Steven N. Bronson
About Steven N. Bronson
Steven N. Bronson (age 59) is Chairman, President, and Chief Executive Officer of Interlink Electronics (LINK), serving as a director since 2010 and adding President in 2011, bringing an investment banking and operating background to M&A-led strategy and mission‑critical decision making . During his tenure, Interlink’s pay-versus-performance disclosure shows Total Shareholder Return (TSR) of $96.59 in 2024 (base $100 at YE2021), $131.73 in 2023, and $84.21 in 2022, with net income of $(1.984) million in 2024, $(0.383) million in 2023, and $1.672 million in 2022 . Mr. Bronson also holds multiple securities licenses and has led prior turnarounds (Qualstar) and value-creation efforts (Mikron) before its sale in 2007 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Qualstar Corp. (OTCMKTS: QBAK) | President, CEO, Director | Since 2013 | Initiated turnaround with cost cuts and aggressive sales; also Chairman of Qualstar Board . |
| BKF Capital Group, Inc. (OTCMKTS: BKFG) | Chairman, President, CEO | Since 2008 | Public investment company via BKF Asset Holdings; also affiliated Bronson Financial LLC . |
| Ridgefield Acquisition Corp. (OTCMKTS: RDGA) | Chairman, President, CEO | Since 1996 | Public shell seeking merger/acquisition/business combination . |
| Mikron Infrared Instruments, Inc. | Director; Chairman & CEO (’98–’99) | 1996–2000 | Recruited new team; grew revenue ~500%; company sold in 2007 . |
External Roles
| Organization | Role | Committee/Position Details |
|---|---|---|
| Qualstar Corporation | President, CEO, Director; Chairman of the Board | Current; manufacturing sector exposure . |
| BKF Capital Group, Inc. | Chairman, CEO | Controls BKF Asset Holdings, Inc.; historical M&A advisory via Bronson Financial LLC . |
| Ridgefield Acquisition Corp. | Chairman, President, CEO | Public shell; M&A platform . |
Fixed Compensation
| Metric (CEO) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 300,000 | 300,000 | 293,955 |
| Bonus ($) | 50,000 | — | — |
| All Other Compensation ($) | 1,677 | 1,677 | 1,677 |
| Total ($) | 351,677 | 301,677 | 295,632 |
- Current contractual base salary: $278,100 per employment agreement; eligible for annual bonus per compensation committee plan .
Performance Compensation
- Annual cash bonus: Eligible based on performance goals set by the compensation committee; no bonus shown for 2023–2024; $50,000 discretionary bonus was paid in 2022 .
- Equity awards: None outstanding for executives at 12/31/2024; company discloses “Outstanding Equity Awards at Fiscal Year End — None” .
- Clawback: Compensation Recovery Policy adopted; enables recovery of incentive-based pay upon restatement due to material noncompliance, aligned with Nasdaq rules (Exhibit 97.1 to 2024 10-K) .
| Incentive Type | Metric | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual bonus (cash) | Committee-determined performance goals | Not disclosed | No bonus disclosed for 2023–2024; $50k in 2022 | Cash, paid when awarded |
| Equity (RSU/PSU/Options) | N/A | N/A | None outstanding as of FY2024 | N/A |
Equity Ownership & Alignment
| Holder | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Steven N. Bronson (CEO/Chairman) | 8,192,719 | 83.1% | Includes 340,350 held individually; 6,033,210 by SB4 Investments, LLC (he is managing member); 1,490,487 by BKF Asset Holdings, Inc. (subsidiary of BKF Capital Group, Inc., where he is Chairman/CEO/majority stockholder); plus 309,000 and 19,672 held by former spouse and parents, respectively, over which he has voting/dispositive power . |
Additional alignment indicators:
- Outstanding executive equity awards: none; reduces near-term vesting-related sell pressure .
- Insider trading policy: Hedging and lending company securities prohibited; pledging of securities is permitted subject to policy terms (potential red flag if used; no pledges disclosed for Mr. Bronson) .
- Equity plan capacity: 2,276,565 shares available under 2016 Plan; 31,250 securities to be issued upon outstanding rights (company-wide) .
Employment Terms
| Term | Bronson Employment Agreement |
|---|---|
| Effective/Term | Agreement dated July 7, 2016; 1-year term with automatic 1-year renewals . |
| Base salary | $278,100 (current under agreement; see actual paid salary table above) . |
| Bonus eligibility | Yes, per compensation committee goals and annual plan; discretionary history noted . |
| Severance (without cause / good reason) | 12 months base salary; earned bonus; 12 months benefits; immediate vesting of unvested outstanding equity awards (if any) . |
| Change-of-control | Cash equal to 12 months base salary; immediate vesting of unvested equity awards (single-trigger payout) . |
| Death/Disability | Base to end of next monthly pay period, accrued bonus; immediate vesting of unvested awards . |
| Clawback | Compensation Recovery Policy for erroneously awarded incentive pay . |
Board Governance and Service
- Roles: Chairman of the Board and CEO; not independent under Nasdaq rules .
- Lead Independent Director: David J. Wolenski; presides over independent sessions; helps set agendas; liaison between independent directors and Chair/CEO .
- Committees: Audit (Chair: Maria N. Fregosi), Compensation (Chair: David J. Wolenski), Nominating & Corporate Governance (Chair: Joy C. Hou); all independent members .
- Board activity: Board met six times in 2024; each director attended at least 75% of meetings and committee meetings .
- Outside Director pay: $10,000 cash retainer + $5,000 annual stock award (e.g., 1,282 shares granted July 15, 2024 to each independent director) .
Dual-role implications:
- CEO also serving as Chairman concentrates authority; mitigated by Lead Independent Director structure and fully independent key committees; nonetheless raises independence and oversight considerations common to combined Chair/CEO roles .
Related Party Transactions and Interlocks (Risk Indicators)
- Cost sharing with Qualstar and BKF Capital for facilities and services; examples include: Interlink billed Qualstar $19,000 (Irvine) and $17,000 (Bellevue) in 2024; incurred $79,000 for use of Qualstar’s Camarillo facility in 2024; consulting flows between entities (Interlink→Qualstar $335,000; Qualstar→Interlink $58,000; BKF→Interlink $35,000) .
- M&A advisory with Bronson Financial LLC (wholly owned subsidiary of BKF Capital) at $10,000/month; Interlink incurred $40,000 (2024) before April termination; $120,000 (2023) .
- Policy: Audit Committee reviews related-party transactions .
These interlocks heighten conflict-of-interest scrutiny given Mr. Bronson’s control of BKF Capital/BKF Asset Holdings and Qualstar, alongside his 83.1% ownership of Interlink .
Pay Versus Performance (Context)
| Year | CEO SCT Total ($) | Compensation Actually Paid to CEO ($) | TSR value (base $100 at YE2021) | Net Income (Loss) ($) |
|---|---|---|---|---|
| 2022 | 351,677 | 351,677 | 84.21 | 1,672,000 |
| 2023 | 301,677 | 301,677 | 131.73 | (383,000) |
| 2024 | 295,632 | 295,632 | 96.59 | (1,984,000) |
Compensation Structure Analysis
- Cash-heavy, low variable pay: CEO comp is predominantly base salary with minimal/zero bonuses in 2023–2024; no equity awards outstanding for executives at FY2024, reducing dilution but weakening pay-for-performance linkage .
- Single-trigger CIC cash payout and vesting: 12 months base salary payable upon change-of-control regardless of termination, with accelerated vesting; shareholder-unfriendly relative to prevailing double-trigger norms .
- No outside consultant since 2016: Compensation committee has not retained an external advisor in recent years, which may limit benchmarking rigor for incentive design .
- Clawback adopted: Supports alignment by enabling recoupment upon restatement .
Vesting Schedules and Insider Selling Pressure
- Vesting overhang: None for executives at FY2024 (“Outstanding Equity Awards — None”), reducing mechanical selling from vesting .
- Insider policy: Hedging/lending prohibited; pledging permitted (no individual pledges disclosed), which can introduce margin-call risk if used .
- Ownership concentration: Mr. Bronson’s 83.1% stake implies that any personal liquidity events could meaningfully impact float and trading dynamics .
Employment & Retention Risk
- Contract auto-renews annually; severance protection (12 months base + benefits) under no-cause/good-reason and single-trigger CIC payout; at-will structure for CFO without CIC benefits .
- High alignment from ownership (83.1%) suggests strong retention incentives but also key-person risk given dominant control .
Board Service History and Governance Quality
- Board tenure: Director since 2010 (Chair/CEO) .
- Independence: Mr. Bronson is not independent; three independent directors staff all committees; Lead Independent Director in place to balance combined Chair/CEO structure .
- Attendance: At least 75% attendance by each director; 6 board meetings in 2024 .
Director Compensation (Context)
- Non-employee directors receive $10,000 cash retainer and $5,000 annual equity; e.g., 1,282 shares granted on July 15, 2024 to each outside director .
Expertise & Qualifications
- 35+ years in investment banking, operations, and management; multiple public-company leadership roles including Qualstar, BKF Capital, Ridgefield; historical turnaround and M&A execution (Mikron revenue growth and sale) .
Investment Implications
- Alignment vs. governance trade-off: Extremely high insider ownership (83.1%) aligns CEO with equity outcomes but concentrates control; related-party transactions and single-trigger CIC terms are governance red flags to monitor .
- Limited variable/equity pay: Minimal bonus usage and absence of executive equity awards reduce dilution and vesting overhang but weaken direct pay-for-performance incentives; consider whether TSR and profitability trajectory can be better tied to incentives .
- Pledging permissibility: Company policy allows pledging, which can create downside risk if utilized; absence of disclosed pledges for Mr. Bronson noted, but the policy itself warrants continued oversight .
- Control/float dynamics: Any future secondary sales by Mr. Bronson could create selling pressure given ownership concentration; conversely, high insider stake may stabilize long-term strategy execution .