Hoshi Printer
About Hoshi Printer
Hoshi Printer, age 83, has served on Lantronix’s Board since 2010 and is currently the independent Chairman of the Board and Chair of the Audit Committee; the Board has designated him as an SEC “audit committee financial expert.” His background includes four decades in senior financial roles, including CFO positions across multiple technology companies and divisional VP of Finance at Xerox, bringing deep financial oversight expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Autobytel (online automotive marketplace) | Chief Financial Officer | Not disclosed | Senior financial leadership; relevant tech sector experience |
| Peerless Systems (embedded imaging systems) | Chief Financial Officer | Not disclosed | Senior financial leadership; audit-relevant experience |
| Neuron Data (software tools) | Chief Financial Officer | Not disclosed | Senior financial leadership; tech breadth |
| Soane Technologies (ophthalmic/bioscience) | Chief Financial Officer | Not disclosed | Senior financial leadership; cross-industry finance |
| Catalytica (environmental tech) | Chief Financial Officer | Not disclosed | Senior financial leadership; governance exposure |
| CFO Consultant (Private Access; Avamar; Path 1 Network Tech) | CFO Consultant | 2005–2010 | Advisory CFO work; financial controls and oversight |
| Xerox Corporation | Divisional Vice President of Finance | Not disclosed | Large company financial operations; controls |
External Roles
| Company | Role | Public Company? | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other current public company directorships disclosed for Mr. Printer in the proxy . |
Board Governance
- Independence: The Board affirmatively determined Mr. Printer has no relationships that impair independence under Nasdaq rules .
- Chair roles: Independent Chairman of the Board and Audit Committee Chair .
- Audit Committee financial expert: Board determined Mr. Printer qualifies under SEC rules .
- Committee memberships (FY2025): Audit Chair; not listed on other committees in FY2025 .
- Committee memberships (FY2024): Audit Chair; member of Compensation and Corporate Governance & Nominating committees .
- Attendance: Each current director attended 100% of committee meetings for committees on which they served in FY2025; FY2024 members also attended 100% on their committees .
| Fiscal Year | Audit Committee | Compensation Committee | Corporate Governance & Nominating |
|---|---|---|---|
| FY2025 membership | Chair: Hoshi Printer; Members: James Auker, Kevin Palatnik | Chair: Kevin Palatnik; Members: Sailesh Chittipeddi, Narbeh Derhacobian | Chair: Sailesh Chittipeddi; Members: Narbeh Derhacobian, Kevin Palatnik |
| FY2025 meetings | 4 | 6 | 7 |
| FY2024 membership | Chair: Hoshi Printer; Members: Jason Cohenour, Phu Hoang, Christa Steele | Chair: Philip Brace; Members: Jason Cohenour, Hoshi Printer | Chair: Phu Hoang; Members: Philip Brace, Hoshi Printer |
| FY2024 meetings | 5 | 5 | 7 |
Fixed Compensation
- Policy rates (non‑employee directors, FY2025): $50,000 annual Board retainer; $35,000 additional for Chairman of the Board; $15,000 for Audit Committee Chair; $10,000 for Compensation Chair; $10,000 for Governance Chair; meeting fees only above 12 per year; no committee membership fees .
- Reimbursement: Up to $2,000 per meeting requiring travel .
- Actual FY2025 compensation (Mr. Printer): Fees earned $85,500; All other compensation $7,336; Total $166,529 .
| Component | FY2025 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 85,500 |
| All Other Compensation | 7,336 |
| Total | 166,529 |
Performance Compensation
- Annual RSU grant design (directors): RSUs valued at $75,000, shares determined using average closing price over last 30 trading days of prior fiscal quarter; vest 50% at 6 months and 50% on the earlier of 1-year or day before next annual meeting; initial RSU grants for mid‑year appointees are pro‑rated; change‑in‑control accelerates full vesting upon closing .
- FY2025 awards: Mr. Printer awarded 19,599 RSUs following the 2024 Annual Meeting; RSUs outstanding at FY2025 year‑end: 9,800 .
| Equity Award Detail | Value/Count | Vesting/Terms |
|---|---|---|
| Standard annual RSU value | $75,000 per non‑employee director | 50% at 6 months; 50% at earlier of 1-year or day before next annual meeting |
| Change‑in‑control | — | All director RSUs vest in full at closing |
| FY2025 grant (Mr. Printer) | 19,599 RSUs | As per policy |
| RSUs outstanding (6/30/2025) | 9,800 | — |
No performance metrics are used for director equity grants; director RSUs are time-based only .
Other Directorships & Interlocks
- No other public company directorships or disclosed interlocks for Mr. Printer in the proxy; past roles are primarily CFO positions, not board roles .
Expertise & Qualifications
- Audit committee financial expert under SEC rules .
- Four decades of general and financial management, including CFO roles across multiple technology companies and divisional finance leadership at Xerox .
- Breadth across software, imaging, bioscience, environmental tech; qualified for audit chair responsibilities .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Shares owned directly/indirectly | 211,224 |
| Right to acquire within 60 days (RSUs/options) | 9,800 |
| Total beneficial ownership | 221,024 |
| Percent of shares outstanding | <1% (out of 39,271,361) |
| RSUs outstanding at FY2025 year‑end | 9,800 |
| Options outstanding at FY2025 year‑end | 0 (historically exercised 25,000 options) |
| Director stock ownership guideline | 3x annual cash retainer; all current non‑employee directors meet or are within five-year compliance window |
Governance Assessment
- Board effectiveness: Printer’s dual role as independent Chairman and Audit Chair centralizes oversight; the Board affirmed his independence and audit expertise, and committee attendance was 100% in FY2025, indicating strong engagement .
- Compensation alignment: Director pay mixes cash retainers with time‑based RSUs; FY2025 actuals show $85,500 cash and $73,692 equity awards for Mr. Printer; RSUs vest relatively quickly and accelerate on change‑in‑control, which is customary but offers limited performance linkage for directors .
- Ownership alignment: Beneficial ownership of 221,024 shares and compliance with 3x retainer guideline support alignment; no pledging disclosures are noted in the proxy .
- Conflicts and related‑party: Audit Committee reviews and approves related‑party transactions; the proxy discloses no related‑party transactions in recent years and no arrangements related to Mr. Printer’s selection beyond shareholder agreements for other nominees .
- Compensation governance: Compensation Committee is fully independent and uses an external consultant (Compensation Strategies) assessed for independence; the committee reviews director compensation practices versus peers, supporting pay governance rigor .
RED FLAGS
- Concentration of oversight: Printer concurrently serves as independent Chairman and Audit Chair, concentrating leadership and financial oversight in a single director; investors may monitor whether this structure persists as the Board evolves .
- Change‑in‑control acceleration for director RSUs: While standard, full acceleration reduces retention post‑transaction; note for M&A scenarios .