Andrzej Strojwas
PDF SOLUTIONSAbout Andrzej Strojwas
Andrzej Strojwas, Ph.D., is Chief Technology Officer of PDF Solutions. He joined as an employee in July 2021 (VP & Technical GM) and was appointed CTO in December 2021; age 72 as of FY2024 per the 10-K. He holds an M.S. in Electronic Engineering (Warsaw Technical University) and a Ph.D. in Electrical Engineering (Carnegie Mellon). Company performance during his tenure includes GAAP revenue growth of $13.6 million in 2024 (to $179.5 million) with positive adjusted EBITDA of $38.8 million; 2023 GAAP revenue growth was $17.3 million with adjusted EBITDA of $38.6 million. TSR (value of $100 initial investment) measured at year-end was $160 in 2024 versus peer group $151, and $190 in 2023 versus peer group $152 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PDF Solutions | Technical Advisor; Chief Technologist | 1997–2021 | Foundational technical leadership before joining as employee |
| PDF Solutions | VP & Technical General Manager | Jul 2021–Dec 2021 | Operational transition to executive role |
| PDF Solutions | Chief Technology Officer | Dec 2021–present | Oversees technology strategy and partner relationships |
External Roles
| Organization | Role | Years |
|---|---|---|
| Carnegie Mellon University | Keithley Professor of ECE | Oct 1982–Jul 2021 |
| Harris Semiconductor, AT&T Bell Labs, Texas Instruments, NEC, Hitachi, SEMATECH, KLA | Senior technical positions | Various (prior to 2021) |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Target Bonus ($) |
|---|---|---|---|
| 2024 | 369,000 | 50% | 184,500 |
| 2023 | 366,750 | 50% | 184,500 |
| 2022 | 357,500 | 50% (set for 2022 per program) | 180,000 |
Notes:
- Base salaries for Kibarian, Michaels, Strojwas were unchanged in 2024; CFO increased to $400,000 effective April 1, 2024 .
- No perquisites and no tax gross-ups are provided to executive officers .
Performance Compensation
Annual Cash Incentive Design (PPCP and Discretionary)
- PPCP metrics: Positive YoY GAAP revenue growth; Positive Adjusted EBITDA; Performance rating above “DM”; payouts scaled by corporate bonus pool funding (“corporate factor”) .
- 50% of each NEO’s annual cash incentive payout is based on strategic contributions (leadership on strategic initiatives, partner/customer relationships, bookings/revenue) .
| Year | Corporate Factor (%) | PPCP Goal Achievement | Target Incentive ($) | PPCP Payout ($) | Discretionary Payout ($) | Total Bonus ($) | Notable Strategic Contributions |
|---|---|---|---|---|---|---|---|
| 2024 | 61.3% | 100% | 184,500 | 56,510 | 25,270 | 81,780 | Initial impact on strategic initiatives; continued progress on key partner relationships |
| 2023 | 66.98% | 100% | 184,500 | 61,789 | 48,211 | 110,000 | Leadership; building key partner relationships |
Long-Term Equity Incentive Awards (RSUs)
- 2024 grants: 10,000 RSUs granted July 1, 2024; grant date fair value $357,400. Vesting: 12.5% six months after 7/1/2024 and 12.5% every six months thereafter until fully vested, subject to continued service .
- 2023 grants: 10,000 RSUs granted July 1, 2023; grant date fair value $451,000. Same 12.5% semiannual vesting cadence .
- Company did not grant performance-based equity awards in 2024; no stock options granted to NEOs in 2024 .
| Grant Effective Date | Units | Grant Date Fair Value ($) | Vesting Cadence |
|---|---|---|---|
| 7/1/2024 | 10,000 | 357,400 | 12.5% every six months post grant |
| 7/1/2023 | 10,000 | 451,000 | 12.5% every six months post grant |
Stock Vested
| Year | RSUs Vested (#) | Value Realized ($) |
|---|---|---|
| 2024 | 17,500 | 590,125 |
| 2023 | 17,500 | 650,250 |
Equity Ownership & Alignment
- Beneficial ownership (as of April 21, 2025): 59,130 shares; percent of class reported as “*” (<1%). Shares outstanding 39,138,992; computed ownership ≈0.15% (59,130 ÷ 39,138,992) .
- Stock ownership guidelines: Section 16 officers must own shares equal to 2× base salary (CEO 6×); all currently serving executive Section 16 officers meet requirements or have time remaining to do so .
- Hedging/pledging: Hedging transactions are prohibited; company recommends not margining or pledging company stock .
| Ownership Detail | Value |
|---|---|
| Shares beneficially owned | 59,130 |
| Shares outstanding (basis for % calc) | 39,138,992 |
| % of shares outstanding (computed) | ~0.15% (59,130 / 39,138,992) |
| Compliance with ownership guidelines | Meets or has time remaining per policy |
Outstanding Equity (as of Dec 31, 2024)
| Grant Effective Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 7/1/2021 | 2,500 | 67,700 |
| 1/1/2022 | 11,250 | 304,650 |
| 7/1/2022 | 5,000 | 135,400 |
| 7/1/2023 | 7,500 | 203,100 |
| 7/1/2024 | 10,000 | 270,800 |
Note: Market value calculated using $27.08 closing price on Dec 31, 2024 .
Employment Terms
- Severance: No individual severance agreements for NEOs other than CFO; equity plan provides change-in-control protections (see below) .
- Change-in-control (2011 Stock Incentive Plan): If awards are not assumed/substituted, unvested awards fully vest; performance awards deemed at 100% target. If awards are assumed, full vesting upon termination without cause within 24 months post-CIC. Estimated accelerated value for Strojwas: $981,650 as of Dec 31, 2024 .
- Clawbacks: Not specifically disclosed in proxy; Insider Trading & Disclosure Policy governs trading conduct (includes hedging prohibitions) .
- Pensions/Deferred comp: No defined benefit pension; no non-qualified deferred compensation arrangements for NEOs in 2024 .
Performance & Track Record
| Measure | 2024 | 2023 |
|---|---|---|
| GAAP Revenue Growth (YoY, $mm) | +$13.6 | +$17.3 |
| Adjusted EBITDA ($mm) | $38.8 | $38.6 |
| Net Income ($mm) | $4.1 | $3.1 |
| Company TSR (Value of $100) | $160 | $190 |
| Peer Group TSR (Value of $100) | $151 | $152 |
- Compensation peer group: 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 .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total compensation $822,296 comprised of salary $369,000, PPCP $56,510, discretionary bonus $25,270, RSUs grant-date fair value $357,400, other $14,116; similar structure in 2023 ($941,266) and 2022 ($1,711,216) with larger equity grants in 2022 .
- Shift to RSUs: Company grants RSUs (no performance-based equity in 2024; no options granted to NEOs in 2024), reflecting lower risk than stock options .
- Pay-for-performance: PPCP driven by GAAP revenue growth and adjusted EBITDA; Strojwas’ 2024 total bonus paid was 44.3% of target, aligned with a 61.3% corporate factor and 100% goal achievement .
- Governance: No perquisites; no tax gross-ups; strong say-on-pay support (>99%) at most recent meeting .
Say-on-Pay & Shareholder Feedback
- Most recent advisory vote support: More than 99% approval of NEO compensation program .
Expertise & Qualifications
- Degrees: M.S. (Warsaw Technical University), Ph.D. (Carnegie Mellon) .
- Technical expertise: Deep semiconductor process, EDA/analytics, advanced manufacturing across leading firms (TI, NEC, Hitachi, SEMATECH, KLA, AT&T Bell Labs) .
- Industry recognition: Long-serving endowed professorship; extensive senior technical roles .
Performance Compensation (Detailed Table)
| Metric | Weighting | Target | Actual | Payout Impact | Vesting/Timing |
|---|---|---|---|---|---|
| GAAP Revenue Growth (2024 PPCP) | Part of PPCP (corporate factor) | Positive YoY growth | +$13.6mm | Supported corporate factor 61.3% | 2024 PPCP paid Mar 2025 |
| Adjusted EBITDA (2024 PPCP) | Part of PPCP | Positive Adjusted EBITDA | $38.8mm | Supported corporate factor 61.3% | 2024 PPCP paid Mar 2025 |
| Individual Performance Rating | Part of PPCP | Above “DM” | Achieved (all NEOs above threshold) | Eligible for PPCP payout | |
| Strategic Contributions | 50% of annual cash incentive | Qualitative leadership/relationships | Initial impact on initiatives; partner progress | 2024 discretionary $25,270 | Paid Mar 2025 |
Investment Implications
- Alignment: Strojwas’ equity grants are modest relative to founders; semiannual RSU vesting and strong insider policy (no hedging; pledging discouraged) reduce misalignment risk; ownership ≈0.15% indicates skin-in-the-game, with policy requiring 2× salary ownership for Section 16 officers .
- Retention: No bespoke severance; CIC equity acceleration is standard plan-based and double-trigger if assumed; ongoing semiannual RSU vesting supports retention while limiting golden parachute risk (CIC value $981,650) .
- Pay-for-performance: Bonus outcomes track corporate funding and financial goals; 2024 total bonus at 44.3% of target suggests disciplined payouts despite growth, aligning with focus on profitable expansion (positive revenue growth, adjusted EBITDA) .
- Trading signals: 17,500 RSUs vested in both 2023 and 2024 with substantial value realization; monitor future Form 4 filings around semiannual vest dates for potential selling pressure; hedging prohibited and pledging discouraged mitigate adverse signals .