Edward J. Smith
About Edward J. Smith
Edward J. Smith, age 62, has served as an independent director of Data I/O since February 23, 2022; he is Executive Chairman of SMTC Corporation and previously served as SMTC’s President & CEO (2017–May 2024). Smith was President of Avnet Inc. for seven years (following senior roles since 1994) and CEO of SMTEK International Inc. (2002–2004), bringing 25+ years of EMS and electronic components distribution leadership to Data I/O’s board . He resigned from the board of Aqua Metals (NASDAQ: AQMS) on August 21, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SMTC Corporation | Executive Chairman | Current (post-May 2024) | Strategic leadership, EMS sector expertise |
| SMTC Corporation | President & CEO | 2017–May 2024 | Led EMS operations and strategy |
| Avnet Inc. | President (and senior roles since 1994) | 7 years as President | Distribution, operations leadership |
| SMTEK International Inc. | President & CEO | 2002–2004 | Tier II EMS manufacturer leadership |
External Roles
| Organization | Exchange/Ticker | Role | Dates | Status/Notes |
|---|---|---|---|---|
| Aqua Metals, Inc. | NASDAQ: AQMS | Director | Through Aug 21, 2024 | Resigned Aug 21, 2024 |
| SMTC Corporation | NASDAQ: SMTX (went private 2021) | Director | Prior to 2021 | Company went private in 2021 |
| We Will Never Forget (charitable foundation) | — | Founder/Operator | Ongoing | Philanthropy leadership |
| Various private and non-profit boards | — | Director | Various | Not individually listed |
Board Governance
- Independence: Smith is an independent director under SEC and NASDAQ standards .
- Board leadership: Chair is independent (Sally Washlow); CEO is William Wentworth .
- Special Committee: Smith served on the CEO search Special Committee (with Washlow and Brown) that recommended Wentworth as CEO; met three times with 100% attendance .
- Audit Committee report: Smith signed the Audit Committee’s 2024 report and oversaw auditor selection (Grant Thornton LLP) .
Committee Assignments (roles by year)
| Committee | FY 2023 | FY 2024 | FY 2025 (through proxy date) |
|---|---|---|---|
| Audit Committee | Chair until 5/18/2023; Member starting 5/18/2023 | Member | Member |
| Compensation Committee | Member until 5/18/2023; Chair starting 5/18/2023 | Chair | Chair |
| Corporate Governance & Nominating (CGNC) | Member | Member | Member |
Attendance
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 8 | 22 |
| Board attendance (incumbent directors) | 100% (during term) | Over 89% (during term) |
| Audit Committee meetings | 4 (100% committee attendance) | 4 (100% committee attendance) |
| Compensation Committee meetings | 5 (100% committee attendance) | 4 (100% committee attendance) |
| CGNC meetings | 13 (≥92% committee attendance) | 7 (100% committee attendance) |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 39,000 | Quarterly director cash retainer $7,750; chair fees per quarter: Board Chair $3,750; Audit Chair $2,500; Compensation Chair $2,000; CGNC Chair $2,000; prorated for changes . |
No director meeting fees disclosed; travel/out-of-pocket expenses reimbursed .
Performance Compensation (Director)
| Grant Date | Instrument | Shares | Fair Value per Share ($) | Total Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| May 16, 2024 | Restricted Stock (RSUs) | 14,100 | 2.93 | 41,313 | One year or next Annual Meeting, if earlier |
- Options: No outstanding option awards for outside directors at 12/31/2024 .
- Hedging prohibition: Company Securities Trading Policy prohibits hedging by directors .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Disclosure |
|---|---|---|
| Aqua Metals (AQMS) | None noted with Data I/O customers/suppliers | Resigned Aug 21, 2024; no material related-party transactions disclosed . |
| SMTC Corporation | EMS sector overlap; potential industry network benefits | Executive Chairman; no significant related-party transactions in 2023–2024 . |
Expertise & Qualifications
- 25+ years in EMS and electronic components distribution sectors; prior CEO/President roles at SMTC, SMTEK; President of Avnet for seven years .
- Board experience across public/private and non-profit organizations; founder of a charitable foundation .
- Board deems Smith qualified based on extensive CEO/industry expertise .
Equity Ownership
| Holder | As of Mar 18, 2024 | As of Mar 18, 2025 | % of Shares Outstanding |
|---|---|---|---|
| Edward J. Smith (beneficial ownership) | 23,715 | 37,815 | Each less than 1% |
- Director stock ownership guidelines: Non-employee directors must own ≥3x annual cash retainer within 5 years; as of record date, Brown met the requirement, while Washlow, Smith, and Larson (recent appointments) had not yet met it .
- Options: Group disclosure notes options held by certain directors/officers; no outside director options outstanding at 12/31/2024 .
Governance Assessment
- Committee leadership and independence: Smith chairs the Compensation Committee and serves on Audit and CGNC; all committees composed solely of independent directors, supporting robust oversight .
- Engagement: High committee attendance across Audit, Compensation, and CGNC; board attendance above NASDAQ expectations in 2024, indicating active engagement .
- Alignment: 2024 director pay mix combines cash ($39,000) and time-based equity ($41,313); equity aligns interests, though RSUs are not performance-conditioned for directors, which is typical for small-cap boards .
- Ownership guideline status: Smith has not yet met the 3x cash retainer ownership guideline (within allowed 5-year window), a watchpoint for alignment but not a violation .
- Conflicts/related parties: Audit Committee monitors conflicts; no significant or material related-party transactions in 2023–2024, reducing conflict risk .
- Investor signals: Strong advisory support—Say-on-Pay approval 92.61% (2025); auditor ratification 94.15% (2025), indicating broad shareholder confidence in governance/compensation practices . Prior proxy noted 90.9% vote considered in auditor change context .
RED FLAGS / Watchpoints
- Ownership guideline not yet met (within allowed timeframe) .
- Multiple external roles create potential time/attention risk, though no related-party transactions disclosed .
Overall: Smith’s deep EMS/distribution background and committee leadership strengthen board oversight. Attendance and independence are solid; absence of related-party transactions and hedging prohibition are positive. Monitoring ownership guideline compliance and any evolving external interlocks remains prudent for alignment and conflict management .