Eric Singer

About Eric Singer

Eric Singer (age 51) is an independent director of A10 Networks (ATEN) since July 2019 and has served as Lead Independent Director since September 2021. He is currently CEO of Immersion Corporation and has held multiple public company directorships, bringing financial, operational, and technology-industry expertise; he holds a B.A. from Brandeis University .

Past Roles

External Roles

Board Governance

• Independence: Board determined Singer is independent under NYSE standards; 4 of 5 directors are independent .
• Roles: Lead Independent Director (presides over independent director sessions, liaison to Chair/CEO, investor communications) .
• Committees: Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee chair .
• Attendance and engagement: Board held 6 meetings and 7 written consents in FY2024; no director attended fewer than 75% of board and committee meetings; all directors attended the 2024 annual meeting .
• Committee activity levels: Audit (6 meetings; 2 consents); Compensation (4 meetings; 8 consents); Nominating (4 meetings; 1 consent) .
• Compensation committee governance: Uses independent consultant Pearl Meyer; reviewed market data via Radford-AON; no compensation committee interlocks; all members independent .

Fixed Compensation

Performance Compensation

• Director equity program: Initial grant $225,000 RSUs; annual grant $200,000 RSUs (prorated if not a full year); number of shares uses closing price on grant date .

Other Directorships & Interlocks

• Current public boards: IMMR (CEO/Exec Chair/Director), UEIC (Director), BNED (Director) .
• Interlocks: Compensation Committee interlocks—none; no ATEN executive served on another issuer’s comp committee or board in the past year .

Expertise & Qualifications

• Financial, operating, and technology industry experience from multiple public and private board roles; seasoned investor background via VIEX; B.A. Brandeis University .

Equity Ownership

• Hedging/pledging: Company policy prohibits hedging and pledging of company securities by directors and named executive officers .

Say‑on‑Pay & Shareholder Feedback

• 2025 say‑on‑pay approval was approximately 96.4% of votes cast, indicating continued investor support for executive pay structure, consistent with the ~97% approval in 2024 .

Governance Assessment

• Strengths:

  • Lead Independent Director role enhances independent oversight and investor engagement .
  • Chair of Nominating & Governance Committee; member of Audit and Compensation committees—central to governance, risk oversight, and pay alignment .
  • Independent status affirmed; attendance above thresholds; full director participation at annual meeting .
  • Anti‑hedging/pledging policy promotes alignment; no related party transactions disclosed for Singer .
  • Compensation committee uses independent consultant and peer benchmarking; no interlocks .

• Risks / RED FLAGS:

  • 2025 director election results show unusually high “withhold” votes for Eric Singer (For: 15,555,809; Withhold: 45,050,744), materially lower “For” support vs other nominees—signals investor concern about his role or commitments; under ATEN’s plurality voting, nominees are typically elected, but this outcome warrants monitoring and engagement .
  • Multiple external commitments (CEO/Exec Chair at IMMR plus director roles at UEIC and BNED) may raise overboarding/time‑commitment concerns for some investors, despite no formal violations disclosed .
  • Beneficial ownership is <1%; while RSU grants are standard, no director‑specific stock ownership guidelines were disclosed for alignment benchmarking .

Related Party & Conflicts

• Review found no related party transactions involving Singer; one stock repurchase involved Summit entities affiliated with director Peter Chung, with board disclosure that Chung had no material interest; Audit Committee oversees related party approvals .

Committee Activity Detail (Oversight Signals)

• Audit Committee: Risk oversight (financial reporting, controls, cybersecurity); six meetings; prepares audit report; Singer member .
• Compensation Committee: Oversees executive and director pay; four meetings; independent consultant retained; Singer member .
• Nominating & Governance Committee: Board composition and ESG oversight; Singer chair; conflict review authority; four meetings .

Director Compensation Mix (Alignment View)

• Implication: Cash/equity mix emphasizes equity exposure via annual RSUs; absence of performance‑conditioned equity for directors is typical, but investors may prefer minimum ownership guidelines to strengthen alignment (none disclosed) .

Voting Outcomes (Board Confidence Signals)

Overall: Singer’s governance roles are significant (Lead Independent Director; committee chair/member), but the exceptionally high withhold vote in 2025 is a clear investor confidence signal to watch. Continued transparent engagement on board composition, director commitments, and governance priorities would be prudent .