John Schlaefer
About John Schlaefer
John Schlaefer is President and Chief Executive Officer of GCT Semiconductor Holding, Inc. and serves as a Class III director; he has been CEO since December 2012 and previously served as COO from 2006 to 2012 . He is 61 years old and holds a B.S. and M.S. in Electrical Engineering from Stanford University and an MBA from the University of California at Berkeley . Under his tenure, the company operates with a separate Chair (Dr. Kyeongho Lee) and CEO structure, and Schlaefer is not classified as an independent director per NYSE standards . For operating context, FY2024 revenue was $9.13 million, with negative EBITDA and net income indicating a capital-constrained, investment phase; see table below .
Company performance context (USD):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $16.03m* | $9.13m |
| EBITDA | -$13.50m* | -$26.28m* |
| Net Income | -$22.47m* | -$12.38m* |
Values with an asterisk (*) were retrieved from S&P Global and may not have document citations.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GCT Semiconductor | Chief Executive Officer | 2012–present | Leads strategy and operations; also a director . |
| GCT Semiconductor | Chief Operating Officer | 2006–2012 | Operational leadership prior to CEO role . |
| National Semiconductor | Product Line Director | 2001–2006 | Led product line; earlier roles in marketing/business development (1994–2000) . |
| Watkins Johnson Company | Program Manager | 1987–1993 | Program management in earlier career phase . |
External Roles
No additional public company directorships or external executive roles are disclosed for Schlaefer beyond his GCT board service .
Fixed Compensation
Named Executive Officer compensation (USD):
| Year | Base Salary | Annual Bonus | Stock Awards | All Other Comp | Total |
|---|---|---|---|---|---|
| 2024 | $380,500 | $0 (no bonuses awarded) | $0 | $12,683 (401k match $10,703; life insurance $1,980) | $393,183 |
| 2023 | $373,333 | $0 (no bonuses awarded) | $78,873 (12,804 RSUs, 12/11/2023 grant) | $8,155 (401k match $6,750; life insurance $1,405) | $460,361 |
Notes:
- The company disclosed that NEOs were eligible for annual bonuses, but none were awarded in 2023 or 2024 .
Performance Compensation
Annual Incentive (Cash)
| Year | Target bonus % | Actual payout | Performance metrics | Notes |
|---|---|---|---|---|
| 2024 | Not disclosed for CEO | $0 | Not disclosed | Company disclosed no NEO bonuses in 2023–2024 . |
| 2023 | Not disclosed for CEO | $0 | Not disclosed | — |
Long-Term Equity – RSUs
| Grant Date | Type | Shares | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| 12/11/2023 | RSU | 12,804 | $78,873 | Vests in 4 equal annual installments from 12/11/2023 . |
Stock Options
| Grant Date | Options (exercisable) | Exercise Price | Expiration | Vesting terms (from grant) | Status at 12/31/2024 |
|---|---|---|---|---|---|
| 02/23/2015 | 35,669 | $0.11 | 02/23/2025 | 25% after 1 year; remaining monthly over 36 months | Exercisable |
| 03/14/2018 | 28,191 | $0.11 | 03/14/2028 | Same as above | Exercisable |
| 04/19/2019 | 21,533 | $0.11 | 04/19/2029 | Same as above | Exercisable |
| 06/08/2020 | 50,425 | $0.11 | 06/08/2030 | Same as above | Exercisable |
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership | % of Outstanding | Key components |
|---|---|---|---|
| July 25, 2025 | 217,719 shares | <1% (Company notes “*” less than 1%) | Includes 100,149 options exercisable within 60 days . |
Additional alignment and policy factors:
- Clawback policy adopted; applies to incentive-based compensation upon material restatement (Exchange Act) .
- Insider Trading Policy prohibits hedging transactions and short sales; pledging or margin accounts require pre-clearance .
- Lock-up agreements tied to the March 26, 2024 Closing applied to insiders (duration and $12 threshold exceptions) .
Unvested equity snapshot at 12/31/2024 (CEO):
- RSUs: 9,603 unvested units (market value $22,375 at $2.33 on 12/31/2024) .
- Options: all listed awards shown as exercisable in the outstanding table .
Employment Terms
Executive retention/severance plan for NEOs (including CEO):
- Termination without cause or resignation for good reason (outside 12 months post-Change in Control): 6 months base salary continuation, 6 months healthcare continuation, and 50% acceleration of unvested equity .
- Qualifying termination within 12 months post-Change in Control: 12 months base salary continuation, 12 months healthcare continuation, and full acceleration of outstanding equity .
- 280G cutback applies to maximize after-tax benefits (no tax gross-ups disclosed) .
- Awards under the 2011 and 2024 equity plans accelerate at Change in Control if not assumed/substituted/continued .
- No separate CEO employment agreement is disclosed; CFO terms shown for reference indicate at-will employment and separate target bonus, but no CEO-specific contract terms are provided .
Board Service, Governance, and Dual-Role Implications
- Board service: Class III director; term expires at the 2027 annual meeting .
- Independence: Schlaefer is not independent due to his CEO role; 6 of 7 directors are independent per NYSE standards .
- Leadership structure: Chair and CEO roles are separated; Chair is Dr. Kyeongho Lee .
- Committee roles: CEO is not listed on the Audit, Compensation, or Nominating and Corporate Governance Committees; these are comprised of independent directors .
- Attendance: In 2024 each director attended at least 75% of Board and applicable committee meetings .
- Compensation Committee: Chaired by Dr. Lee; uses Meridian Compensation Partners as independent consultant (conflict-of-interest assessment completed) .
- Non-employee director compensation (context): annual cash retainers plus RSUs; inside directors like Schlaefer are not in this program .
Performance & Track Record
- Tenure and background: CEO since December 2012; prior COO and earlier leadership roles at National Semiconductor and Watkins Johnson .
- Operating context: The company has utilized an equity line of credit (ELOC) with B. Riley, raising $9.7 million via 2,438,737 shares through June 30, 2025 to support liquidity during a 5G commercialization phase .
- Dilution risk from financing: Management sought shareholder approval to issue >19.99% of shares under the ELOC to maintain financing flexibility, highlighting potential dilution to existing holders .
Company performance (USD):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $16.03m* | $9.13m |
| EBITDA | -$13.50m* | -$26.28m* |
| Net Income | -$22.47m* | -$12.38m* |
Values with an asterisk (*) were retrieved from S&P Global and may not have document citations.
Compensation Structure Analysis
- Cash vs equity mix: CEO compensation in 2023–2024 skewed to base salary and time-based RSUs (2023 grant), with no annual cash bonuses paid in either year .
- Performance linkage: No disclosed CEO target bonus or annual performance metrics for 2023–2024; no PSUs disclosed—pay-for-performance levers appear limited in the disclosed period .
- Option emphasis is legacy: CEO holds multiple legacy options with low $0.11 strike and long-dated expirations; new awards trend toward RSUs for other executives (e.g., 2024 CFO RSUs) .
- Clawback and anti-hedging/pledging policies are in force, which partially mitigate misalignment risks .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership | 217,719 shares; includes 100,149 options exercisable within 60 days (as of 7/25/2025) . |
| Ownership % | Less than 1% of outstanding (company notation “*” indicates <1%) . |
| Vested vs unvested | 9,603 RSUs unvested as of 12/31/2024; options shown as exercisable in table . |
| Pledging/hedging | Prohibited absent pre-clearance; short sales/derivatives prohibited . |
| Ownership guidelines | Not disclosed in proxy/10-K excerpts reviewed. |
Employment & Contracts
- Severance and CoC economics summarized under Employment Terms; no CEO-specific employment contract terms were disclosed beyond the retention plan and equity plan treatment .
Investment Implications
- Alignment: Time-based RSUs and legacy deeply in-the-money options create retention value and potential shareholder alignment, but the absence of disclosed performance metrics/PSUs in 2023–2024 weakens explicit pay-for-performance linkage .
- Selling pressure watchpoints: Annual RSU vest tranches (December anniversaries from 2023 grant) may create periodic supply through tax withholding or liquidity needs; monitor Form 4s around vest dates and 10b5-1 plans for signals (policy framework disclosed) .
- Retention and M&A optionality: The retention plan provides 6–12 months of salary/benefits and significant equity acceleration on change-in-control triggers, which can reduce transaction frictions and executive departure risk in strategic scenarios .
- Governance risk context: Board independence is majority and committees are independent; however, broader company financing relies on related-party loans and an ELOC with potential dilution—portfolio managers should monitor capital structure actions and shareholder approvals for dilution risk and control dynamics .
- Operating execution: Financials highlight negative EBITDA and operating cash flow in FY2024, emphasizing the importance of commercialization milestones, capital access, and cost discipline under Schlaefer’s leadership . Values with an asterisk (*) were retrieved from S&P Global and may not have document citations.
Values with an asterisk (*) were retrieved from S&P Global.