Michael Elbaz
About Michael Elbaz
Airgain’s Chief Financial Officer since October 2022, age 60, with a BS (Cal State University, Chico) and MBA (San Diego State University). Under his tenure, Airgain’s 2024 sales grew 8% year over year, but financial performance missed bonus financial thresholds and GAAP net loss was $8.688 million; company TSR (fixed $100 index) improved from $32 in 2023 to $64 in 2024, indicating partial recovery in shareholder returns despite losses . Executive bonuses for 2024 paid at 15% of target and solely due to key strategic objective attainment were delivered in fully vested RSUs in March 2025, reflecting pay-for-performance mechanics amid revenue and adjusted EBITDA shortfalls .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cohu, Inc. (public semiconductor equipment) | Vice President of Finance | Oct 2019–Oct 2022 | Finance leadership at a public semiconductor equipment company |
| AMN Healthcare Services, Inc. (public healthcare solutions) | Vice President of Finance | Feb 2012–Oct 2019 | Finance leadership at a public healthcare solutions company |
| Conexant Systems, Inc. (public semiconductor) | VP Finance & Chief Accounting Officer | Feb 2009–Jun 2011 | Public semiconductor finance and accounting leadership |
| NextWave Wireless; Conexant Systems (earlier roles) | Various finance leadership positions | Pre-2009 | Progressively senior finance roles in wireless/semiconductor |
External Roles
No current external directorships or other external roles for Mr. Elbaz are disclosed in the 2025 proxy .
Fixed Compensation
| Year | Base salary ($) |
|---|---|
| 2023 | 293,344 |
| 2024 | 315,000 |
- 2024 base salary unchanged from 2023 for the CFO per committee review; target bonuses unchanged from 2023 levels .
Performance Compensation
Annual Bonus Design (2024)
| Metric | Weighting | Threshold (70% payout) | Target (100% payout) | Max (125% payout) | Actual | Payout vs target |
|---|---|---|---|---|---|---|
| Revenue | 60% | >$62.5m | >$72.5m | >$80.0m | $60.6m | 0.0% |
| Adjusted EBITDA | 20% | $0.5m | >$1.25m | >$2.5m | -$0.8m | 0.0% |
| Key Strategic Objectives (5 KSOs) | 20% | 1=25%; 2=50% | 4=100% | 5=125% | 3 objectives met | 75% of KSO portion |
| CFO bonus specifics (2024) | Value |
|---|---|
| Target bonus (% of salary) | 60% |
| Actual bonus payout | 15% of target; $28,350, paid as fully vested RSUs on Mar 15, 2025 |
- 2024 bonuses paid solely on KSO achievement; revenue and adjusted EBITDA components paid 0% .
Equity Awards and Mix
| Year | Stock awards ($ grant-date FV) | Option awards ($ grant-date FV) | Notes |
|---|---|---|---|
| 2023 | 85,850 | 85,885 | Annual grants |
| 2024 | 188,085 | 161,100 | Annual grants targeted ~50/50 options/RSUs mix |
- Special recognition in Mar 2024: 4,992 fully vested RSUs to Elbaz (for 2023 voluntary salary reduction and profitability efforts) .
Outstanding and Performance Awards (as of 12/31/2024)
| Grant type | Grant date | Status/amount | Exercise price | Expiry | Vesting terms (as disclosed) |
|---|---|---|---|---|---|
| Options | 10/17/2022 | 47,113 exercisable; 39,865 unexercisable | $7.11 | 10/17/2032 | 4-year schedule; 25% at 1-year then monthly over 36 months |
| RSUs | 10/17/2022 | 23,486 unvested | — | — | 4 equal annual installments |
| PSUs | 10/17/2022 | 17,448 target (unearned at 12/31/24) | — | — | Vest on stock-price and revenue goals through 3/31/2025; none earned and forfeited in 2025 |
| Options | 3/15/2023 | 15,030 exercisable; 19,324 unexercisable | $5.07 | 3/15/2033 | 4-year schedule; 25% at 1-year then monthly over 36 months |
| RSUs | 3/15/2023 | 12,699 unvested | — | — | 4 equal annual installments |
| Options | 3/15/2024 | 53,700 unexercisable | $5.38 | 3/15/2034 | 4-year schedule; 25% at 1-year then monthly over 36 months |
| RSUs | 3/15/2024 | 29,968 unvested | — | — | 4 equal annual installments |
- General plan terms: Options typically 10-year term; options vest 25% at year one then monthly; RSUs vest annually over four years .
Equity Ownership & Alignment
| As of April 14, 2025 | Shares | % Outstanding |
|---|---|---|
| Total beneficial ownership – Michael Elbaz | 137,826 | 1.2% |
Notes:
- Includes 90,443 shares Mr. Elbaz has the right to acquire within 60 days via stock options .
- Insider Trading Policy prohibits pledging, hedging, short sales, margin accounts, and derivatives in company stock, reducing misalignment risk from collateralized shares .
- Director stock ownership guidelines exist (3x annual retainer), but no officer stock ownership guidelines are disclosed in the proxy .
Employment Terms
| Scenario | Cash severance | Bonus treatment | Health benefits | Equity acceleration |
|---|---|---|---|---|
| Termination without cause / resignation for good reason (non‑CIC) | Lump sum = 12 months base salary + pro‑rated target bonus for YTD | Pro‑rated target bonus for partial year | 12 months COBRA at company expense | Per plan/contract; no general full acceleration stated for non‑CIC |
| Termination without cause or for good reason within 12 months following a Change in Control (double trigger) | Lump sum = 12 months base salary + target bonus | Target bonus for year of termination | 18 months COBRA at company expense | Full vesting of all outstanding equity awards other than PSUs; PSUs vest based on performance achieved at CIC |
| Death or permanent disability | Earned but unpaid salary + pro‑rated “earned” bonus | Pro‑rated “earned” bonus | — | — |
- “Cause,” “Good Reason,” and “Change in Control” are defined with customary terms, cure periods, and thresholds .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp $702,047 with a sizable equity component ($349,185 combined stock and option grant-date fair values), consistent with emphasis on at-risk pay and multi-year vesting .
- Performance linkage: 2024 bonuses tied 80% to revenue and adjusted EBITDA produced 0% payout on financial metrics; only KSOs paid, for an aggregate 15% of target paid in RSUs, demonstrating discipline against shortfalls .
- PSU outcomes: The 2022 PSU grant (stock price and revenue hurdles) paid 0% and was forfeited in 2025, reinforcing strict performance gates for long-term incentives .
- Clawback: Implemented Oct 2023 for recovery of erroneously awarded incentive compensation following restatements .
- No hedging/pledging and no tax gross‑ups; no single‑trigger CIC cash severance, indicating generally shareholder-friendly design .
Risk Indicators & Red Flags
- Financial underperformance vs plan: 2024 revenue $60.6m missed threshold and adjusted EBITDA was negative (-$0.8m), driving minimal bonus payout (15% of target); this can heighten retention risk absent equity value accretion .
- Net losses persisted in 2024 (-$8.688m), though TSR index improved to $64 vs $32 in 2023; PSUs forfeited, signaling challenging performance versus multi-year goals .
- Pledging/hedging prohibited, mitigating alignment risks; no related-party transactions involving Mr. Elbaz are disclosed .
Equity Supply and Vesting Overhang (Potential Selling Pressure)
- Unvested RSUs as of 12/31/2024: 23,486 (2022), 12,699 (2023), 29,968 (2024); these typically vest annually on grant anniversaries, potentially creating periodic supply .
- Unexercisable options as of 12/31/2024: 39,865 (2022), 19,324 (2023), 53,700 (2024), with standard 4-year vesting (25% at first anniversary then monthly), adding ongoing option vest supply; exercise price tranches at $7.11, $5.07, and $5.38, respectively .
Equity Ownership Details (Grant-Level Snapshot)
| Category | Grant date | Shares/units | Exercise price | Expiration/vesting |
|---|---|---|---|---|
| Options (exercisable) | 10/17/2022 | 47,113 | $7.11 | Expires 10/17/2032 |
| Options (unexercisable) | 10/17/2022 | 39,865 | $7.11 | Expires 10/17/2032; vests per plan |
| RSUs (unvested) | 10/17/2022 | 23,486 | — | 4 annual installments |
| PSUs (target; unearned) | 10/17/2022 | 17,448 | — | Forfeited in 2025; stock-price and revenue hurdles through 3/31/2025 |
| Options (exercisable) | 3/15/2023 | 15,030 | $5.07 | Expires 3/15/2033 |
| Options (unexercisable) | 3/15/2023 | 19,324 | $5.07 | Expires 3/15/2033; vests per plan |
| RSUs (unvested) | 3/15/2023 | 12,699 | — | 4 annual installments |
| Options (unexercisable) | 3/15/2024 | 53,700 | $5.38 | Expires 3/15/2034; vests per plan |
| RSUs (unvested) | 3/15/2024 | 29,968 | — | 4 annual installments |
| RSUs (fully vested, recognition) | 3/2024 | 4,992 | — | Fully vested at grant |
Employment Terms
See Employment Terms table above for detailed severance, CIC, and definitions of cause/good reason/CIC .
Investment Implications
- Alignment: Bonus design zeroed financial payouts in 2024 and PSUs were forfeited, signaling strong pay-for-performance alignment; clawback and anti-hedging/pledging policies further align executive and shareholder interests .
- Retention risk vs overhang: Material unvested RSUs and unexercisable options create retention hooks but also introduce periodic share supply on vest; monitoring Form 4s around vest dates is prudent for gauging potential selling pressure .
- Change-of-control economics: Double-trigger CIC with full equity acceleration (except PSUs) and 12 months salary plus target bonus is moderate; no single-trigger cash severance reduces windfalls and potential deal misalignment .
- Performance watchpoints: Despite 8% revenue growth in 2024, negative adjusted EBITDA and net losses persisted; the improving TSR index suggests some recovery expectations, but sustained operating improvement is needed to drive incentive realizations and reduce compensation-related dilution risk .
Citations: