Sally A. Washlow
About Sally A. Washlow
Independent Board Chair of Data I/O (appointed to the Board on October 28, 2020; became Chair May 18, 2023). Age 53 with an MBA in Marketing from DePaul University and a BA in Supply Chain Management from Michigan State University. Career highlights include CEO of Cedar Electronics (led integration of Cobra and Escort), President at Cobra Electronics, and leadership roles in product, marketing, and supply chain at Motorola and LG/Zenith; currently Practice Lead at LHH’s International Center for Executive Options and principal at SW Consulting LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cedar Electronics Corporation | Chief Executive Officer | 2015–2017 | Led integration of Cobra and Escort businesses |
| Cobra Electronics Corporation | President; prior leadership roles | ~2002–2015 (13 years) | Operating leadership in consumer electronics |
| Motorola (Automotive/Telecom) | Product/Marketing/Supply Chain leadership | Not disclosed | Sector experience, supply chain expertise |
| LG/Zenith | Digital TV launch roles | Not disclosed | Technology commercialization |
| SW Consulting LLC | Principal (consulting) | Since 2017 | Strategy and executive advisory |
| LHH (International Center for Executive Options) | Practice Lead | Current | Coaching senior/C‑suite executives |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orion Energy Systems (NASDAQ: OESX) | Director | Current | Chairs Compensation Committee |
| Northbrook Bank & Trust (Wintrust, NASDAQ: WTFC) | Director | Current | Board member of a Wintrust Community Bank |
| Costar Technologies (OTC: CSTI) | Director; Chair | Until Aug 2023 | Board leadership until departure |
| Consumer Technology Association | Board of Industry Leaders; Audit Committee member | Prior | Industry governance experience |
Board Governance
- Independence: Classified as independent under SEC rules and NASDAQ standards; serves as independent Board Chair .
- Committee assignments and chair roles (current/2024):
- Corporate Governance & Nominating Committee (CGNC): Chair starting 9/1/2024 .
- Compensation Committee: Member .
- Audit Committee: Member starting 9/1/2024; also signatory on Audit Committee Report .
- Attendance and engagement:
- 2024 board meetings: 22; incumbent directors attended over 89% of meetings; she attended the 2024 Annual Meeting telephonically .
- Committee attendance 2024: Audit (4 meetings, 100% attendance), CGNC (7 meetings, 100% attendance), Compensation (4 meetings, 100% attendance) .
- Director election support (2025): For = 3,976,045; Withheld = 224,532; Broker non-votes = 2,862,388 — strong shareholder support .
Fixed Compensation
| Component | 2024 Policy | Actual 2024 (Washlow) |
|---|---|---|
| Quarterly cash retainer | $7,750 per quarter | $48,000 fees earned in cash |
| Chair of Board fee | $3,750 per quarter (prorated on changes) | Included within cash total as Chair |
| Committee chair fees | Audit Chair $2,500; Compensation Chair $2,000; CGNC Chair $2,000 per quarter (prorated) | CGNC Chair beginning 9/1/2024 (proration included in cash total) |
| Meeting fees | None disclosed | None |
Notes: Employee directors do not receive director pay; non‑employee directors are reimbursed for reasonable expenses .
Performance Compensation
| Equity Award | Grant Date | Shares | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSU (Annual Director Grant) | May 16, 2024 | 14,100 | $41,313 | One year or next Annual Meeting, if earlier | None (time-based) |
- No option awards outstanding for outside directors as of year-end 2024; director equity is time‑based RSUs, without performance conditions .
- Year-over-year mix: 2023 grant was 10,400 shares at $4.45 FV ($46,280), shifting to 14,100 shares at $2.93 FV ($41,313) in 2024; cash fees rose modestly (2023: $43,327; 2024: $48,000) .
Other Directorships & Interlocks
| Company | Industry Relationship to DAIO | Role/Committee | Conflict/Interlock Notes |
|---|---|---|---|
| Orion Energy Systems (OESX) | Unrelated sector (lighting/energy) | Director; Comp Chair | No related‑party transactions disclosed |
| Wintrust/Northbrook Bank & Trust (WTFC) | Banking | Director | No related‑party transactions disclosed |
| Costar Technologies (CSTI) | Video surveillance | Former Director/Chair | Departed Aug 2023; no related‑party transactions disclosed |
Data I/O’s Audit Committee reported no significant or material related-party transactions during 2023–2024 .
Expertise & Qualifications
- Operating CEO experience (Cedar Electronics); P&L leadership (Cobra Electronics) .
- Deep product, marketing, and supply chain expertise (Motorola; LG/Zenith) .
- Governance experience as Compensation Chair (OESX) and prior board leadership (CSTI) .
- Executive advisory practice (LHH; SW Consulting) supporting Fortune 10 to private companies .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Mar 18, 2025 | 52,351 | <1% | Individual director line item; less than 1% each |
| Mar 18, 2024 | 38,251 | <1% | Prior year beneficial ownership |
- Stock ownership guidelines: 3x annual director cash retainer; directors have five years from initial election/appointment to comply. As of the 2025 record date, Ms. Washlow had not yet met the guideline; required to retain shares until compliance is achieved .
- Hedging policy: Company prohibits hedging transactions under the Securities Trading Policy .
- Pledging: No pledging disclosures noted for directors; none reported for Ms. Washlow .
Governance Assessment
- Board effectiveness: Independent Board Chair with active committee leadership (CGNC Chair; member of Compensation and Audit) and strong committee attendance (100%), supporting robust oversight of CEO transition and governance processes .
- Independence and engagement: Confirmed independent; participated in annual meeting; consistent committee participation with Audit Committee report signatory — positive signals for investor confidence .
- Shareholder support: Strong “For” votes in 2025 director election; company’s 2025 Say‑on‑Pay approval at 92.61% suggests alignment of board/executive compensation structures with shareholder expectations .
- Compensation alignment for directors: Modest cash retainers and time‑based RSUs vesting in one year support alignment without encouraging short‑term risk; no option grants outstanding; no performance conditions on director equity — standard for small-cap governance .
RED FLAGS
- Ownership guideline shortfall: Ms. Washlow had not met the 3x retainer stock ownership guideline as of the 2025 record date; while retention requirements apply until compliance, the extended tenure since 2020 raises an alignment question to monitor (company notes “as a result of recent appointments” but still lists her as not yet compliant) .
- Related party and conflicts: None disclosed for 2023–2024; continue monitoring for interlocks as board composition evolves (e.g., new director linked to significant shareholder), though no conflicts noted for Ms. Washlow .
Additional Reference
- 2024 director compensation (comparison): Washlow — cash $43,327; stock $46,280; total $89,607 (grant 10,400 shares at $4.45 FV) .
- 2024 board diversity and independence framework; 2025 updates reaffirm independence and committee structure .