Narbeh Derhacobian
About Narbeh Derhacobian
Independent director at Lantronix (LTRX), age 62, serving since November 2024. He is CEO of GuRu Wireless (since April 2022), co-founded and led Adesto Technologies (Nasdaq: IOTS) until its 2020 sale to Dialog Semiconductor, and previously served as President/CEO of Parabellum Acquisition Corp. (NYSE: PRBM). The Board has determined he is independent under Nasdaq rules; he attended 100% of Board and committee meetings in fiscal 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Adesto Technologies (Nasdaq: IOTS) | President & CEO; Director | Jan 2006–Jul 2020 | Led company through acquisition by Dialog Semiconductor PLC in 2020 . |
| Parabellum Acquisition Corp. (NYSE: PRBM) | President & CEO | Feb 2021–Dec 2023 | SPAC leadership; capital markets exposure . |
| Advanced Micro Devices (AMD) | Engineering Manager | 1995–2000 | Engineering leadership in semiconductors . |
| Virage Logic (Nasdaq: VIRL) | Director of Engineering | 2000–2004 | IP and semiconductor engineering leadership . |
| Cswitch | Director of Technology Development | 2004–2006 | Technology development leadership . |
| Silicon Storage Technology (Nasdaq: SSTI) | Senior Engineer | 1994–1995 | Semiconductor engineering . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GuRu Wireless | Chief Executive Officer; Director | Apr 2022–present | Wireless power technology leadership . |
| Kinara.ai | Director | Jan 2022–present | Edge AI processors governance . |
| Nanosys | Director | 2021–2023 | Quantum dot materials oversight . |
Board Governance
- Committees: Compensation Committee (Member); Corporate Governance & Nominating Committee (Member). Not on Audit Committee .
- Independence: Board affirmed independence under Nasdaq standards .
- Attendance: 100% attendance at Board and relevant committees in fiscal 2025; Board held 15 meetings; committees: Audit (4), Compensation (6), Governance (7). Directors expected to attend annual meetings; all then-current directors attended 2024 Annual Meeting .
- Board dynamics: Derhacobian’s nomination originated from an August 2024 cooperation agreement with 180 Degree Capital; agreement extended with re-nomination commitments and includes standstill and voting provisions. Board size capped at six during the agreement term unless approved, including approval/abstention by Derhacobian and Palatnik .
Fixed Compensation
| Component (Fiscal 2025) | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $50,000 | Policy level for non-employee directors . |
| Chair fees | $0 | Not a chair; policy: Audit Chair $15,000; Compensation Chair $10,000; Governance Chair $10,000 . |
| Meeting fees | Not disclosed | Only paid if >12 meetings; $1,000 per excess meeting; none specifically disclosed for him . |
| Fees earned (actual) | $33,325 | Fiscal 2025 cash earned (likely prorated) . |
| Reimbursements | $1,337 | Reasonable expenses (policy cap $2,000 per travel meeting) . |
Compensation Mix (FY2025): Cash $33,325 vs. equity grant-date fair value $73,692; total $108,354 .
Performance Compensation
Non-employee director equity is time-based RSUs (no performance metrics).
| Grant | Shares/Value | Grant Date | Vesting Schedule | Notes |
|---|---|---|---|---|
| Annual RSUs (FY2025 program) | 19,599 RSUs; $73,692 grant-date FV | Nov 5, 2024 | 50% at 6 months; remaining 50% on first anniversary or immediately before next annual meeting | Award methodology: $75,000 / 30-day avg closing price, rounded to shares . |
| Change-in-control treatment | Full vesting of outstanding director RSUs at closing | — | Accelerated vesting upon change in control | Policy for non-employee directors . |
Other Directorships & Interlocks
| Company | Role | Status | Interlock/Notes |
|---|---|---|---|
| Adesto Technologies (Nasdaq: IOTS) | CEO & Director | Former | Kevin Palatnik served as Adesto director and Audit Chair (2015–2020), creating a prior-board interlock . |
| Parabellum Acquisition Corp. (NYSE: PRBM) | President & CEO | Former | Palatnik was director and Audit Chair (2021–2023), another interlock . |
| Kinara.ai | Director | Current | Venture-backed edge AI; no disclosed transactions with LTRX . |
| Nanosys | Director | Former | 2021–2023 service; no disclosed interlocks at LTRX . |
Expertise & Qualifications
- Founder/CEO experience in semiconductors and IoT; led Adesto from inception to sale; extensive M&A and operational experience with Fortune 100 customers .
- Technology operations leadership across AMD, Virage Logic, Cswitch, SST; board service at advanced materials and AI companies .
Equity Ownership
| Item | Amount | Date/Context |
|---|---|---|
| Shares owned directly | 24,799 | As of Sep 8, 2025 . |
| Right to acquire (RSUs vesting ≤60 days) | 9,800 | As of Sep 8, 2025 . |
| Total beneficial ownership | 34,599 | As of Sep 8, 2025; <1% . |
| RSUs outstanding (unvested) | 9,800 | As of Jun 30, 2025 . |
| RSUs vested and converted | 9,800 | Nov 3, 2025; vest from Nov 5, 2024 grant (half at 6 months, half at 1 year) . |
| Ownership guidelines | 3x annual cash retainer ($150,000) target; 5-year compliance window; current directors either meet or are within window | Policy overview . |
| Hedging/Pledging | Prohibited for directors | Insider Trading Policy . |
Insider Trades
| Date | Type | Shares | Price | Value | Post-Transaction Holdings |
|---|---|---|---|---|---|
| May 14, 2025 | Open-market purchase | 5,000 | $2.33 | $11,650 | 24,799 shares after purchase . |
| Nov 3, 2025 | RSU vesting/conversion | 9,800 | — | — | RSUs converted to common shares per vest schedule . |
Governance Assessment
- Strengths: Independent director with deep semiconductor/IoT operating and M&A experience; perfect attendance; anti-hedging/anti-pledging policy; director equity grants align incentives; ownership guideline in place; no legal proceedings disclosed .
- Shareholder alignment: Purchased shares in May 2025; annual director RSUs vest on short intervals to maintain alignment; say-on-pay support at 86.9% in 2024 indicates favorable investor sentiment on compensation practices .
- Potential conflicts/RED FLAGS:
- Activist nomination via 180 Degree Capital cooperation agreement; includes board-size cap and voting commitments, which can influence board dynamics and independence perceptions. Monitor continuation/renewal terms and any replacement appointment rights .
- Prior interlocks with fellow director Kevin Palatnik at Adesto and Parabellum; while historical, interlocks can affect oversight dynamics. No related-party transactions disclosed, and Audit Committee must approve any such transactions .
- Overall: Governance quality appears sound with independence, attendance, and alignment practices. Keep focus on the cooperation agreements’ terms and any evolving engagements with shareholder groups, as these can signal strategic shifts or concentrated influence .