Jack Lazar
About Jack Lazar
Independent director since December 2022 (Class III; term expires at the 2027 annual meeting). Age 59. Former CFO of GoPro and senior finance/corporate development executive across Atheros/Qualcomm; now an independent business consultant. Designated “audit committee financial expert,” chairs ALAB’s audit committee, and serves on the nominating & corporate governance committee. B.S. in Commerce (Accounting) from Santa Clara University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoPro, Inc. | Chief Financial Officer | Jan 2014 – Mar 2016 | Public-company CFO overseeing reporting, controls, capital markets |
| Qualcomm Incorporated | SVP Corporate Development; GM, Qualcomm Atheros | May 2011 – Jan 2013 | Led M&A/corporate development and operating P&L at Atheros post-acquisition |
| Atheros Communications, Inc. | SVP Corporate Development; CFO; Secretary | Sep 2003 – May 2011 | Built finance function through growth and sale to Qualcomm |
| Independent Business Consultant | Principal | Mar 2016 – Present | Advisory/board roles across technology sectors |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| ThredUp Inc. (NASDAQ: TDUP) | Director | Jun 2017 – May 2025 | Will step down May 2025 |
| Resideo Technologies, Inc. (NYSE: REZI) | Director | Sep 2018 – Present | Comfort/security solutions |
| Box, Inc. (NYSE: BOX) | Director | Mar 2020 – Present | Bethany Mayer (ALAB director) is Box board chair → interlock |
| GlobalFoundries, Inc. (NASDAQ: GFS) | Director | Jul 2021 – Present | Semiconductor foundry |
Board Governance
- Independence: Board determined Lazar is independent under SEC/Nasdaq rules; also designated as an “audit committee financial expert” .
- Committees: Audit (Chair); Nominating & Corporate Governance (Member). Audit committee members: Lazar (Chair), Bethany Mayer, Craig Barratt (Barratt replaced Manuel Alba as of Mar 2, 2025) .
- Meetings and attendance: Board met 5 times in 2024; audit committee met 5; compensation committee met 6; nominating & corporate governance met 3 (committee formed Mar 2024). Each director attended at least 75% of the aggregate of board and their committee meetings in 2024 .
- Leadership: Independent Chair (Manuel Alba) separates board leadership from CEO; regular executive sessions of independent directors .
Fixed Compensation
| Metric (FY 2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 70,467 |
| Stock Awards (Grant-date fair value) | — (no new 2024 director RSU grant recorded for Lazar) |
| Total | 70,467 |
Non-Employee Director Compensation Policy (prorated for partial years):
- Annual cash retainers: Board member $60,000; Non-executive chair additional $70,000; Audit chair $25,000 (members $12,500); Compensation chair $20,000 (members $10,000); Nominating & Governance chair $10,000 (members $5,000) .
- Equity: Initial RSU grant $330,000 fair value (vests in 3 annual installments); Annual RSU grant $200,000 fair value (vests in full by next annual meeting or one year). Full acceleration upon change-in-control .
Performance Compensation
| Equity Element | Grant Value | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Initial RSU (new directors) | $330,000 | 3 equal annual installments | Full acceleration on change-in-control |
| Annual RSU (continuing directors) | $200,000 | Vests by next AGM or 1 year | Full acceleration on change-in-control |
| Lazar 2024 RSU grant | None recorded | — | — |
Note: Non-employee director equity is time-based RSUs; no performance-conditioned metrics disclosed for directors .
Other Directorships & Interlocks
| External Board | Overlap/Interlock | Potential Implications |
|---|---|---|
| Box, Inc. (BOX) | Bethany Mayer (ALAB) is Box Chair; Lazar is Box Director | Information flow/network advantages; monitor for any related-party interactions (none disclosed) |
| GlobalFoundries (GFS) | Semiconductor foundry | Potential supplier ecosystem proximity; no ALAB related-party transactions disclosed with GFS |
| ThredUp (TDUP) | Stepping down May 2025 | Reduces external commitments |
| Resideo (REZI) | Home comfort/security | No competitive overlap disclosed with ALAB |
Expertise & Qualifications
- Financial expertise as public-company CFO and designated audit committee financial expert; deep knowledge of financial reporting, internal controls, and audit oversight .
- Corporate development/M&A leadership (Atheros/Qualcomm), relevant to strategic oversight and transaction evaluation .
- Semiconductor and connectivity industry experience across Atheros/Qualcomm; complements ALAB’s sector exposure .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 1, 2025) | 31,794 shares; less than 1% of outstanding (based on 164,720,004 shares) |
| Outstanding RSUs (Dec 31, 2024) | 104,688 RSUs |
| Pledged or hedged shares | Company policy prohibits pledging/hedging; no pledges disclosed for Lazar |
Governance Assessment
- Strengths: Independent director; Audit Chair and financial expert; satisfactory attendance; clear committee structure and charters; robust insider trading and no-pledge policy; compensation capped with standard cash/equity mix; no Lazar-specific related-party transactions disclosed .
- Alignment: Holds 31,794 shares and 104,688 outstanding RSUs; director equity is time-based RSUs, typical for governance alignment but not performance-conditioned .
- Workload: Multiple external public boards; ThredUp exit in May 2025 improves capacity; monitor aggregate time commitments across Resideo, Box, GlobalFoundries .
- Interlocks: Box board interlock with ALAB director Bethany Mayer (Box Chair). Not a related-party transaction, but notable for information flow; maintain oversight of any cross-board influences or potential conflicts in vendor/customer relationships (none disclosed) .
- RED FLAGS to monitor:
- Low direct ownership (<1%); continued reliance on time-based RSUs rather than performance equity (typical for directors, but less pay-for-performance signal) .
- Multiple concurrent board seats could affect bandwidth during intensive audit cycles; ensure sustained attendance/engagement (2024 attendance threshold met) .
- Any future related-party transactions involving companies where Lazar serves should go through audit committee review per policy; none disclosed for 2024–2025 .