Michael Gustafson
PDF SOLUTIONSAbout Michael B. Gustafson
Independent director since 2018 (age 58), Gustafson chairs PDF Solutions’ Compensation & Human Capital Management (CHCM) Committee and serves on the Audit Committee. He is deemed independent under Nasdaq and SEC rules, attended at least 75% of Board/committee meetings with 100% average attendance on CHCM/Audit in 2024, and brings 30+ years of leadership across infrastructure and software companies, including CEO and SVP roles at public tech firms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Digital | Senior Vice President | 2013–2016 | Led business lines in storage; brings large-cap operating rigor to PDFS |
| Virident Systems | Chief Executive Officer & Chairman | 2012–2013 | CEO through exit; experience with growth and M&A relevant for CHCM oversight |
| Hitachi Data Systems | SVP & GM, File & Content Business | 2011–2012 | Enterprise go-to-market; informs sales/strategy oversight |
| BlueArc Corporation | Chief Executive Officer & Director | 2004–2011 (to acquisition by HDS) | Public-company CEO experience; board/CEO perspective |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Druva, Inc. | Chairman | 2016–present | Private | Cloud data protection; chairman leadership |
| Carve Your Destiny, LLC | Sole Member | 2016–present | Private | Personal entity |
| Reltio Inc. | Independent Director | 2016–present | Private | SaaS data management |
| Indico Data Systems | Independent Director | 2022–present | Private | AI/ML document processing |
| Auvik Networks | Independent Director | 2023–present | Private | Network management software |
| Matterport, Inc. | Director | 2021–2025 | Public (acquired by CoStar in 2025) | Recent public board experience |
| Everspin Technologies, Inc. | Director | 2017–2022 | Public | Semiconductor memory |
Board Governance
- Committee assignments: CHCM (Chair); Audit (Member). All members of CHCM and Audit were independent in 2024; CHCM held 7 meetings and Audit held 5, with 100% average attendance for both .
- Independence: Board determined Gustafson is independent under Nasdaq and SEC rules .
- Attendance: All incumbent directors attended ≥75% of Board/committee meetings; overall Board/committee attendance averaged 98%. All eight directors attended the 2024 annual meeting .
- Overboarding policy: Limit of ≤3 other public boards (≤1 for employee directors); Board determined all directors, including Gustafson, were in compliance for 2025 nominations .
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Element | Amount/Structure | Vesting/Timing | Source Detail |
|---|---|---|---|
| Board cash retainer | $40,000 | Paid quarterly | Program table |
| Lead independent director premium | N/A for Gustafson | — | Program table (applies to LID only) |
| Committee chair fee (CHCM) | $10,000 | Paid quarterly | Program table |
| Committee member fee (Audit) | $7,500 | Paid quarterly | Program table |
| Cash actually paid (Gustafson) | $57,500 | 2024 | Director comp table |
| Annual equity grant (RSUs) | Target value $150,000 | 1/12 monthly over 12 months | Program table |
| 2024 RSU grant size (each director) | 4,382 RSUs (granted July 1, 2024) | As above | Footnote (uniform grant size) |
| Grant-date fair value (Gustafson) | $156,613 | FASB ASC 718 | Director comp table |
| Unvested RSUs outstanding (12/31/24) | 2,190 | Remainder of annual grant | Footnote |
| Options outstanding | None | — | Footnote |
Performance Compensation
| Item | Details |
|---|---|
| Performance-based director pay | None disclosed; non-employee director equity awards are time-based RSUs only (no PSU metrics) |
| Change-in-control treatment | Separate director Acceleration Agreements: all stock awards for each named director (incl. Gustafson) vest in full upon a change in control (single-trigger) |
| Clawback | All awards under the Stock Incentive Plan are subject to the Company’s Compensation Recovery Policy; compliance with Code of Ethics/policies is a precondition to vesting |
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Current/Recent public boards | Matterport, Inc. (2021–2025; acquired), Everspin Technologies, Inc. (2017–2022) |
| CHCM interlocks (2024) | None; no CHCM member served as an officer of PDFS or had relationships requiring Item 404 disclosure; no reciprocal comp committee interlocks with PDFS executives at other companies |
Expertise & Qualifications
- 30+ years leading technology companies across infrastructure and software; prior CEO and senior operating roles at BlueArc, Virident, Hitachi Data Systems, and Western Digital .
- Brings go-to-market, product, and M&A experience; provides strategic input and oversight to management and pay programs as CHCM Chair .
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Beneficial ownership (Form 14A) | 21,479 shares (<1%); includes 730 RSUs vesting within 60 days | As of April 21, 2025 |
| Unvested RSUs outstanding | 2,190 RSUs | As of Dec 31, 2024 |
| Options | None | As of Dec 31, 2024 |
| Insider open-market buy | 4,000 shares | Feb 24, 2025 Form 4 |
| Insider open-market buy | 7,500 shares at $19.45 ($145,875) | May 13, 2025 Form 4; post-transaction holding 30,074 shares |
| Director ownership guidelines | 5x the regular cash Board retainer; 5-year compliance window; as of April 21, 2025, each non-employee director either satisfied the requirement or has time remaining | Policy and status statement |
| Pledging/hedging | Not disclosed in proxy; no related-party transactions in 2024 | Related-party section |
Governance Assessment
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Strengths
- Independent CHCM Chair with deep operating experience; CHCM and Audit committees fully independent, with strong attendance (100% average) .
- Director pay structure balanced: modest cash retainers, majority equity via annual time-based RSUs; no options; equity subject to clawback per policy .
- No CHCM interlocks; no 2024 related-party transactions; overboarding policy in place and directors in compliance at renomination .
- Insider open‑market purchases in Feb and May 2025 increase alignment and are positive ownership signals .
-
Watch items / potential red flags
- Director “Acceleration Agreements” provide single‑trigger full vesting upon change in control, which some investors view as less aligned than double‑trigger constructs .
- Director equity is time‑based (no performance conditions); however, amounts are moderate and vest over one year .
-
Additional context for pay-for-performance oversight
- As CHCM Chair, Gustafson oversees executive pay programs tied to company performance (e.g., YoY revenue growth and Adjusted EBITDA under the PPCP), blending objective metrics with discretionary assessment of strategic contributions .
Overall, governance signals are favorable: independent leadership in key committees, strong attendance, no interlocks or related‑party issues, and incremental insider buying. The single‑trigger change‑in‑control vesting for directors should be weighed against otherwise shareholder-friendly equity plan features (no repricing, no evergreen, clawback, no tax gross-ups) .