586,515 is very modest for a technology company of NVE's size and market cap, and is well within benchmark expectations for a CEO at a sub-$1 billion information technology company; the pay mix includes meaningful performance-based incentive compensation tied to operating income (a clear, measurable metric) plus modest stock option grants, with fixed salary representing a higher share of total pay than ideal but justified by the overall low absolute pay level; the company received 97% shareholder approval at the prior year's vote, has a formal clawback policy in place compliant with Nasdaq requirements, no golden parachutes, no executive perks, and strong governance practices around compensation, all of which support a FOR vote.
Auditor Ratification
✓ FORAuditor
Boulay PLLP
Tenure
7 yrs
Audit Fees
$122,410
Non-Audit Fees
$8,760
Non-audit fees (tax return preparation) of $8,760 represent only about 7% of audit fees of $122,410, well below the 50% threshold that would raise independence concerns; Boulay has audited NVE since fiscal 2020 (approximately 7 years), comfortably under the 25-year tenure trigger; no material financial restatements were disclosed; and while Boulay is a regional firm, NVE's market cap of approximately $535 million is below $1 billion, making a large national or regional firm appropriate, and the audit committee provides active oversight including involvement in lead partner selection and recent partner rotations.
Overall Assessment
NVE's 2026 annual meeting ballot contains three straightforward proposals — director elections, say-on-pay, and auditor ratification — all of which pass the applicable policy screens cleanly; executive pay is exceptionally modest and well-structured for a company of this size, the auditor relationship is clean with minimal non-audit fees and reasonable tenure, and the company's strongly positive 3-year stock return means no director triggers the TSR underperformance test.