Adnan Raza
PDF SOLUTIONSAbout Adnan Raza
Adnan Raza is Executive Vice President, Finance and Chief Financial Officer of PDF Solutions. He joined as EVP Finance in January 2020 and became CFO immediately after the FY2019 10-K filing (February 2020), bringing 20+ years across corporate development (Synaptics), technology investment banking (Goldman Sachs, UBS), strategy advising, and engineering (Lucent) . Education: MBA (Wharton), M.Eng. Electrical Engineering (Cornell), B.S. Electrical Engineering (Valparaiso) . 2024 operating results tied to his tenure included positive year-over-year revenue growth of $13.6 million to $179.5 million and adjusted EBITDA of $38.8 million . Pay-versus-performance disclosures showed the value of an initial $100 shareholder investment at $160 for 2024 and GAAP net income of $4.1 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synaptics Inc. | SVP Corporate Development | Aug 2017–Jun 2019 | Led corporate development; strategic transactions and M&A |
| Synaptics Inc. | VP Corporate Development | Feb 2015–Aug 2017 | Built corporate development function, deal execution |
| Independent Strategy Consultant | Advisor to private/public companies | Jul 2019–Jan 2020 | Advised on strategy; pre-CFO transition |
| Goldman Sachs; UBS | Technology investment banking | Not disclosed | Capital markets and advisory experience |
| Blackreef Capital | Strategic advising | Not disclosed | Strategy advisory |
| Azanda Network Devices; Lucent Technologies | Engineering/Marketing; Engineering | Not disclosed | Technical foundation in networking/telecom |
External Roles
| Organization | Role | Years |
|---|---|---|
| FIDO Alliance | Board Member | Not disclosed |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $355,000 | $385,002 | $397,500 (raised to $400,000 effective 4/1/2024) |
| All Other Compensation ($) | $3,586 | $22,786 | $14,286 |
Notes:
- No perquisites; no tax gross-ups; standard benefits (e.g., life insurance up to lesser of $200,000 or base salary) .
Performance Compensation
| Component | Design | Weighting | Target | Actual 2024 | Payout |
|---|---|---|---|---|---|
| PPCP cash bonus (company metrics) | Requires: positive YoY revenue growth; positive adjusted EBITDA; performance rating above “DM” | 50% of total annual cash incentive | $120,000 | Achieved; corporate funding factor 61.3% | $73,509 |
| Discretionary cash bonus (strategic contributions) | Committee judgment; considered strategic transactions, bookings/revenue activities | 50% of total annual cash incentive | — | Awarded based on contributions | $81,510 |
| RSU equity awards (time-based) | Annual RSUs (no performance-based equity in 2024) | Discretionary | 30,000 RSUs (7/1/2024) | Vests 12.5% every 6 months from grant date | Grant-date fair value $1,072,200 |
2024 PPCP metrics and outcomes:
- Revenue growth and adjusted EBITDA targets met; adjusted EBITDA defined as EBITDA adjusted for bonus expense, stock-based compensation, amortization of intangibles, and certain legal/acquisition/damage costs . Corporate factor: 61.3% .
Multi-Year Compensation Summary (Raza)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $355,000 | $385,002 | $397,500 |
| Bonus – Discretionary ($) | $185,000 | $86,633 | $81,510 |
| Stock Awards – Grant-date FV ($) | $622,500 | $902,000 | $1,072,200 |
| Non-Equity Incentive (PPCP) ($) | — | $78,367 | $73,509 |
| All Other Compensation ($) | $3,586 | $22,786 | $14,286 |
| Total ($) | $1,166,086 | $1,474,788 | $1,639,005 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 15,051 shares; <1% of outstanding |
| Unvested RSUs at 12/31/2024 | 7,500 (2021 grant) valued $203,100; 15,000 (2022) $406,200; 15,000 (2023) $406,200; 30,000 (2024) $812,400; market price $27.08 at 12/31/2024 |
| 2024 RSUs vested | 35,000 shares vested in 2024; value realized $1,154,150 |
| Options | None outstanding for Raza |
| Stock ownership guidelines | Section 16 officers must hold 2× base salary; officers meet requirements or have time remaining; unvested/unexercised equity does not count; computed annually on prior year average price |
| Hedging/pledging | Hedging and short sales prohibited; company recommends not pledging/margining shares; no transfer for value to third-party financial institutions |
Trading dynamics:
- RSU awards vest semi-annually (12.5%), creating predictable Form 4 cadence near early January/July; hedging prohibited and the policy discourages pledging, reducing alignment risk .
Employment Terms
| Provision | Without Change-in-Control | With Change-in-Control (termination without Cause / Disability or resignation with Good Reason within 12 months) |
|---|---|---|
| Vesting acceleration | Additional 6 months of service credited to outstanding unvested equity (effective as of Release deadline) | Immediate vesting of all outstanding unvested equity |
| Cash severance | 6 months base salary (paid over 6 months) | 12 months base salary (lump sum) + additional 50% of then-current base salary (lump sum) |
| Bonus component | Additional amount equal to 50% of prior performance period’s annual cash/discretionary bonus | Not separately specified beyond salary multiples |
| COBRA premiums | Company portion up to 6 months | Company portion up to 12 months |
| Illustrative value (as of 12/31/2024) | Total $668,454 (incl. accelerated RSUs value $372,350) | Total $2,465,088 (incl. accelerated RSUs value $1,827,900) |
| Clawback | Company-wide compensation recovery policy applies to incentive compensation and all equity (performance and time-based) |
Vesting Schedules and Outstanding Awards (as of 12/31/2024)
| Grant | Grant Effective Date | Vesting | Unvested Shares | Market Value |
|---|---|---|---|---|
| RSUs (2021) | 07/01/2021 | 12.5% every six months after grant date | 7,500 | $203,100 |
| RSUs (2022) | 07/01/2022 | 12.5% every six months after grant date | 15,000 | $406,200 |
| RSUs (2023) | 07/01/2023 | 12.5% every six months after grant date | 15,000 | $406,200 |
| RSUs (2024) | 07/01/2024 | 12.5% every six months after grant date | 30,000 | $812,400 |
Compensation Structure Analysis
- Shift toward RSUs (no performance-based equity granted in 2024; all equity time-based), increasing certainty of value vs. options and limiting risk of underwater options; no option repricing allowed without shareholder consent .
- Cash vs. equity mix trending toward equity: grant-date FV stock awards increased from $622,500 (2022) to $1,072,200 (2024) .
- Pay-for-performance cash program maintained: 50% tied to measurable company metrics; 50% discretionary for strategic execution .
- Clawback tightened: policy expanded in 2024 to apply to all equity awards (time-based and performance-based) .
Performance & Track Record
- Strategic contributions credited in 2024: driving bookings/revenue activities and strategic transactions (as evaluated by CHCM Committee) .
- 2020: Signed 8-K announcing close of Cimetrix acquisition, indicating active role in corporate development and integration .
- Company 2024 performance: revenue growth +$13.6M to $179.5M; adjusted EBITDA $38.8M ; pay-versus-performance stockholder return indicator at $160 vs $151 peer group .
Compensation Peer Group; Say-on-Pay
- 2024 peer group used: Agilysys, Ambarella, American Software, Amplitude, CEVA, Couchbase, Credo Technology Group, Domo, eGain, ForgeRock, Ideanomics, Impinj, Matterport, Mitek Systems, Model N, Onto Innovation, SoundThinking, Sumo Logic .
- Say-on-pay support: “More than 99%” of shares cast supported NEO compensation at the most recent annual meeting .
Related Party Transactions; Risk Indicators
- Related party transactions: none disclosed for 2024 .
- Risk mitigants: no perquisites; no tax gross-ups; hedging/short sales prohibited; no evergreen equity provision; individual share limits; no dividends on unvested awards; no single-trigger acceleration except if awards not assumed; double-trigger acceleration under plan and Raza’s agreement .
Equity Ownership & Alignment Detail
| Item | Data |
|---|---|
| Shares outstanding (4/21/2025) | 39,138,992 |
| Raza beneficial ownership | 15,051 shares (<1%) |
| Stock purchase via ESPP (lifetime to 4/21/2025) | 3,002 shares |
| Officer ownership guideline status | Meets or has time remaining to meet; guideline = 2× salary; unvested equity excluded |
Investment Implications
- Alignment: Semiannual RSU vesting and strong clawback/anti-hedging policies support long-term alignment; adherence to officer ownership guidelines reduces shortfall risk .
- Retention risk: Change-in-control protections (12+6 months cash plus full acceleration) are robust; base-case severance (6 months salary, 6 months vesting, bonus component) provides moderate retention incentive without excessive guarantees .
- Trading signals: Watch predictable RSU vest windows (12.5% every six months from each grant); 2024 saw 35,000 RSUs vest, evidencing material periodic supply; hedging is prohibited and pledging discouraged, lowering adverse alignment risk .
- Pay-for-performance: Cash incentive structure maintains a 50% metric-tied component (revenue growth, adjusted EBITDA), with demonstrated achievement in 2024; equity is time-based, so execution must be assessed through fundamentals rather than PSU hurdles .
- Governance quality: No tax gross-ups, no option repricing, double-trigger equity treatment, and an expanded clawback suggest shareholder-friendly practices that reduce compensation-related risk .