Ali Sadri
About Ali Sadri
Ali S. Sadri, Ph.D., age 61, is Airgain’s Chief Technology Officer (CTO). He joined Airgain in 2021 as SVP Engineering and was appointed CTO in January 2022. He previously led mmWave and communications standards at Intel, founded and chaired the WiGig Alliance, and served as Director of Communications Standards at IBM; he holds BS/MS/PhD in Electrical Engineering with a business minor from North Carolina State University and has advisory/academic roles at Tokyo Institute of Technology and Duke University. Company performance during his tenure includes 2024 revenue of $60.6 million versus targets of $72.5 million (target) and $80.0 million (maximum), adjusted EBITDA of -$0.8 million versus $1.25 million (target), and cumulative TSR value of $64 for a $100 initial investment in 2024 (vs. $32 in 2023), with net losses of $8.688 million (2024) and $12.428 million (2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intel | Senior Director, Communications Standards Group and mmWave Advanced Technology Development | 2015–2019 | Led standards and mmWave technology; foundation for next-gen wireless at scale |
| SOLiD Inc. | Vice President of Engineering | 2020–2021 | Led DAS/small-cell engineering; enterprise cellular infrastructure expertise |
| WiGig Alliance | Founder and Chair of the Board | Pre-2015 | Drove 60 GHz WiGig ecosystem and standards alignment |
| IBM | Director of Communications Standards | 1990–2000 | Directed communications standards adoption across technology stack |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Tokyo Institute of Technology | Industry International Advisor | Since 2018 | Advisory role to academic/industry interface |
| Duke University | Visiting Assistant Professor | 2000 | Academic appointment in communications |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Bonus Form (Shares) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 325,000 | 60% | 29,250 (15% of target) | 6,708 RSUs (granted 3/15/2025) | 7,104 | 758,996 |
| 2023 | 302,656 | 60% (unchanged) | — | — | 8,190 | 603,612 |
Performance Compensation
| Component | Metric | Weighting | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|---|
| Financial | Revenue | 60% | >$62.5M | >$72.5M | >$80.0M | $60.6M | 0% of financial |
| Financial | Adjusted EBITDA | 20% | $0.5M | >$1.25M | >$2.5M | -$0.8M | 0% of financial |
| Strategic | KSOs (5 objectives) | 20% | 25% payout (1 met) | 100% payout (4 met) | 125% payout (5 met) | 3 of 5 met | 75% of KSO portion; overall 15% of total bonus |
| Vesting/Payment | 2024 Annual Bonus | — | — | — | — | — | Paid as fully vested RSUs on 3/15/2025 (Sadri 6,708 shares) |
Notes:
- Adjusted EBITDA definition for plan purposes excludes stock-based compensation and certain income/expense items to focus on core operations .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total Beneficial Ownership (Shares) | 142,592 |
| Ownership (% of Outstanding) | 1.2% |
| Options Exercisable within 60 days | 91,014 |
| RSUs vesting within 60 days | 3,000 |
| Pledging/Hedging | Prohibited by Insider Trading Policy |
| Clawback | Implemented October 2023 for incentive-based comp upon restatement |
| 10b5-1 Sell-to-Cover Arrangement | Adopted 6/9/2025 for tax withholding on RSU/PSU vesting |
| 10b5-1 Discretionary Sale Plan | Adopted 8/15/2025; potential sale up to 16,000 shares (11/17/2025–2/26/2027) |
Outstanding Equity Awards (as of 12/31/2024)
| Grant Date | Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | PSU Unvested (#) | Vesting Notes |
|---|---|---|---|---|---|---|---|---|
| 6/30/2021 | Stock Option | 17,916 | 2,084 | 20.62 | 6/30/2031 | 3,000 | — | Standard 4-year vest; RSUs vest annually over 4 years |
| 2/1/2022 | Stock Option | 16,347 | 6,732 | 9.46 | 2/1/2032 | — | — | Standard 4-year vesting |
| 3/1/2022 | RSUs | — | — | — | — | 5,835 | — | RSUs vest annually over 4 years |
| 4/1/2022 | PSUs | — | — | — | — | — | 22,580 (target at 12/31/2024) | PSUs tied to stock price appreciation and revenue; performance period through 3/31/2025; none earned and forfeited in 2025 |
| 3/15/2023 | Stock Option | 25,621 | 32,943 | 5.07 | 3/15/2033 | 21,650 | — | Standard 4-year vesting |
| 3/15/2024 | Stock Option | — | 71,635 | 5.38 | 3/15/2034 | 28,816 | — | 20,000 options: 25% vest on 3/15/2025; remaining vest on 3/15/2026; remainder follow standard monthly vest thereafter |
Market values in the proxy are calculated at $7.06/share at 12/31/2024 for RSUs and equity awards .
Initial Section 16 Onboarding Grants (for context):
- Form 3 reported 12,000 RSUs vesting May 15 annually 2022–2025; 20,000 options at $20.62, 25% vest 5/3/2022 then monthly thereafter .
Employment Terms
| Provision | Economics/Terms |
|---|---|
| Severance (no cause termination at any time) | Lump sum: 12 months base salary + prorated target bonus (for elapsed portion of year); 12 months health benefits; accelerated vesting of equity scheduled to vest in 12 months post-termination |
| Change-in-Control (resign for good reason within 12 months after CIC) | Same cash severance as above; 12 months health benefits; accelerated vesting of next 12 months of equity (no single-trigger cash; requires termination/resignation for good reason) |
| Definitions | Cause, Good Reason, Change in Control defined (including 50%+ voting power change, board turnover, sale/merger) |
| Clawback | Recovery of erroneously awarded incentive-based compensation upon restatement (implemented October 2023) |
| Hedging/Pledging | Prohibited (including derivatives, exchange funds, margin accounts) |
Performance & Track Record
| Year | Revenue ($M) | Adjusted EBITDA ($M) | Net Income (Loss) ($) | TSR Value of $100 |
|---|---|---|---|---|
| 2023 | — | — | (12,428,000) | 32 |
| 2024 | 60.6 | -0.8 | (8,688,000) | 64 |
Notes:
- 2024 financial targets for bonuses were not achieved on Revenue/Adjusted EBITDA; three KSOs met (out of five) yielded 15% total bonus payout .
Compensation Structure Analysis
- Mix: 2024 total compensation of $758,996 comprised base salary ($325k), equity (RSUs $182,737; options $214,905) and modest cash-equivalent bonus ($29,250 via fully vested RSUs), indicating high at-risk, equity-heavy mix aligned with performance .
- Equity instruments: Balanced options and RSUs (50/50 for annual awards), with multi-year vesting and forfeited PSUs in 2025 (performance missed), showing discipline against underperformance payouts .
- Ownership alignment: Beneficial ownership of 142,592 shares (1.2%); policy bans pledging/hedging; clawback adds downside for restatements .
- Selling pressure: 10b5-1 discretionary sale plan up to 16,000 shares through 2027 and sell-to-cover plan for tax obligations could create periodic supply, though structured under Rule 10b5-1 .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (NEO Compensation) | 2,685,084 | 2,476,510 | 11,609 | 4,943,825 |
Compensation committee uses independent advisor (Compensia), market-competitive peers, and targets cash pay between 40th–65th percentile and equity between 45th–75th percentile of peers .
Investment Implications
- Alignment: High equity-based compensation with multi-year vesting, forfeiture of PSUs upon underperformance, clawback policy, and no pledging/hedging support strong shareholder alignment; ownership at ~1.2% enhances skin-in-the-game .
- Retention risk: Severance provides 12 months salary plus prorated bonus and 12 months benefits with 12-month equity acceleration; not overly rich but sufficient for continuity. No single-trigger cash in CIC scenarios reduces windfall risk .
- Trading signals: A Rule 10b5-1 plan to sell up to 16,000 shares through 2027 and ongoing sell-to-cover arrangements may introduce intermittent selling pressure; monitor Form 4 executions against vesting calendars and price levels .
- Execution risk: Missed 2024 revenue and EBITDA targets and PSU forfeitures signal challenge in translating product milestones into financial outcomes; however, TSR improved year over year and KSOs were partially achieved, suggesting incremental progress that remains to be reflected in core financials .