James Auker
About James Auker
James C. Auker, 54, is an independent director of Lantronix (LTRX) appointed in July 2025 under a cooperation agreement with Chain of Lakes Investment Fund. He is a Managing Director at Harney Partners (roles include CFO/CRO since March 2024), with prior CFO roles at Home Products International (2021–2023) and Orion Drilling (2015–2021), and earlier investment and restructuring experience at Enerecap Partners, Highview Capital Management (founding partner), and Ritchie Capital Management (senior portfolio manager) . The Board has affirmatively determined Auker to be independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Home Products International, Inc. | Chief Financial Officer | Jul 2021–May 2023 | Finance leadership in manufacturing turnaround |
| Orion Drilling, LLC | Chief Financial Officer | 2015–2021 | Finance and operations in energy drilling |
| Enerecap Partners, LLC | Senior leadership | 2012–2015 | Corporate finance and restructuring |
| Highview Capital Management | Founding Partner | 2006–2012 | Investment and portfolio management |
| Ritchie Capital Management | Senior Portfolio Manager | 2000–2006 | Valuation and investment management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harney Partners | Managing Director; roles include CFO/CRO | Mar 2024–present | National corporate consulting firm; restructuring and finance |
| Generational Consulting Group | Senior Business Strategist | May 2023–Jun 2024 | M&A advisory for middle-market companies |
Board Governance
- Board composition: Six directors; Auker, Awsare (CEO), Chittipeddi, Derhacobian, Palatnik, Printer (Chair) .
- Committees: Auker serves on the Audit Committee (member); other chairs are Printer (Audit), Palatnik (Compensation), Chittipeddi (Corporate Governance & Nominating) .
- Independence: Auker determined independent by Board under Nasdaq standards .
- Attendance/engagement: Fiscal 2025 Board held 15 meetings; each director attended 100% of Board meetings during their tenure in fiscal 2025; committees held Audit (4), Compensation (6), Governance (7) meetings, with 100% attendance by members during their tenure .
- Executive sessions: Board and each committee hold executive sessions without management at regularly scheduled meetings; Audit Committee meets quarterly in separate executive sessions with auditors and CFO .
- Leadership: Independent Chairman (Printer), separate from CEO; Lead Independent Director designation applies only if Chair and CEO are combined (not currently) .
- Appointment context: Auker appointed pursuant to the Chain of Lakes Agreement with standstill, non‑disparagement and voting commitments, and a requirement to engage a financial advisor to evaluate strategic alternatives (no obligation to consummate a transaction) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non-employee director) | $50,000 | Standard cash retainer |
| Chairman of the Board additional retainer | $35,000 | For Chair only |
| Committee Chair retainers | Audit: $15,000; Compensation: $10,000; Governance: $10,000 | No member fees beyond chair fees |
| Meeting fees | $1,000 per meeting beyond 12 per fiscal year (Board or per-committee) | Applies to meetings attended in excess of thresholds |
| Expense reimbursement | Up to $2,000 per meeting requiring travel | Reasonable out-of-pocket, including travel |
Performance Compensation
| Equity Component | Grant Type | Grant Value | Shares (if disclosed) | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|---|
| Annual director grant | RSUs | $75,000 per year | Determined by $75,000 / avg. closing price over prior fiscal quarter’s last 30 trading days (rounded) | 50% at six months; 50% on earlier of first anniversary or day before next annual meeting | All outstanding director RSUs vest in full upon closing |
| Initial appointment grant | RSUs (pro‑rated) | $75,000 pro‑rated | Pro-rated to service between last and next annual meeting | Vests on the same schedule as annual grants; if >6 months after last annual meeting, single installment on earlier of first anniversary of last annual meeting or day before next annual meeting | Full vesting upon change in control |
| Near-term equity | RSUs | — | Right to acquire 10,387 shares within 60 days of Sept 8, 2025 | As per RSU schedule | As above |
No director performance metrics (e.g., revenue, EPS, TSR) are tied to non-employee director compensation; equity awards are time-based RSUs rather than performance-based PSUs .
Other Directorships & Interlocks
- Public company boards: None disclosed for Auker .
- Interlocks: Appointment connected to Chain of Lakes Investment Fund (7.8% holder) via cooperation agreement with voting commitments; Board size capped at six under activist agreements (also with 180 Degree Capital for other nominees) .
Expertise & Qualifications
- More than two decades in executive management, corporate finance, valuation, investment and portfolio management, including CFO roles and restructuring expertise .
- Financial acumen aligns with Audit Committee responsibilities; Board determined independence .
Equity Ownership
| Shares Owned | Right to Acquire (≤60 days) | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|
| — | 10,387 | 10,387 | ~0.03% (10,387 / 39,271,361 outstanding as of Sept 8, 2025) |
- Ownership guidelines: Non-employee directors expected to own ≥3x annual cash retainer, with 5-year compliance window; current non-employee directors either meet guidelines or are within the compliance period .
- Hedging/pledging: Prohibited for directors and officers; quarterly trading blackouts applied .
Governance Assessment
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Audit Committee role: Auker’s Audit Committee membership places him in oversight of financial reporting, cybersecurity, capital structure, compliance risk, and related-party transaction approvals—aligned with his finance background .
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Independence and attendance: Board affirmed independence; committee and Board attendance policies are strong with recent 100% attendance by directors during their tenure; executive sessions held each meeting enhance oversight .
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Ownership alignment: RSU-based director pay and 3x retainer ownership guideline support alignment; hedging/pledging bans strengthen investor confidence .
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Shareholder influence: Appointment via Chain of Lakes agreement signals active shareholder engagement; requirement to engage a financial advisor to assess strategic alternatives may indicate potential for corporate actions—monitor for conflicts or undue influence, though standstill and independence determinations are in place .
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Say-on-pay signal: Prior say‑on‑pay received 86.9% support at the 2024 meeting, indicating general investor alignment with compensation governance at LTRX .
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RED FLAGS:
- Activist cooperation agreement underpinning Auker’s appointment and voting commitments can be viewed as a potential independence pressure point despite Board’s independence determination; monitor renewal terms and any strategic transaction processes for conflicts .
- Single-trigger full vesting of director RSUs upon change-in-control is shareholder-unfriendly in some governance frameworks; though common for directors, investors may prefer double‑trigger constructs for executives (LTRX uses double‑trigger for executives) .
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Overall: Auker’s deep finance and restructuring expertise, Audit Committee placement, and independence determination are positives for board effectiveness; activism-linked appointment and CIC vesting terms warrant continued monitoring for conflict risks and pay governance optics .