John Kibarian
PDF SOLUTIONSAbout John Kibarian
John K. Kibarian, Ph.D., is co‑founder, President (since 1991) and CEO (since 2000) of PDF Solutions; he is 61 and has served as a director since 1992 . 2024 operating performance included revenue of $179.5M (+$13.6M YoY) and adjusted EBITDA of $38.8M (used for incentive calculations) . Over 2020–2024, the Company’s “value of $100 invested” (TSR) stood at $160 for 2024 versus $151 for the peer index; GAAP net income was $4.1M in 2024 .
| 2024 Performance Snapshot | Value |
|---|---|
| Revenue ($) | $179.5M |
| YoY Revenue Change ($) | +$13.6M |
| Adjusted EBITDA ($) | $38.8M (for incentives) |
| “$100 Invested” TSR (Company/Peer) | $160 / $151 |
| GAAP Net Income ($) | $4.1M |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PDF Solutions | President | 1991–Present | Co‑founder; long‑tenured operating leader shaping strategy and execution |
| PDF Solutions | Chief Executive Officer | 2000–Present | Led transition to data/analytics for semis; long‑term growth focus |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Electronic System Design (ESD) Alliance | Governing Council Member | 2019–Present | Industry engagement and ecosystem influence |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 426,667 | 447,500 | 450,000 |
| Discretionary Bonus ($) | 220,000 | 39,577 | 42,699 |
| Stock Awards ($) | — | — | — |
| Non‑Equity Incentive Plan ($) | — | 90,423 | 82,698 |
| All Other Compensation ($) | 7,953 | 18,419 | 14,286 |
| Total ($) | 654,620 | 595,919 | 589,683 |
Note: As a founder, Dr. Kibarian has not received an equity grant since 2003 by his request to conserve shares for broader employee awards .
Performance Compensation
PDF Solutions’ annual cash incentive program pays 50% based on PPCP metrics and 50% at CHCM Committee discretion .
- 2024 PPCP metrics and outcome
- Metrics: Positive YoY revenue growth, positive adjusted EBITDA, and minimum performance rating threshold .
- Results: Achieved (revenue +$13.6M; adjusted EBITDA $38.8M); corporate factor 61.3% .
- 2024 individual discretionary component: Committee assessed CEO’s strategic leadership and limited payout at his request to preserve pool funds .
| 2024 CEO Target/Payout | Value |
|---|---|
| Target Bonus (% of Salary) | 60% |
| Target Bonus ($) | $270,000 |
| PPCP Payout ($) | $82,698 |
| Discretionary Payout ($) | $42,699 |
| Total Payout ($) | $125,397 |
| Payout as % of Target | 46.4% |
| 2024 Incentive Framework | Weight | Target/Threshold | Actual |
|---|---|---|---|
| PPCP: YoY Revenue Growth | 50% of bonus | Positive YoY growth | +$13.6M; Achieved |
| PPCP: Adjusted EBITDA | 50% of bonus (PPCP portion shared) | Positive adjusted EBITDA | $38.8M; Achieved |
| PPCP Corporate Factor | Applies to PPCP | — | 61.3% |
| Discretionary Component | 50% of bonus | Committee assessment | $42,699 (capped at CEO request) |
Program design guardrails:
- Clawback: Policy adopted Feb 2023; updated Nov 2023 to meet Nasdaq; Apr 2024 expanded to all equity (time‑ and performance‑based) .
- No perquisites or tax gross‑ups; CEO equity foregone since 2003 at his request .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 2,562,474 |
| Ownership (%) of 39,138,992 shares outstanding | 6.55% |
| Held Directly (sole voting/dispositive) | 39,718 |
| Held via The John Kibarian and Gloria Chen Trust (shared power) | 2,522,756 |
| Unvested RSUs | 0 (none outstanding) |
| Options (exercisable/unexercisable) | 0 / 0 |
| Stock vested in 2024 | None for CEO |
| ESPP participation | CEO not eligible; 0 purchased |
| Stock Ownership Guideline | CEO: 6x base salary; must hold 100% of net shares for 12 months after vest/exercise |
| Guideline Compliance | All Section 16 officers meet or are within allowed timeframe |
| Hedging/Pledging | Hedging/short sales prohibited; pledging/margin discouraged by policy |
Implications:
- Strong alignment via 6.55% ownership; minimal forced selling pressure (no unvested awards vesting) .
- Governance policies restrict hedging and discourage pledging, reducing alignment risk .
Employment Terms
| Provision | Disclosure |
|---|---|
| Employment Agreement | Not disclosed for CEO; Company indicates no severance agreements for current NEOs other than CFO |
| Severance | None specific to CEO disclosed (CFO terms detailed separately) |
| Change‑in‑Control (CIC) | Equity plan provides acceleration if awards are not assumed or upon qualifying termination within 24 months post‑CIC; CEO currently has no unvested awards to accelerate |
| Non‑compete/Non‑solicit | Not disclosed |
| Clawback | In effect and expanded to all equity; plan awards subject to Compensation Recovery Policy |
| Other | No perquisites; no tax gross‑ups |
Board Governance (Director Service and Dual‑Role Considerations)
- Director since 1992; Class III nominee in 2025; non‑independent; no committee assignments .
- Board structure separates CEO and Chair; Chair position vacant with a robust Lead Independent Director role (Joseph R. Bronson) overseeing agendas, executive sessions, and CEO evaluation .
- Board independence: 6 of 8 directors are independent; all committee members are independent; 98% average Board/committee meeting attendance in 2024 (six Board meetings; fifteen committee meetings) .
- Committees: Audit; Compensation & Human Capital Management (CHCM); Nominating & Corporate Governance (NCG) — CEO is not on committees .
Dual‑role implications: While CEO also serves as a director, independence concerns are mitigated by a Lead Independent Director with defined authority, fully independent committees, and regular executive sessions of independent directors .
Director/Committee Practices, Peer Group, and Say‑on‑Pay
- CHCM Committee is fully independent; did not retain a compensation consultant in 2024; uses a technology peer group for benchmarking (peer list defined in CD&A) .
- Annual say‑on‑pay held; CHCM considers investor feedback in program design .
Related Party Transactions and Red Flags
- The company reports no related party transactions requiring disclosure for 2024 .
- Stock plan governance: no repricing without stockholder approval; no discounted options; no single‑trigger CIC acceleration; no evergreen; no tax gross‑ups; dividends not paid on unvested awards .
Investment Implications
- Alignment: Founder‑CEO with 6.55% ownership and no ongoing equity grants produces strong owner alignment and minimal near‑term selling pressure from vesting; hedging banned and pledging discouraged .
- Incentive quality: Cash incentives tie to profitable growth (YoY revenue and positive adjusted EBITDA) plus a discretionary component; 2024 payout at 46.4% of target reflects moderate achievement and disciplined cash bonus governance (CEO voluntarily reduced discretionary payout) .
- Retention/CIC risk: With no severance package and no unvested equity, CEO exit costs are limited; however, high founder ownership suggests strong retention and continuity incentives .
- Governance: Separation of CEO and Board leadership via Lead Independent Director with strong committee independence and high attendance supports oversight quality .