Kevin Palatnik
About Kevin Palatnik
Kevin Palatnik, age 67, is an independent director of Lantronix (LTRX) and has served on the board since November 2024. He is a seasoned finance executive with prior CFO roles at Coherent, Audience, and senior finance leadership at Cadence Design Systems, and has chaired audit committees at Adesto Technologies and Parabellum Acquisition Corp. His board nomination was initially facilitated under a cooperation agreement with 180 Degree Capital Corp. and he was re-elected by stockholders at the 2025 Annual Meeting on November 4, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coherent, Inc. (Nasdaq: COHR) | EVP & Chief Financial Officer | Feb 2016 – Jul 2022 | Senior finance leadership during M&A (company acquired by II-VI) |
| Audience, Inc. (acquired by Knowles) | Chief Financial Officer | Aug 2011 – Jul 2015 | Led finance through sale to Knowles |
| Cadence Design Systems (Nasdaq: CDNS) | Senior Vice President & Chief Financial Officer; other roles | Apr 2006 – Nov 2010 | Corporate finance leadership in EDA software |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adesto Technologies (Nasdaq: IOTS) | Director; Audit Committee Chair | Sep 2015 – Jul 2020 | Company acquired by Dialog Semiconductor |
| Parabellum Acquisition Corp. (NYSE: PRBM) | Director; Audit Committee Chair | Sep 2021 – Dec 2023 | SPAC board; chaired audit |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; Corporate Governance & Nominating Committee member .
- Independence: Board affirmatively determined Palatnik is independent under Nasdaq standards .
- Attendance: Board held 15 meetings in fiscal 2025; each director attended 100% of Board and committee meetings during tenure .
- Election outcomes: 2025 Annual Meeting vote for Palatnik—For 19,923,972; Against 1,162,242; Abstain 35,151; Broker Non-Votes 7,049,805 .
- Governance dynamics: Nominated under 180 Degree Capital cooperation agreement with ongoing re-nomination obligations and board size provisions; standstill and non-disparagement included .
| Governance Metric | Fiscal 2025 | Source |
|---|---|---|
| Board meetings held | 15 | |
| Board attendance | 100% by each director | |
| Audit Committee meetings | 4 | |
| Compensation Committee meetings | 6 | |
| Corp. Governance & Nominating meetings | 7 | |
| Committee attendance | 100% by each member |
Fixed Compensation
| Component | Policy Detail | Fiscal 2025 Actual (Palatnik) |
|---|---|---|
| Board annual retainer (cash) | $50,000 for non-employee directors | $42,492 fees earned/paid in cash |
| Chair fees | $10,000 for Compensation Chair; $15,000 Audit Chair; $10,000 Governance Chair | Included in cash fees above |
| Meeting fees | $1,000 per meeting only if >12 meetings per year per body | Not separately disclosed (N/A) |
| Reimbursements | Travel expenses reimbursed up to $2,000 per meeting requiring travel | $2,271 all other comp |
Performance Compensation
| Equity Type | Grant Detail | Shares/Value | Vesting |
|---|---|---|---|
| RSUs (annual director grant) | Value set at $75,000, shares based on 30-day average price; awarded after annual meeting | 19,599 RSUs awarded after 2024 Annual Meeting; grant date fair value $73,692 | 50% at 6 months; 50% at earlier of 1-year or day before next annual meeting; full vesting upon change in control |
| Performance Metric | Applies to Director Equity? | Notes |
|---|---|---|
| Revenue/Non-GAAP EPS/TSR metrics | No | Non-employee director RSUs are time-based only per policy; no performance conditions |
Other Directorships & Interlocks
| Entity | Nature | Relevance |
|---|---|---|
| 180 Degree Capital Corp. cooperation agreement | Shareholder cooperation (not a directorship) | Agreement obligated LTRX to nominate Palatnik (and Derhacobian); includes standstill and board size constraints; potential governance influence signal |
| Chain of Lakes Agreement | Shareholder cooperation re: director Auker | Alters board composition dynamics; not directly tied to Palatnik but relevant to board balance |
Expertise & Qualifications
- Deep finance and public-company experience; prior CFO roles in semiconductors, optics, and software; audit committee leadership at two public companies .
- Audit Committee service at LTRX and Compensation Committee Chair role demonstrate governance and compensation oversight capability .
- Board determined independence under Nasdaq standards; hedging and pledging of company stock prohibited by policy .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | Total | Ownership % |
|---|---|---|---|---|
| Kevin Palatnik | 29,799 | 9,800 | 39,599 | <1% (*) |
- RSUs outstanding at FY2025 end: 9,800 .
- Director stock ownership guidelines: Non-employee directors expected to hold shares equal to 3× annual cash retainer; all current non-employee directors either meet the level or are within the five-year compliance period .
- Anti-hedging and anti-pledging: Officers and directors prohibited from hedging or pledging company stock .
- Related party transactions: None requiring disclosure in fiscal 2025 or fiscal 2024 .
Governance Assessment
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Strengths:
- Independent director with extensive CFO and audit committee experience; serves as Compensation Committee Chair and Audit Committee member .
- Full attendance at Board and committee meetings; strong engagement .
- Transparent director pay policy with significant equity component; clear vesting and change-in-control terms .
- Shareholder support evidenced by 2025 director election tallies and annual say-on-pay support; Board resolved to continue annual say-on-pay votes .
-
Watchpoints / potential red flags:
- Cooperation agreement-driven nomination (180 Degree Capital) can indicate activist influence and board size constraints requiring approval or abstention of activist-backed directors; monitor independence in decision-making and renewal terms .
- No specific disclosure of performance-based metrics for director compensation (time-based RSUs only); alignment relies on ownership guidelines and equity mix rather than performance conditions .
- While related-party transactions are currently none, Audit Committee reviews are critical given shareholder agreements and evolving board composition .
-
Policy protections:
- Clawback policy for executive incentive awards; anti-hedging/anti-pledging policies; director ownership guidelines bolster alignment .
Overall, Palatnik’s finance and audit background, independent status, and committee leadership support board effectiveness; investor confidence should focus on ongoing independence under cooperation agreements and continued strong attendance and ownership alignment .