Saleel Awsare
About Saleel Awsare
Saleel Awsare, 60, is President, Chief Executive Officer, and Director of Lantronix (since November 20, 2023), with prior leadership roles at Synaptics (SVP/GM across multiple divisions), Conexant (President), and Nuvoton (GM of Audio & Voice) focused on enterprise, mobile, and IoT markets; the proxy does not disclose formal education details . Under his tenure to date, pay-for-performance mechanics resulted in zero annual bonus (FY2025 non‑GAAP net income at ~33% of target) and zero vesting of FY2025 financial PSUs (Revenue CAGR −23% and non‑GAAP EPS CAGR −65% vs thresholds), while relative TSR PSUs remain outstanding over a three‑year period; Lantronix’s cumulative TSR metric used in pay-versus-performance disclosures stood at $53.35 for a $100 initial investment through FY2025 period end and FY2025 net income was −$11.373 million . Awsare beneficially owns 447,960 shares (1.1% of outstanding), comprised of 291,208 shares owned and 156,752 rights to acquire within 60 days, aligning him with shareholders; pledging and hedging are prohibited under company policy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Synaptics Incorporated | SVP & GM, Enterprise & Mobile Division | Sep–Nov 2023 | Oversight of enterprise/mobile portfolio immediately prior to joining LTRX |
| Synaptics | SVP & GM, PC & Peripherals | Aug 2020–Sep 2023 | Drove PC/peripherals strategy and operations |
| Synaptics | SVP & GM, IoT Division | Apr 2019–Jul 2020 | Led IoT growth initiatives |
| Synaptics | SVP, Corp. Marketing & IR | Oct 2018–Apr 2019 | Investor and marketing leadership pre‑GM roles |
| Synaptics | Corporate VP & GM, Audio & Imaging Products | Aug 2017– | Built audio/imaging franchise post‑Conexant acquisition |
| Conexant Systems, LLC | President | Mar 2016–Aug 2017 | Led company through sale to Synaptics |
| Conexant Systems, LLC | SVP & GM, Audio & Imaging | Apr 2012–Mar 2016 | Drove category growth in audio/imaging |
| Nuvoton Technology | President, U.S. Operations & GM, Audio & Voice | Dec 2008–Mar 2012 | Managed U.S. operations and audio/voice solutions |
External Roles
- None disclosed in the proxy for Awsare (public company directorships/committees) .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 298,077 | 500,000 |
| Target Bonus % of Salary | 100% (per employment agreement) | 100% |
| Actual Annual Bonus ($) | 204,167 (non‑equity incentive comp) | 0 (threshold not met) |
| Sign‑on Bonus ($) | 136,000 total; installments paid during FY2024 and FY2025 as disclosed (e.g., 90,666 FY2024; 45,334 FY2025) | 45,334 |
Performance Compensation
Annual Cash Incentive (Bonus Program – FY2025)
| Metric | Target | Actual | Payout |
|---|---|---|---|
| Company non‑GAAP net income | $16,591,000 | ~33% of target | 0% of target (no bonuses earned) |
| CEO Target/Cap | 100% of salary; cap 200% | — | 0% |
Equity Awards – Structure and Metrics (FY2025 program design)
| Award type | Weighting | Core metrics and targets | Payout/vesting mechanics |
|---|---|---|---|
| Financial PSUs | ~1/3 of CEO’s annual equity | Revenue CAGR and non‑GAAP EPS CAGR vs prior year; payout matrix up to 200% | Three one‑year tranches across FY2025–FY2027; each tranche pays 0–200% of target; requires continued service |
| Relative TSR PSUs | ~1/3 of CEO’s annual equity | TSR vs Russell Microcap Index (3‑year period) | 0% below 50th percentile; 50% at 50th; 200% at ≥75th; linear interpolation; 3‑year cliff; service requirement |
| Time‑based RSUs | ~1/3 of CEO’s annual equity | N/A (service-based) | 1/3 on Jul 1, 2025; remainder vests quarterly; fully vested Jun 1, 2027 |
FY2025 Outcomes and Vesting Schedules (key grants)
| Grant | Grant date | Target shares | Metric(s) | FY2025 result | Vesting schedule / notes |
|---|---|---|---|---|---|
| Financial PSUs (annual) | Jul 1, 2024 | 69,894 | Revenue CAGR, non‑GAAP EPS CAGR | FY2025 tranche: 0% (Revenue CAGR −23%; EPS CAGR −65%) | FY2025–FY2027 annual measurement; service requirement |
| Relative TSR PSUs (annual) | Jul 1, 2024 | 69,894 | Relative TSR vs Russell Microcap (3 years) | No vesting in FY2025 (measured over 3 years) | Vests based on 3‑yr relative TSR; 0–200% scale |
| RSUs (annual) | Jul 1, 2024 | 69,894 | Service | Vests 1/3 on Jul 1, 2025; remainder quarterly; fully vested by Jun 1, 2027 | Time‑based retention |
| New‑hire RSUs (inducement) | Nov 20, 2023 | 313,504 | Service | — | 50% on Nov 1, 2025; 50% on Nov 1, 2026 |
| New‑hire Financial PSUs (inducement) | Nov 20, 2023 | 235,127 target noted; portions reflected as eligible | Revenue CAGR, non‑GAAP EPS CAGR; FY2024 16%, FY2025 42%, FY2026 100% allocation; 3‑yr TSR modifier for FY2026 portion | FY2025 tranche vested 0% (below threshold: Revenue CAGR −3%; EPS CAGR −23%) | Service requirement applies; performance by year; TSR modifier on FY2026 allocation |
| New‑hire Relative TSR PSUs (inducement) | Nov 20, 2023 | 223,931 shown as unearned eligible amount at 50% of target for table purposes | 3‑yr TSR vs Russell Microcap; special CIC treatment | In‑flight (performance tracking below threshold as of 6/30/25; table reflects 50% for disclosure) | Early determination on CIC; time‑based vesting deemed met upon qualifying termination |
FY2026 grant mix updated to 50% RSUs, 25% Financial PSUs, 25% TSR PSUs to “align more closely” and be a “more prudent” use of equity .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 291,208 shares owned; 156,752 rights to acquire; total 447,960 (1.1% of outstanding as of Sep 8, 2025) |
| Outstanding unvested CEO awards (6/30/25) | 313,504 RSUs (inducement); 69,894 RSUs (annual); 70,538 Financial PSUs (inducement FY2026 allocation eligible); 223,931 Relative TSR PSUs (inducement – eligible); 23,298 Financial PSUs (FY2026–2027 eligible); 34,947 Relative TSR PSUs (annual – eligible) |
| Options | None outstanding for named executive officers as of 6/30/25 |
| Anti‑hedging/anti‑pledging | Hedging and pledging prohibited for officers/directors |
| Executive ownership guidelines | None established for executives; director guidelines exist for non‑employee directors only |
Employment Terms
| Term | Core economics / protection |
|---|---|
| Start date; status | Employment agreement dated Oct 31, 2023; start Nov 20, 2023; at‑will |
| Base/bonus | Initial base salary $500,000; target annual bonus 100% of salary |
| Sign‑on; relocation | $136,000 sign‑on (three installments); relocation reimbursement up to $100,000 (repayable if employment ends within two years) |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason: 1x base salary; prior‑year bonus (if any) plus 100% of target bonus for year of termination; up to 12 months COBRA; accelerate time‑based equity scheduled to vest within 12 months; treat performance awards as if service continued 12 months (performance still applies) |
| Severance (CIC double‑trigger) | If qualifying termination within 60 days before–24 months after CIC: 2x base salary; prior‑year bonus (if any) plus 200% of target bonus for year of termination; up to 24 months COBRA; full vesting of all time‑based awards; performance awards keep performance measurement per award (service conditions deemed met) |
| CIC treatment of PSUs | For annual PSUs, if CIC occurs, outstanding performance periods shorten and are measured through end of prior fiscal quarter or at least target, with time‑based vesting deemed met upon qualifying termination or if awards not assumed; special TSR PSU CIC rules for inducement grants |
| Clawback | Executive compensation recovery policy aligned with SEC/Nasdaq for accounting restatements |
| Hedging/pledging | Prohibited |
Board Governance (Awsare as Director)
- Role and independence: Awsare is CEO and a director (since 2023); he is not independent; the board maintains an independent Chairman (Hoshi Printer), separating CEO and Chair roles .
- Committees: Awsare serves on no board committees; all committees comprised of independent directors .
- Attendance and executive sessions: Board met 15 times in FY2025; each director attended 100% of meetings; regular executive sessions are held without management .
- Governance practices: Majority‑independent board; anti‑hedging/pledging; code of conduct; whistleblower hotline .
Director Compensation Context
- As an employee‑director, Awsare receives no additional director fees; non‑employee director pay program is detailed separately and excluded from Awsare’s compensation .
Multi‑Year Compensation Summary (CEO: Saleel Awsare)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | 298,077 | 500,000 |
| Bonus ($) | 90,666 (sign‑on installments) | 45,334 (sign‑on installment) |
| Stock Awards ($, grant‑date fair value) | 5,488,377 | 892,546 |
| Non‑Equity Incentive Plan Comp ($) | 204,167 | — |
| All Other Comp ($) | 5,006 | 4,495 |
| Total ($) | 6,086,293 | 1,442,375 |
Pay Versus Performance Indicators
| Indicator | FY 2024 | FY 2025 |
|---|---|---|
| Compensation Actually Paid to CEO #3 ($) | 4,071,910 | 113,669 |
| Value of $100 investment (LTRX TSR metric) | 65.99 | 53.35 |
| Net Income ($ millions) | (4.52) | (11.373) |
Compensation Structure Analysis
- Strong pay-for-performance: FY2025 annual bonus paid 0% and FY2025 financial PSU tranche vested 0% given miss on non‑GAAP net income (~33% of target) and negative Revenue/EPS CAGRs (−23%/−65%), evidencing downside sensitivity in design .
- Equity mix evolution: For FY2026, mix shifts to 50% RSUs (from ~33% RSUs in FY2025) with 25%/25% PSUs (financial/TSR), modestly de‑risking equity and increasing retention emphasis amid stock underperformance .
- Shareholder-friendly terms: Double‑trigger CIC; no tax gross‑ups; prohibition on option repricing; clawback policy implemented per SEC/Nasdaq .
- Governance support: 2024 say‑on‑pay approval ~86.9% indicates shareholder acceptance of program .
Vesting Schedules and Potential Supply Overhang (Select)
| Award | Key vest dates |
|---|---|
| New‑hire RSUs (313,504) | 50% on Nov 1, 2025; 50% on Nov 1, 2026 |
| FY2025 RSUs (69,894) | 1/3 on Jul 1, 2025; remaining vests quarterly through Jun 1, 2027 |
| FY2025 Financial PSUs | FY2025 tranche 0%; FY2026–2027 tranches in flight (subject to future performance) |
| TSR PSUs (inducement & annual) | Measured over 3‑year periods; no FY2025 vesting |
Note: Company policy bars hedging/pledging, and blackout periods limit trading windows; vesting dates indicate potential supply but do not imply intent to sell .
Say‑on‑Pay, Peer Group, and Shareholder Context
- Say‑on‑pay support: 86.9% approval at 2024 annual meeting; FY2025 program maintained similar structure with performance tightening via outcomes .
- Compensation peer group (for FY2025): Includes Digi International, Clearfield, Identiv, MiX Telematics, KVH, PowerFleet, etc., selected for thematic fit and size (targeting ~20 companies) .
- Activist/cooperation agreements: 180 Degree Capital and Chain of Lakes agreements led to board refreshment and require engaging a financial advisor to evaluate strategic alternatives (no obligation to transact), a potential catalyst with CIC implications for executive severance/equity .
Risk Indicators & Red Flags
- Performance shortfall: FY2025 non‑GAAP net income at ~33% of target; −23% Revenue CAGR and −65% non‑GAAP EPS CAGR for FY2025 PSU measurement; zero variable cash payout and 0% FY2025 financial PSU tranche .
- Stock performance headwind: Pay-versus-performance TSR metric at $53.35 for $100 initial investment across the disclosed window; CEO compensation actually paid dropped sharply in FY2025 vs FY2024 due to equity value changes .
- Administrative reporting: Section 16 notes late Form 3 for a director and delayed July 1, 2024 Form 4 filings due to oversight (includes Awsare among recipients reported on July 23, 2024) .
- Mitigants: Anti‑hedging/pledging; clawback; double‑trigger CIC; no option repricing; independent chair .
Employment & Contracts (Key Economics)
| Provision | Non‑CIC | CIC Double‑Trigger |
|---|---|---|
| Cash severance | 1x base salary | 2x base salary |
| Bonus treatment | Prior‑year bonus (if any) + 100% target for year of termination | Prior‑year bonus (if any) + 200% target for year of termination |
| Health benefits (COBRA) | Up to 12 months | Up to 24 months |
| Time‑based equity | Accelerate portion scheduled within 12 months | Full acceleration |
| Performance equity | Service condition treated as +12 months; performance still applies | Service met; performance measured per award (see PSU CIC mechanics) |
Investment Implications
- Near‑term alignment signal: Zero FY2025 bonus and 0% FY2025 financial PSU tranche underscore downside accountability; CEO “compensation actually paid” compressing in FY2025 reflects equity sensitivity and alignment amid underperformance .
- Retention vs. dilution: Large unvested RSU tranches (inducement + annual) support retention but create potential supply at scheduled vesting dates; anti‑pledging reduces forced‑sale risk; no options outstanding for CEO .
- M&A optionality: Board’s engagement of a financial advisor to evaluate strategic alternatives per cooperation agreement increases probability of strategic actions; CEO’s CIC package (2x salary and 200% target bonus, full time‑based equity acceleration) strengthens continuity through transactions but can elevate change-in-control costs .
- Governance quality: Independent chair, all‑independent committees, robust policies (no gross‑ups, anti‑hedging/pledging, clawback); 2024 say‑on‑pay at ~86.9% suggests investor support for design despite recent performance pressure .