William Wentworth
About William Wentworth
William Wentworth, age 59, is President, Chief Executive Officer and Director of Data I/O; he was elected to the Board on May 18, 2023, became President on September 1, 2024 and CEO on October 1, 2024 . He holds an associate’s degree in Electronics from ATI Technical Institute, is a co-founder/operator with exits in the semiconductor programming services space, and has senior leadership experience at Avnet and across cloud/data consulting, with recognition including New Hampshire Entrepreneur of the Year (2001) and multiple E&Y Entrepreneur of the Year finalist awards . Company pay-versus-performance disclosures show total shareholder return (TSR) values of $60.80 in 2024 vs. $64.06 in 2023 and $84.26 in 2022, with GAAP net income of ($3,093k) in 2024, $486k in 2023, and ($1,120k) in 2022, indicating weaker shareholder returns during a transition year and losses under adverse end-market dynamics . Under Wentworth’s leadership in 2025, management emphasized bookings growth, product roadmap refresh of the LumenX platform, and end-market diversification, while sequential gross margin improvements in 2Q–3Q were offset by one-time cybersecurity/transition costs and elevated operating investments .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Source Electronics Corporation | Co-founder; led majority exit with H.I.G. Capital | Founded 1988; majority exit 2001 | Navigated 2001 tech recession; executed successful exit in 2008 to Avnet Inc. |
| Avnet Logistics Services | SVP & GM | 2008–2012 | Led logistics/services operations at scale in electronic components distribution |
| Avnet Technology Solutions | SVP & Global Leader of Services | Jan 2013–mid 2015 | Drove global services portfolio and execution |
| Wentworth Advisors, LLC | Principal Managing Partner/Consultant | ~2018–2024 (prior six years before DAIO) | Go-to-market launches in cloud/data; advised PE/family offices on tech acquisitions |
| Blankfactor | Managing Director | Prior to DAIO tenure | End-to-end digital services leadership |
| Planar Semiconductor | Part-time Chief Strategy Officer | Since Feb 2022 | Strategy leadership in semiconductor; adjacencies to DAIO’s end markets |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Excellarate (Frontenac) | Board Member | Jan 2020–Feb 2023 | Oversight of software/technology growth initiatives |
| Synerzip/Prime Technology Group | Board Member | Jan 2020–Feb 2023 | Led business/investment rationale during combination |
Board Governance
- Independence and dual-role implications: Wentworth was an independent director until September 1, 2024; upon becoming President/CEO he is non-independent, with an independent Chair (Sally Washlow), mitigating CEO/Chair concentration concerns .
- Committee history and roles: In 2024 he was a member of Audit and Compensation Committees and chaired Corporate Governance and Nominating until September 1, 2024; post-appointment committees remained fully independent .
- Attendance: Incumbent directors who served during 2024 attended over 89% of aggregate Board meetings; Board met 22 times in 2024 .
| Committee (2024–proxy date) | Wentworth Role | Notes |
|---|---|---|
| Audit | Member until Sept 1, 2024 | Committee remained independent; at least two “financial experts” |
| Compensation | Member until Sept 1, 2024 | Committee remained independent; met four times in 2024 |
| Corporate Governance & Nominating | Chair until Sept 1, 2024 | CGNC met seven times in 2024 |
Fixed Compensation
| Year | Base Salary ($) | Target MICP ($) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 115,667 | 208,200 target; prorated target actually worked: 69,400 | 0 (no MICP payout due to EBITDA loss) | CEO appointment Oct 1, 2024; options granted at start Sept 3, 2024 |
| 2023 | 0 (not an executive) | N/A | 0 | Director-only compensation in 2023 |
Director compensation (2024):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 29,250 |
| Stock Awards (14,100 RSUs @ $2.93 grant-date FV) | 41,313 |
| All Other Compensation (special project) | 75,000 |
| Total | 145,563 |
Performance Compensation
Cash incentive (MICP):
| Year | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2024 | EBITDA | 100% | Threshold $600k; Target $1,400k; 200% $3,800k | EBITDA loss | 0% of target (below threshold) |
| 2023 | Operating Income as % of Revenue | 100% | 0%/3%/6%/9%/12% payout bands | Company result interpolated to 27% payout | 27% of target (company-wide) |
Long-term equity:
| Award Type | Grant specifics | Performance Metrics | Vesting | Award Value/Units |
|---|---|---|---|---|
| Options (CEO new-hire) | Strike $2.3923; Exp. 9/3/2030 | N/A | 6.25% quarterly over 4 years; 6-year term policy | 12,500 exercisable; 187,500 unexercisable as of FYE; option FV $233,930 (2024) |
| RSUs (Director grant as of May 16, 2024) | 14,100 shares @ $2.93 grant-date FV | N/A | Vest in one year or next Annual Meeting (May 15, 2025), if earlier | Unvested MV $39,057 at FYE |
| PSUs (Company exec program) | 2024 awards to execs 50% RSUs/50% PSUs | 50% Revenue (3-year to 12/31/2026); 50% EBITDA (3-year to 12/31/2026); 50%/100%/150% threshold/target/max | Vest at end of performance period | No PSUs listed for Wentworth at FYE 2024 |
Clawback: Board adopted Incentive Compensation Recovery Policy on Oct 25, 2023, compliant with Exchange Act Section 10D and Nasdaq listing standards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (common) | 49,500 shares; <1% of outstanding |
| Shares Outstanding (Record Date) | 9,239,731 |
| Options | 12,500 exercisable; 187,500 unexercisable; strike $2.3923; exp. 9/3/2030 |
| Unvested RSUs | 14,100 shares; market value $39,057 at FYE |
| PSUs (unvested) | 0 listed for Wentworth at FYE |
| Ownership Guidelines (CEO) | Required ≥2x base pay; 5 years to comply; not yet met due to recent appointment |
| Hedging/Pledging | Hedging prohibited by Securities Trading Policy; no pledging disclosures |
Employment Terms
| Provision | Terms |
|---|---|
| Employment transition | President from Sept 1, 2024; CEO from Oct 1, 2024 |
| Severance (non-CIC) | One year of base salary (Wentworth) |
| Change-in-Control (CIC) | Awards accelerate per plan: (a) if not assumed, full acceleration; (b) if assumed, 25% acceleration of unvested portion; (c) full acceleration if involuntary termination within 1 year post-CIC (double-trigger) |
| CIC Cash & Vesting (as of 3/18/2025) | Termination without cause (no CIC): $347,000; Termination w/ CIC: $367,000 + $189,100 vesting; CIC without termination: $0 cash + $189,100 vesting |
| 401(k) continuation (CIC) | Continuation and vesting of company match through termination date post-CIC; $20,000 outplacement allowance |
| Clawback | Incentive compensation recovery policy adopted Oct 25, 2023 |
Performance & Track Record
- Strategic execution: Instituted Unified Programming Platform strategy; refreshed manual programmers (LumenX-M8, FlashCORE III-M4) and secured major orders including 10 PSV systems for UFS 4.0 support from a leading China EV supplier in 2Q 2025 .
- Bookings and margin: 2Q 2025 bookings $5.8m vs $4.6m in 1Q; 3Q bookings up 7% YoY; gross margin improved sequentially to 49.8% in 2Q and 50.7% in 3Q 2025 on product mix .
- Investment/one-time items: Elevated opex due to platform/IT investments, leadership transitions, and cybersecurity remediation (approx. $480k in 2Q; $585k in 3Q) .
- Cybersecurity incident: Ransomware event on Aug 16, 2025; prompt containment, full remediation completed with minimal cost impact cited in management comments; expected IT spend reductions offsetting costs .
Compensation Structure Analysis
- Cash vs equity mix: 2024 CEO compensation emphasized options ($233,930 FV) with modest base salary ($115,667) and no cash bonus due to EBITDA loss; director RSUs continued separately .
- Shift to PSUs: Company increased PSU weighting in 2024 executive grants to 50% (vs ~20% in 2023), adding EBITDA targets alongside revenue growth to strengthen pay-for-performance over three-year periods .
- Performance metric changes: MICP moved from operating income % (2023) to EBITDA (2024–2025), arguably aligning incentives with cash generation and margin quality; payout zero in 2024 given EBITDA loss .
- Clawback adoption: Formal clawback policy (Oct 25, 2023) is a governance enhancement for incentive risk control .
Say-on-Pay & Shareholder Feedback
| Meeting Date | Say-on-Pay Approval | Notes |
|---|---|---|
| May 15, 2025 | 92.61% For; 6.60% Against; 0.79% Abstain | Annual vote frequency affirmed previously |
| May 16, 2024 | 85.5% For; 14.3% Against | Annual frequency supported by 86.9% |
Risk Indicators & Red Flags
- Legal proceedings: None material; no bankruptcy/criminal/securities law issues in past ten years for directors/officers .
- Cybersecurity: Material incident disclosed Aug 21, 2025; remediation completed; ongoing monitoring and cost risk acknowledged .
- Related party transactions: None significant/material in 2023–2024 .
- Hedging: Prohibited by policy; ownership/holding requirements in place for CEO and directors .
- Voting outcomes: Strong auditor ratification (94.15% For) and Say-on-Pay support (92.61% For) in 2025 .
Equity Ownership & Alignment (Detail)
| Component | Amount / Status |
|---|---|
| Beneficial ownership (Wentworth) | 49,500 shares; includes options exercisable within 60 days; <1% ownership |
| Director RSU grant (May 16, 2024) | 14,100 RSUs; vest one year or at next Annual Meeting (May 15, 2025) |
| CEO options (Sept 3, 2024 grant) | 12,500 exercisable; 187,500 unexercisable; strike $2.3923; exp. 9/3/2030 |
| Unvested RSUs MV at FYE | $39,057 |
| CEO ownership guideline | ≥2x base salary; 5 years to meet; not yet met due to recent appointment |
Employment Contracts, Severance & CIC Economics
| Item | Numeric Terms / Triggers |
|---|---|
| Severance (non-CIC) | $347,000 cash for termination without cause |
| CIC w/ termination | $367,000 cash + $189,100 accelerated vesting value |
| CIC w/o termination | $0 cash + $189,100 accelerated vesting value |
| 401(k)/Outplacement | Continuation/vesting of company match through termination date; $20,000 outplacement |
| Award treatment at CIC | Not assumed: full acceleration; Assumed: 25% acceleration; Double-trigger (involuntary termination within 1 year): full acceleration |
Investment Implications
- Alignment and incentives: The CEO’s package is equity-heavy with substantial options and RSUs, and 3-year PSU frameworks at the company level emphasize multi-year revenue/EBITDA outcomes; clawback and ownership guidelines add alignment and risk discipline .
- Near-term selling pressure: 2024 director RSUs vested around May 2025 and quarterly vesting of CEO options may add periodic supply; however, hedging is prohibited and CEO must retain shares until guideline met, which moderates sell pressure .
- Retention and CIC: One-year severance and double-trigger CIC acceleration reduce transition risk and align incentives through strategic alternatives; cash/CIC values are modest relative to small-cap scale, limiting parachute overhang .
- Execution risk: Bookings momentum and margin mix improvements are positive, but automotive end-market cyclicality, trade/tariff dynamics, and 2025 cybersecurity remediation costs kept GAAP results negative; continued product roadmap and diversification will be key to value creation under PSU metrics and investor expectations .