Mathi Gurusamy
About Mathi Gurusamy
Chief Product & Strategy Officer at Lantronix (promoted April 1, 2025; joined May 13, 2024). Age 53 as of September 2024; prior roles include COO/President/CEO posts across IoT hardware and solutions companies (Telit Cinterion, Mobilogix, Ikotek) with deep operations and supply chain expertise . Compensation structure emphasizes pay-for-performance: annual bonus tied to Non-GAAP Net Income; long-term incentives include PSUs tied to Revenue CAGR, Non-GAAP EPS CAGR, and Relative TSR, plus time-based RSUs . FY2025 performance metrics used for PSU vesting were weak (Revenue CAGR -23%, Non-GAAP EPS CAGR -65%), resulting in 0% vest for FY2025 financial PSUs; Relative TSR inducement PSUs were tracking below threshold as of June 30, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lantronix (LTRX) | Chief Product & Strategy Officer | Apr 2025–present | Promotion reflects expanded product and strategy remit |
| Lantronix (LTRX) | Chief Strategy Officer | May 2024–Mar 2025 | Executive leadership during transformation and growth strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ikotek USA, Inc. | Chief Operating Officer | Nov 2023–May 2024 | Global ODM provider for IoT; operations leadership |
| Telit Cinterion | President | Oct 2022–Oct 2023 | End-to-end IoT solutions; executive leadership |
| Telit | Chief Operating Officer | Jan 2010–Mar 2016 | Operations leadership in IoT modules/solutions |
| Telit | Global VP – Operations & Supply Chain | Jun 2008–Dec 2009 | Global supply chain leadership |
| Mobilogix | President & COO | Apr 2016–Jun 2018 | Led custom IoT solutions startup operations |
| Mobilogix | CEO & President | Jun 2018–Sep 2022 | Led company through acquisition by Telit |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 330,000 | 375,000 (effective Apr 1, 2025) |
| Target Bonus (% of Salary) | 50% | 50% |
| Actual Annual Bonus Paid ($) | — (non‑equity incentive) | — (non‑equity incentive) |
| Sign‑On Bonus ($) | 50,000 (paid half at start; half at 6 months) | 25,000 installment recognized in FY2025 |
Performance Compensation
| Component | Metric(s) | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus Program (FY2025) | Non‑GAAP Net Income | Target %: 50% of salary; company sets annual objectives | No payout shown for FY2025 (Non‑Equity Incentive Plan Compensation “—”) | N/A |
| Financial PSUs (FY2025 grant) | Revenue CAGR; Non‑GAAP EPS CAGR | 20,005 target PSUs | FY2025 tranche vested 0% (Revenue CAGR -23%; Non‑GAAP EPS CAGR -65%) | One‑third per year across FY2025–FY2027, linear interpolation per payout matrix |
| Relative TSR PSUs (FY2025 grant) | Relative TSR vs Russell Microcap Index | 20,005 target PSUs | Tracking below threshold as of 6/30/2025; reported as 50% of target eligible if threshold achieved | 3‑year performance period starting 7/1/2024; time‑based vesting contingent on employment |
| Inducement RSUs (new hire) | Time‑based | 95,691 RSUs | Time‑based; no performance metric | One‑third after 1 year from 6/1/2024, remaining quarterly over 8 quarters |
| Inducement Relative TSR PSUs (new hire) | Relative TSR | 66,248 target PSUs | Tracking below threshold as of 6/30/2025 (50% of target reported) | 3‑year performance; time‑based vesting deemed satisfied on certain terminations/CIC |
| FY2025 RSUs (annual) | Time‑based | 40,011 RSUs | Vested one‑third on 7/1/2025 | Remainder vests quarterly, fully by 6/1/2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 9/8/2025) | 56,119 shares; less than 1% of outstanding (39,271,361 shares) |
| Vested vs Unvested (as of 6/30/2025) | Unvested RSUs: 63,798 (inducement; $183,100 MV at $2.87 close) ; 40,011 (FY2025; $114,832 MV) |
| Unearned PSUs (as of 6/30/2025) | Relative TSR PSUs (inducement): 33,124; $95,066 MV ; FY2025 Financial PSUs portions: 6,669; $19,138 MV; FY2025 Relative TSR PSUs: 10,002; $28,707 MV |
| Options | None outstanding as of 6/30/2025 |
| Hedging/Pledging | Company prohibits hedging and pledging of company stock by officers/directors |
| Stock Ownership Guidelines (Executives) | No formal executive stock ownership guidelines; Board encourages senior management to hold stock |
Employment Terms
- At‑will employment; initial offer letter April 2, 2024 with base salary $330,000, target bonus 50%, $50,000 sign‑on (half at start; half at 6 months), eligible benefits; annual equity awards for FY2026 not less than $300,000 grant date value; promotion April 1, 2025 to Chief Product & Strategy Officer with base salary increased to $375,000 .
- Severance (first two years of employment): if terminated without Cause or for Good Reason, lump sum equal to 6 months base salary + 50% of bonuses earned in prior 12 months .
- Change‑in‑Control (double‑trigger): if terminated without Cause or for Good Reason within 60 days prior to or 12 months following a CIC, all outstanding equity accelerates; cash severance equal to 12 months base salary + 100% of target bonus; continued health benefits for up to 12 months; 4999 excise tax cut‑back if beneficial .
- PSU treatment on CIC: performance period ends; incomplete periods determined based on performance to quarter‑end before CIC or target (pro‑rated); time‑based vesting remains but deemed satisfied upon qualifying termination or if award not assumed; specific rules for inducement Relative TSR PSUs (settlement based on closing price or relative TSR at termination; pro‑ration if >12 months elapsed) .
- Clawback policy: reimbursement/cancellation of incentive‑based awards upon accounting restatement due to material noncompliance .
- No tax gross‑ups; no option repricing; double‑trigger CIC benefits (no single‑trigger) .
- Section 16 filings: RSU grants on 7/1/2024 were reported on 7/23/2024 due to administrative oversight (late Forms 4) .
Multi‑Year Compensation Summary (Named Executive Table)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Salary ($) | 38,077 | 340,212 |
| Bonus ($) | 25,000 (sign‑on installment) | 25,000 (sign‑on installment) |
| Stock Awards ($) | 792,839 | 327,685 |
| Option Awards ($) | — | — |
| Non‑Equity Incentive Plan Compensation ($) | — | — |
| All Other Compensation ($) | 381 | 5,406 |
| Total ($) | 856,297 | 698,303 |
Vesting Schedule Detail (Key Awards)
| Award Type | Grant Date | Shares/Target | Key Vesting Milestones |
|---|---|---|---|
| Inducement RSUs | 6/1/2024 | 95,691 | One‑third at ~6/1/2025; remaining quarterly over 8 quarters thereafter |
| Inducement Relative TSR PSUs | 6/1/2024 | 66,248 target | 3‑year performance; tracking below threshold as of 6/30/2025 (50% of target reported) |
| FY2025 RSUs | 7/1/2024 | 40,011 | One‑third on 7/1/2025; remaining quarterly; fully vested on 6/1/2027 |
| FY2025 Financial PSUs | 7/1/2024 | 20,005 target | 0% vest for FY2025 tranche; FY2026–27 tranches contingent on future metrics |
| FY2025 Relative TSR PSUs | 7/1/2024 | 20,005 target | 3‑year performance; tracking below threshold as of 6/30/2025 |
Performance & Track Record Indicators
- FY2025 PSU performance determination: Revenue CAGR -23%; Non‑GAAP EPS CAGR -65%; FY2025 tranche vested 0% .
- Pay‑versus‑Performance: LTRX net income was -$11.373m (FY2025), -$4.52m (FY2024), -$8.980m (FY2023); value of initial fixed $100 investment based on LTRX TSR was $53.35 (FY2025) vs $65.99 (FY2024) .
Compensation Peer Group and Say‑on‑Pay
- Peer group (fiscal 2025) includes ~20 IoT/connected device/software names (e.g., Airgain, Digi International, PowerFleet, Iteris, KVH, Ooma); same as fiscal 2024 peer set .
- 2024 Say‑on‑Pay support: 86.9% in favor; committee kept program substantially similar for FY2025 .
- Independent consultant: Compensation Strategies engaged; no conflicts .
Risk Indicators & Governance Practices
- No legal proceedings related to executive officers require disclosure .
- Anti‑hedging and anti‑pledging policies in effect; quarterly trading blackout periods; Insider Trading Policy filed as Exhibit 19.1 to FY2025 10‑K .
- No tax gross‑ups; no option repricing; CIC arrangements are double‑trigger .
- Late Section 16 reports for 7/1/2024 RSU grants (filed 7/23/2024) due to admin oversight .
Investment Implications
- Pay‑for‑performance linkage is high: FY2025 financial PSUs vested 0% given weak Revenue and Non‑GAAP EPS trajectories; Relative TSR inducement PSUs were below threshold, signaling tight alignment and downside sensitivity when execution falters .
- Upcoming RSU vesting creates a predictable cadence of share settlements through June 2027 (time‑based RSUs from 7/1/2024 and 6/1/2024 grants), which can be a modest supply overhang but not necessarily selling pressure; no options outstanding for Gurusamy .
- Severance/CIC terms are moderate (6 months base in standard severance window; 12 months base + 100% target bonus in CIC double‑trigger with full equity acceleration), balancing retention and transaction neutrality without single‑trigger windfalls or gross‑ups .
- Governance posture (clawback, anti‑hedging/pledging, independent comp consultant, strong say‑on‑pay support) reduces alignment risk; absence of executive ownership guidelines is a gap, though Gurusamy holds a small direct stake (<1%) with sizable unvested equity that maintains retention incentives .