David J. Wolenski
About David J. Wolenski
Independent director of Interlink Electronics (LINK) since 2020; age 63 as of April 17, 2025. He serves as the Board’s Lead Independent Director and sits on all three standing committees. Background includes senior operating roles in manufacturing and leadership of a public automation company; education includes a BS in Mechanical Engineering (University of Colorado Boulder) and an MBA (University of Colorado Denver) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Electro-Mechanical Products, Inc. (private) | President | Not disclosed (current) | Manufacturer of precision-machined components and thermal management systems |
| OZO Automation (public) | Chief Executive Officer | 1996–2000 | Designed/produced robotic workstations for cell phone electronics |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Qualstar Corporation | Chairman of the Board | Public | Current chairman; creates an interlock with LINK given cost-sharing and services between LINK and Qualstar |
Board Governance
- Independence and leadership
- Determined independent under Nasdaq rules; appointed Lead Independent Director to preside over executive sessions, liaise with the Chair/CEO, and shape agendas .
- Committees and chair roles
- Audit Committee member (chair: Maria N. Fregosi); committee met 4 times in 2024 .
- Compensation Committee chair; committee conducted business by unanimous written consent in 2024 (no formal meetings) .
- Nominating & Corporate Governance Committee member (chair: Joy C. Hou); acted by unanimous written consent in 2024 .
- Attendance and engagement
- Board met six times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual shareholders’ meeting .
Fixed Compensation
| Component | Amount/Detail | Timing/Notes |
|---|---|---|
| Annual cash retainer | $10,000 | Paid quarterly; prorated if partial service |
| Annual equity award (common stock) | $5,000 grant-date fair value | Granted annually on July 15 to eligible Outside Directors |
| 2024 equity grant detail | 1,282 shares of common stock | Granted July 15, 2024 |
| Initial equity award (on first joining Board) | $5,000 grant-date fair value | Granted at first Board/Comp Committee meeting after start |
| Meeting fees, committee fees, chair fees | Not disclosed | No additional director fees disclosed beyond retainer/equity |
| Options/RSUs outstanding (as of 12/31/2024) | None | No director held stock options or restricted stock awards |
- Director total reported compensation (2024): Cash $10,000; Stock awards $5,000; Total $15,000 .
Performance Compensation
- Performance-conditioned components for directors: None disclosed; director equity is time-based common stock grants with fixed grant-date value (no performance metrics) .
| Performance Metric | Weight | Target Definition | 2024 Outcome |
|---|---|---|---|
| None disclosed for non-employee directors | — | — | — |
- Clawback policy: Adopted for executive incentive compensation in case of a restatement; policy aligns with Nasdaq rules. No director-specific performance pay/clawback provisions disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Relationship to LINK | Interlock/Transaction Detail |
|---|---|---|
| Qualstar Corporation (Chairman: David J. Wolenski) | Related-party cost sharing/consulting between LINK and Qualstar | LINK billed Qualstar $19,000 (2024) and $37,000 (2023) for Irvine facility; $17,000 (2024) for Bellevue facility; LINK incurred $79,000 (2024) and $75,000 (2023) for use of Qualstar’s Camarillo facility; LINK provided consulting services to Qualstar $335,000 (2024) and $671,000 (2023); audit committee reviews related-party transactions |
- Additional related-party context (management interlocks): LINK’s CFO also serves as Acting CFO of Qualstar and CFO of BKF Capital Group, Inc., reinforcing cross-entity ties; Compensation Committee has not retained a comp consultant since 2016 .
Expertise & Qualifications
- Education: BS Mechanical Engineering (University of Colorado Boulder); MBA (University of Colorado Denver) .
- Domain expertise: Senior executive experience in precision manufacturing, automation, and thermal management systems; public company board leadership (Chairman, Qualstar) .
- Governance qualifications: Independent director; Lead Independent Director; chairs Compensation Committee; financial literacy for committee service per Board determination .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David J. Wolenski | 9,306 | 0.1% | As of April 17, 2025 |
| Options/Unvested awards | — | — | No director options or restricted stock as of 12/31/2024 |
| Hedging/Pledging | — | — | Company policy prohibits hedging and lending; pledging is permitted under policy (subject to policy terms); no individual pledging by Wolenski disclosed in proxy |
Governance Assessment
-
Positive indicators
- Independent status, Lead Independent Director responsibilities, and service across all standing committees suggest meaningful governance role and oversight capacity .
- Attendance threshold met; all directors attended the 2024 annual meeting; Board met six times in 2024 .
- Director pay is modest and partially equity-based, providing some alignment; 2024: $10,000 cash + $5,000 stock (1,282 shares) .
- Say-on-pay passed at the 2025 annual meeting (For: 8,408,118; Against: 7,066; Abstain: 1,635; Broker Non-Votes: 1,022,096) .
-
Risk indicators and watch items
- RED FLAG: Related-party transactions with Qualstar (where Wolenski is Chairman) and with BKF Capital affiliates (CEO’s affiliate), including facilities and consulting arrangements; while overseen by the Audit Committee, these interlocks warrant ongoing scrutiny for conflicts and pricing fairness .
- RED FLAG (structural): Extremely high insider control — CEO Steven N. Bronson beneficially owns 83.1% of common stock, which can limit minority shareholder influence; elevates importance of strong independent oversight by Wolenski as Lead Independent Director .
- Watch: Compensation Committee did not formally meet in 2024, acting by unanimous written consent; efficiency vs. oversight depth should be monitored given related-party complexity .
- Watch: Insider trading policy permits pledging of company securities (although hedging is prohibited); pledging allowance can be viewed as a governance risk; no pledging by Wolenski is disclosed in the proxy .
Shareholder Feedback (Say-on-Pay and Meeting Results)
| Matter (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of David J. Wolenski (director) | 8,412,847 | 3,972 | — | 1,022,096 |
| Say-on-Pay (executive compensation) | 8,408,118 | 7,066 | 1,635 | 1,022,096 |
| Auditor Ratification (LMHS, P.C.) | 9,419,034 | 1,135 | 18,746 | 0 |
Notes: 9,864,214 shares entitled to vote; 9,438,915 shares represented (95.69%) .
Appendix: Committee Charters & Responsibilities (Selected)
- Audit Committee: Meets financial reporting/controls oversight, pre-approves audit/non-audit services, reviews related-person transactions; met 4x in 2024; members include Wolenski (member), chair is Fregosi .
- Compensation Committee: Oversees executive compensation and equity plans; chaired by Wolenski; operated by unanimous written consent in 2024; no compensation consultant retained since 2016 .
- Nominating & Corporate Governance Committee: Board composition/nomination and governance oversight; Wolenski is a member; acted by unanimous written consent in 2024 .