Jacob Suen
About Jacob Suen
Jacob Suen (age 51) is President & CEO of Airgain and a director since August 2019; he became President in January 2019 and joined Airgain in 2006 as VP of Asia Pacific Sales. He previously held roles at Paradyne (Director of Business Development), GVN Technologies (development engineer), and Motorola (software development engineer). He holds an MBA from University of Colorado, an MS in Management from University of South Florida, and a BS in Computer & Electrical Engineering from University of Florida . Under his tenure, the company reported 2024 sales up 8% year over year but missed revenue and adjusted EBITDA bonus thresholds (revenue $60.6m; adjusted EBITDA -$0.8m), resulting in only the strategic objectives portion of bonuses paying out at 15% of target and paid in fully vested RSUs on March 15, 2025 . Pay-versus-performance disclosures show cumulative TSR value of an initial $100 investment at $64 in 2024, $32 in 2023, and $59 in 2022, with net losses each year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Airgain | VP, Asia Pacific Sales | 2006–2017 | Built APAC sales footprint; foundation for global sales leadership |
| Airgain | SVP, Worldwide Sales | 2017–2019 | Led global sales prior to elevation to President |
| Paradyne Corporation | Director, Business Development | 1998–2005 | Growth initiatives in communications hardware/software |
| GVN Technologies | Development Engineer | 1998 | Product development in communications technology |
| Motorola, Inc. | Software Development Engineer | 1997–1998 | Embedded/software development experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Colorado | MBA | n/a | Business education supports executive management |
| University of South Florida | MS, Management | n/a | Advanced management training |
| University of Florida | BS, Computer & Electrical Engineering | n/a | Technical foundation in ECE |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $450,000 | Up 8.4% vs 2023 following market review |
| Target Bonus % of Salary | 100% | CEO target under 2024 plan |
| Annual Bonus Paid (for 2024 performance) | $67,500 | 15% of target; delivered as fully vested RSUs on March 15, 2025 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Delivery |
|---|---|---|---|---|---|
| Corporate Revenue | 60% | >$72.5 million | $60.6 million | 0% of financial component | No payout on financial metrics |
| Adjusted EBITDA | 20% | >$1.25 million | -$0.8 million | 0% of financial component | No payout on financial metrics |
| Key Strategic Objectives (5 KSOs) | 20% | 0–125% scale based on # met | 3 of 5 achieved | 75% of KSO portion | Aggregate payout resulted in 15% of total annual bonus, paid as fully vested RSUs on March 15, 2025 |
| Clawback | n/a | n/a | n/a | n/a | Clawback implemented Oct 2023 for erroneously awarded incentive comp upon restatement |
Additional equity design:
- 2024 annual equity delivered 50% options / 50% RSUs; standard 4-year vesting schedules; options 10-year term; accelerated vesting upon certain change-in-control terminations per employment agreements (PSUs vest based on performance achieved at change-in-control) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 788,585 shares; 6.3% of outstanding as of April 14, 2025 |
| Options Acquirable within 60 days | 646,134 shares via options exercisable/acquirable within 60 days |
| RSUs Outstanding (select grants) | 10,125 (1/28/2021 grant); 13,072 (3/1/2022); 31,350 (3/15/2023); 69,158 (3/15/2024) unvested at 12/31/2024 |
| PSUs | 29,032 target PSUs (4/1/2022) forfeited in 2025 after performance test |
| Hedging/Pledging | Prohibited for officers and directors; also short sales and margining prohibited per Insider Trading Policy |
| Director Ownership Guidelines | Board members must hold ≥3× annual retainer; Suen receives no director pay as CEO |
Recent insider transactions (trading signal and selling pressure):
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| 2025-03-17 | Option exercise | 6,982 | $2.00 | Exercised expiring 2015 options; fully vested |
| 2025-03-17 | Sale | 6,982 | $4.1647 (VWAP range $4.04–$4.385) | Same-day sale; Form 4 shows 305,546 shares post-transaction including RSUs |
| 2025-07-18 | Sale (10b5-1) | 2,000 | ~$5.00 | Under Rule 10b5-1 plan adopted 2025-03-12; 311,698 shares reported thereafter |
Employment Terms
| Provision | Terms |
|---|---|
| Contract Type | At-will; indefinite term; sets base and target bonus; benefits per employee programs |
| Severance (non-CIC) | If terminated without cause or resign for good reason: lump sum equal to 12 months base salary + prorated target bonus; 12 months health continuation |
| Change-in-Control (double-trigger) | If termination without cause or good reason within 12 months post-CIC (or for awards granted after April 2020, within 60 days pre-CIC): lump sum 12 months base + target bonus; 18 months health; accelerated vesting of all outstanding awards other than PSUs (which vest based on performance met at CIC) |
| Death/Disability | Earned unpaid base + prorated “earned” bonus (if metrics achieved as of termination) |
| Definitions | Cause/Good Reason/Change-in-Control defined (material breach, reduction in duties/salary, relocation >25 miles, ownership 50%+ etc.) |
| Clawback | Implemented Oct 2023 for incentive comp after restatement |
Board Governance
- Board service: Class III director; nominee for election at 2025 meeting alongside Allgood and Munro .
- Independence and leadership: Suen is not independent; Board is led by independent Chair James K. Sims; independent directors hold regular executive sessions with feedback to Suen, mitigating CEO/director dual role .
- Committees: Audit (Chair Toscanini; members Munro, Gillman), Compensation (Chair Munro; members Sims, Chung), Nominating & Corporate Governance (Chair Gillman; member Allgood). Suen is not on committees .
- Attendance: Board met 6 times in 2024; each director attended at least 88% of Board and committee meetings during service .
Director Compensation (for context; Suen receives none)
- Non-employee director cash retainers: $32,000; Chair $58,500; committee chairs/members additional retainers (Audit chair $16,000; Compensation chair $10,600; Nominating chair $8,000; Audit member $8,000; Compensation member $5,300; Nominating member $4,000). Annual options ($30,000; Chair $45,000) + RSUs ($30,000; Chair $45,000) with standard vesting . Suen receives no additional compensation as director .
Company Performance (context for pay-for-performance)
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|
| Revenues ($) | $55,739,000* | $48,502,000* | $64,273,000* | $75,895,000* | $56,040,000* | $60,599,000* |
| EBITDA ($) | $1,528,000* | $(2,092,000)* | $(6,534,000)* | $(4,879,000)* | $(8,770,000)* | $(5,351,000)* |
| Net Income - (IS) ($) | $926,000* | $(3,279,000)* | $(10,087,000)* | $(8,659,000)* | $(12,428,000)* | $(8,688,000)* |
| Values retrieved from S&P Global.* |
TSR and net income (per proxy Pay-Versus-Performance):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR) | $59 | $32 | $64 |
| Net Income (Loss) ($) | $(8,659,000) | $(12,428,000) | $(8,688,000) |
Compensation Structure Analysis
- Increased fixed pay: CEO base salary raised 8.4% in 2024; target bonus unchanged .
- Strong at-risk component: 2024 annual equity split between options and RSUs (50/50) with multi-year vesting; PSUs previously granted were forfeited in 2025 due to unmet performance, evidencing pay-for-performance rigor .
- Bonus discipline: Financial metrics missed; only strategic objectives produced payout (15% of target), paid in vested RSUs—reduces cash outflow and aligns with shareholders .
- Governance features: Anti-hedging/pledging policy; clawback implemented in Oct 2023; no post-employment tax gross-ups; no single-trigger cash CIC; aligns with investor-friendly practices .
Risk Indicators & Red Flags
- PSUs forfeited in 2025 (performance miss) .
- Insider selling: Small sales in March and July 2025; March sale contemporaneous with option expiry exercise—selling pressure appears limited relative to overall beneficial stake; July sale executed under 10b5-1 plan .
- Section 16 compliance: Company reports all insiders complied for 2024 .
- Related party transactions: Policy in place; no material related party transactions disclosed for executives beyond compensation arrangements .
Say-on-Pay & Shareholder Feedback
- Advisory vote proposed annually; Board/Compensation Committee considers outcomes when making future decisions .
- Shareholder outreach: Conducted in 2H 2023 and early 2024 on board structure, leadership, compensation, governance, ESG; continues on regular cadence .
Expertise & Qualifications
- Technical and management credentials (ECE + management degrees), deep communications industry experience; long company tenure with product and sales expertise leveraged in executive role .
Investment Implications
- Alignment: Anti-hedging/pledging policy and clawback enhance alignment; large beneficial ownership (6.3%) and significant options exposure indicate meaningful skin-in-the-game, though vesting/event-driven accelerations in CIC scenarios could affect retention .
- Pay-for-performance rigor: Missed financial targets and PSU forfeiture underscore disciplined incentive design; equity mix balances performance leverage (options) and retention (RSUs) .
- Selling pressure: 2025 insider sales appear mechanistic around option expiry and under a 10b5-1 plan; not indicative of acute selling pressure, but monitor future Form 4s around annual grant and vesting cycles .
- Execution risk: Despite 2024 product highlights and strategic wins, missed revenue/EBITDA bonus thresholds and negative net income indicate ongoing execution challenges; TSR recovery in 2024 from 2023 lows is a positive but fragile signal .