Todd DeBonis
PIXELWORKSAbout Todd DeBonis
Todd A. DeBonis is President and Chief Executive Officer of Pixelworks and has served as a Director since April 2016; he previously served as COO (Feb–Apr 2016) and EVP Sales, Marketing & Business Development (Jan–Feb 2016). He is 60, holds a B.S. in Electrical Engineering from the University of Nevada, and brings extensive semiconductor go-to-market and strategic development experience from prior roles at TriQuint, Centillium, Ishoni, Infineon, VisCom, and Electec SoCal . Pixelworks’ TSR declined to a value of 17 (from an initial fixed $100) in 2024, and the company reported net losses of $28.7 million, with only the Home & Enterprise revenue goal met under 2024 PRSUs; the Compensation Committee reduced PRSU payout by 10% based on sub-45th percentile TSR, resulting in 18% of target vesting for 2024 . Revenues have contracted from $70.1 million (FY2022) to $43.2 million (FY2024), while EBITDA remained negative over 2021–2024 (see table; values marked with * are from S&P Global) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TriQuint Semiconductor | Vice President, Global Sales & Strategic Development | 2004–2015 | Led global sales, BD, strategic planning, support, contracts, and marketing; built industry relationships and cross-functional best practices . |
| Centillium Communications | VP Worldwide Sales & Marketing | Not disclosed | Scaled programmable SoC go-to-market and customer engagements . |
| Ishoni Networks | VP Worldwide Sales | Not disclosed | Drove silicon/software solutions sales expansion . |
| Infineon Technologies | Executive roles | Not disclosed | Semiconductor operations experience and decision-making depth . |
| VisCom Corporation | Executive role | Not disclosed | Semiconductor consulting and market insights . |
| Electec SoCal | Executive role | Not disclosed | Regional semiconductor representation and customer access . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Poet Technologies Inc. (TSX-V: PTK) | Director | Until Jan 2018 | Oversight in opto-electronic solutions; cross-industry visibility . |
Fixed Compensation
| Component | 2024 | 2023 |
|---|---|---|
| Base Salary ($) | $471,032 (increased to $473,025 on Apr 1, 2024) | $443,635 |
| Annual Bonus (Actual) | Suspended for 2024 due to expected reduced revenues and cost savings | $172,992 (non-equity incentive plan compensation) |
| Director Fees | None (employee Directors receive no additional compensation) | None |
Performance Compensation
2024 Long-Term Equity Awards
| Award Type | Grant Date | Shares (Target) | Vesting Schedule |
|---|---|---|---|
| RSUs | Mar 20, 2024 | 225,000 | 10% vested Nov 15, 2024; 10% quarterly thereafter through Feb 15, 2027 . |
| PRSUs | Mar 20, 2024 | 225,000 | Three annual tranches for FY2024–FY2026, 0–110% of target based on annual goals and TSR modifier; FY2024 certified by Mar 15, 2025 . |
2024 PRSU Metrics and Payout
| Metric | Weight | Target | Actual | TSR Modifier | Payout (of Target) | 2024 Vested Shares |
|---|---|---|---|---|---|---|
| Mobile Revenue ≥ $46MM | 50% | $46M | Not Achieved | TSR <45th percentile → -10% | 0% × 0.9 = 0% | 0 |
| Home & Enterprise Revenue ≥ $28MM | 20% | $28M | Achieved | TSR <45th percentile → -10% | 20% × 0.9 = 18% | 33,300 (of 225,000) |
| Cinema Revenue ≥ $2MM | 30% | $2M | Not Achieved | TSR <45th percentile → -10% | 0% × 0.9 = 0% | 0 |
| Total | 100% | — | — | — | 18% of target | 33,300 |
Notes:
- TSR modifier: +10% if ≥55th percentile, 0% if 45th–55th, -10% if <45th percentile versus peer group (17 companies listed) .
- Haley F. Aman vested 14,400 PRSUs for 2024 and forfeited 65,600 .
Equity Ownership & Alignment
Beneficial Ownership (as of March 14, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Options Exercisable ≤60 Days | RSUs Vesting ≤60 Days |
|---|---|---|---|---|
| Todd A. DeBonis | 1,452,600 | 2.4% | — | — |
- Director stock ownership requirement: within five years, Directors—including Mr. DeBonis—must own at least $115,000 of common stock, held during tenure .
- Executive holding requirement: CEO/CFO/COO must hold shares received from awards for 12 months after issuance/vesting (net of taxes) .
- Hedging/pledging: Prohibited without prior written pre-clearance (covers hedging, margin, short sales, derivatives, and pledging) .
Outstanding Equity Awards (as of Dec 31, 2024)
| Award | Unvested Units (#) | Market Value ($) | Performance Awards Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| RSUs (various tranches) | 20,000; 125,000; 202,500 | $14,600; $91,250; $147,825 (at $0.73) | — | — |
| PRSUs (FY2024–FY2026 tranches) | — | — | 43,334; 133,334; 225,000 | $31,634; $97,334; $164,250 (at $0.73) |
Settlement and blackout: Certain RSU agreements automatically defer stock delivery if vesting occurs during a trading blackout until the blackout ends, which can shift potential selling windows .
Employment Terms
| Provision | Term |
|---|---|
| Change-of-Control (CoC) and Severance Agreement | Amended and Restated Apr 11, 2019; amended Nov 11, 2024 via Transaction Bonus Agreement . |
| CoC window | Benefits if involuntary termination within 6 months prior to or 24 months after a CoC . |
| Cash severance | Fixed $440,000 (as amended Nov 11, 2024); plus then-current year’s target bonus (or higher pre-CoC target if applicable) . |
| Equity acceleration (CoC) | Accelerated vesting of all outstanding equity awards granted prior to CoC; PRSUs in year of CoC vest per rules (assumed vs not assumed) . |
| Equity acceleration (non-CoC severance) | Accelerated vesting of equity that would vest during 12 months post-termination (specific annual proration for awards with annual vesting) . |
| COBRA benefits | Up to 12 months Company-paid coverage . |
| 280G cutback | Best-net approach: reduce or pay in full to maximize after-tax benefit . |
| PRSU CoC treatment | If assumed: pro-rated vest at closing, remainder quarterly with double-trigger protection; if not assumed or termination at closing: 100% of current-year tranche vests; out-year tranches forfeited . |
| Non-compete/non-solicit | Not disclosed in proxy; skip. |
Transaction Bonus Agreement (Nov 11, 2024)
- Target $400,000; maximum $600,000 based on milestone achievement and Compensation Committee discretion; payable within 30 days of certification and no later than July 31, 2025, subject to continued employment (with limited exceptions for involuntary termination) .
Board Governance
- Board leadership: CEO and Chairman roles are separated; Daniel J. Heneghan is Chairman (independent), and Mr. DeBonis serves as CEO and Director (not independent) .
- Committees: Mr. DeBonis serves on no Board committees; Audit, Compensation, Corporate Governance & Nominating, and Strategy Committees are entirely independent .
- Meetings/attendance: Board met 5 times in 2024; all Directors attended the 2024 Annual Meeting; each Director attended at least 75% of meetings of the Board and relevant committees .
- Director compensation: Employee Directors (e.g., Mr. DeBonis) receive no additional Director compensation; non-employee Director fee and RSU structures disclosed .
Compensation Committee Analysis
- Committee composition: Chaired by C. Scott Gibson; members include Amy L. Bunszel, John Y. Liu, and David J. Tupman; expected post-Annual Meeting members: Gibson (Chair), Dean W. Butler, John Y. Liu .
- Meetings: 6 in 2024 .
- Independent consultant: Compensia engaged in 2024; assessed independent with no conflicts; recommended PRSU design and peer framework .
- Peer group targeting: Company targets midpoint (“50th percentile”) of peer group for total direct compensation, alongside qualitative factors; peer group listed (17 companies) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay approval: 95% approval of votes cast .
- 2025 Annual Meeting results: Say-on-pay approved (For 19,943,697; Against 1,057,402; Abstain 80,429); frequency set to “every year” (votes: 1-year 20,411,590) .
Performance & Track Record Context
- 2024 restructuring: Plan reduced workforce ~16% to align operating expenses with current revenue levels; $1.624 million restructuring expense recognized .
- Reverse stock split: 1-for-12 approved and effected June 6, 2025; proportionate adjustments applied to equity awards and plans .
- Policy controls: Clawback policy aligned with SEC/Nasdaq standards effective Oct 2, 2023; insider trading policy prohibits hedging and pledging without pre-clearance .
Supporting Data: Revenues and EBITDA (FY2021–FY2024)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 55,102,000 | 70,146,000 | 59,677,000 | 43,206,000 |
| EBITDA ($) | -16,450,000* | -13,575,000* | -25,769,000* | -27,346,000* |
Values marked with * retrieved from S&P Global.
Director Compensation (Non-Employee Program Reference)
| Item | Q1 2024 | From Q2 2024 |
|---|---|---|
| Board cash retainer | $11,000/quarter; Chairman $18,000 | $10,000/quarter; Chairman $17,000 |
| Audit Committee | $2,000/quarter; Chair $4,750 | Same |
| Compensation Committee | $1,250/quarter; Chair $2,500 | Same |
| Strategy Committee | $1,250/quarter; Chair $2,500 | Same |
| Corporate Governance & Nominating | $750/quarter; Chair $1,875 | Same |
| Annual RSU grant (continuing directors) | $95,000 / 30-day avg price; vests pre-next AGM or 1-year anniversary | Same |
Note: Mr. DeBonis, as an employee Director, does not receive non-employee Director compensation .
Equity Settlements and Potential Selling Pressure
- RSU cadence: Quarterly vesting on the 15th of Feb/May/Aug/Nov for current awards; 10% quarterly after initial 10% on Nov 15, 2024 through Feb 15, 2027, supporting regular vest supply .
- Blackout deferral: RSU settlements auto-deferred if vest occurs during trading blackout, potentially shifting market supply into open windows .
- Executive post-vesting holding: 12-month mandatory hold reduces near-term sell pressure for shares acquired via executive awards .
- Options: Company-wide options outstanding had zero intrinsic value at 12/31/2024; Mr. DeBonis had no options exercisable within 60 days of Mar 14, 2025 .
Compensation Structure Observations
- Year-over-year shift to at-risk pay: CEO PRSU proportion increased from 44% (2023) to 50% (2024) of total equity awards; annual bonuses were suspended in 2024 consistent with pay-for-performance discipline .
- Performance rigor: 2024 goals tied to specific business segment revenues with TSR modifier versus peer group; only one segment achieved, yielding 18% payout vs target .
- Governance guardrails: No option/SAR repricing without shareholder approval; no tax gross-ups; double-trigger CoC; clawback policy; executive share-holding requirement .
Investment Implications
- Alignment: Pay-for-performance structure is intact—2024 annual bonus suspended, PRSU payout reduced to 18% on underperformance, no tax gross-ups, and double-trigger CoC protections; executive holding requirements and anti-hedging/pledging policies further align incentives with long-term shareholder value .
- Supply dynamics: Quarterly RSU vesting through 2027 and blackout deferrals create predictable potential supply windows, but the 12-month holding requirement for executives limits immediate selling, mitigating near-term overhang from executive settlements .
- Retention and strategic execution: The 2024 Transaction Bonus (up to $600k) indicates Board focus on milestone-driven strategic actions, improving retention incentives amid restructuring and reverse split context; severance terms provide stability while maintaining shareholder-friendly constructs (best-net parachute treatment) .
- Performance risk: Revenues and TSR deteriorated in 2024, and EBITDA remained negative across 2021–2024, underscoring execution risk and the importance of PRSU-linked turnaround metrics; reverse split and Nasdaq compliance efforts suggest continued focus on capital markets positioning .