Donald J. Jaworski
About Donald J. Jaworski
Donald J. Jaworski (age 66) is an independent director of Quantum Corporation and serves as Chairman of the Board (appointed June 2, 2025). He previously served as Lead Independent Director from August 15, 2024 to June 1, 2025 and was appointed to the Board in November 2022. He holds a B.S. in Computer Science from Bowling Green State University and an MBA from Santa Clara University, with deep operating leadership across storage, networking, and enterprise software .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SwiftStack, Inc. | Chief Executive Officer | Jan 2015 – Mar 2020 (acquired by NVIDIA) | Led open-source cloud data management; scaled large data apps |
| NetApp, Inc. | SVP & GM, Core Platform | Aug 2010 – Jan 2012 | Led transition to scale‑out systems |
| Brocade Communications | Senior Vice President, Product | Not specified | Product leadership; go‑to‑market experience |
| Nokia | General Manager, Enterprise Security BU | Not specified | Ran enterprise security business unit |
| Sun Microsystems; Amdahl | Management roles | Early career | Product and engineering management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lacuna Technologies, Inc. | President & Chief Operating Officer | Since Mar 2021 | Executes strategy for digital infrastructure/transportation software |
| Early-stage companies | Advisor/Board Member | Various | Multiple advisory/board roles (companies not named) |
Board Governance
- Independence: The Board determined all current members other than the CEO (Meyrath) are independent; Jaworski is independent .
- Attendance: Board met 34 times in FY25; all directors other than Ms. White attended at least 75% of applicable meetings, meeting the Board’s expectation (implies Jaworski met threshold) .
- Executive sessions: Independent directors meet without management at least quarterly .
- Tenure policy: Directors may not serve more than ten years .
| Governance Element | Details |
|---|---|
| Chair responsibilities | Plans agendas, ensures committee effectiveness, oversees action item tracking, promotes director engagement |
| Lead Independent Director responsibilities | Presides when Chair absent, calls independent sessions, liaises with CEO, advises on agendas |
| Committee assignments | Chair: Board; Chair: Leadership & Compensation Committee (LCC); Member: Audit Committee; Member: Special Committee |
| Board demographics | Independent Committee Chairs 100%; Independent Directors 86%; Avg Tenure 1.7 years; Avg Age 57.4 years |
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Board Retainer | 50,000 | Standard director cash retainer |
| Lead Independent Director Retainer | 15,625 | Pro‑rated for service Aug 15, 2024 – Jun 1, 2025 |
| Committee Membership Fees | 20,000 | Aggregate for committee service |
| Committee Chair Fees | 17,500 | LCC Chair fee |
| Total Cash Fees | 103,125 | Sum of above |
| FY2025 Director Compensation Summary | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 103,125 |
| Stock Awards | 82,080 (24,000 RSUs at $3.42 grant-date close) |
| Total | 185,205 |
Program notes:
- No meeting fees are paid .
- Directors may defer cash fees; no director elected deferrals in FY25 .
Performance Compensation
| Equity Grant Detail (FY2025) | Shares | Vesting | Implied Fair Value |
|---|---|---|---|
| Annual RSU grant (fully vested) | 12,000 | Fully vested at grant | $41,040 at $3.42/share |
| Annual RSU grant (time-based) | 12,000 | Vests at earlier of next annual meeting or Oct 1, 2026, subject to service | $41,040 at $3.42/share |
- Change‑of‑control: Non‑employee directors have agreements providing automatic accelerated vesting of equity awards if director service ends within 12 months following a change of control (other than death/disability) .
- Clawback policy applies to awards under the equity plan .
Performance metric context (for LCC oversight of executive incentives in FY2025):
| Metric | Target | Result |
|---|---|---|
| Final FY2025 Net Adjusted EBITDA (QIP) – Minimum/Threshold/Target/Max | $12.5M / $13.5M / $15.0M / $23.5M | Not satisfied (no payouts) |
| PSU Metric: FY2025 Net Adjusted EBITDA | $12.0M | Not achieved; related PSU grants cancelled |
| PSU Metric: Total Myriad revenue by Mar 31, 2026 | $10.0M | Ongoing; two‑year time‑based vesting if achieved |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Jaworski beyond Quantum .
- Interlocks/related parties: Board formed and later reconstituted a Special Committee (independent-only) to evaluate and approve debt/capital transactions with Dialectic; Audit Committee also reviewed and approved, with director John A. Fichthorn (Managing Partner, Dialectic Capital Management) recused and abstaining at Board level .
Expertise & Qualifications
- Technology and product leadership across storage, data infrastructure, and enterprise software; marketing and go‑to‑market experience .
- Prior general management and product roles at NetApp, Brocade, Nokia; CEO experience at SwiftStack; current COO/President role at Lacuna .
- Education: B.S. Computer Science (Bowling Green State University); MBA (Santa Clara University) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Donald J. Jaworski | 27,675 | * (<1%) |
Stock ownership alignment:
- Director ownership guideline: 5x annual cash retainer; compliance due within 5 years of eligibility/revision; measured annually; all included positions on track at FY2025 year‑end .
- Anti‑hedging policy: Prohibits short sales, margin purchases, hedging/monetization, and options/derivatives trading by directors and other insiders .
Governance Assessment
- Board effectiveness and engagement: Jaworski chairs the Board and LCC and serves on Audit and Special Committees, indicating deep involvement in strategy, human capital, compensation, and financial oversight; independent director status supports strong governance .
- Independence and executive sessions: Independent majority and regular executive sessions enhance oversight and accountability .
- Restatement oversight: Audit Committee (including Jaworski as member) actively supervised FY2024–FY2025 restatements and remediation, demonstrating engagement under challenging circumstances .
- Compensation governance: LCC engaged independent consultant (Compensia), updated director program (including Special Committee fees), and moved to fixed-share annual director grants (12,000) with transparent vesting; positive structure for alignment .
- Ownership alignment: Director equity grants and 5x retainer guideline, anti‑hedging restrictions promote alignment; Jaworski holds shares though <1% of class .
- Red flags and investor considerations:
- Related party exposure: Significant financing interlock with Dialectic (via fellow director Fichthorn). Mitigants include Special Committee independence, Audit Committee review, and Fichthorn’s recusal/abstention, but continued vigilance warranted given potential dilution and influence concentration .
- Dilution/control risk: Convertible Notes and Forbearance Warrant could lead to Dialectic beneficially owning >50% under certain conditions—material dilution and governance implications; Board is seeking shareholder approvals to comply with Nasdaq rules and manage flexibility .
- Executive retention bonuses with tax gross‑ups and missed EBITDA targets: As LCC Chair, Jaworski oversaw programs that included retention bonuses with tax gross‑ups (shareholder‑unfriendly) and no FY2025 performance payouts given underperformance; signal mixed pay‑for‑performance execution under stress .
- High meeting cadence and one director’s attendance shortfall: Board met 34 times; Ms. White fell below 75% due to extraordinary circumstances; others met expectations—overall engagement high, but attendance monitoring remains prudent .
