Hugues Meyrath
About Hugues Meyrath
Hugues Meyrath is President and Chief Executive Officer of Quantum Corporation (QMCO) and a director. He was appointed CEO on June 2, 2025, after serving on the Board since November 2022; the Board separated the Chair and CEO roles concurrently, naming independent director Don Jaworski as Chairman . Meyrath is 56 years old, holds an engineering degree from the University of Louvain (Belgium) and an MBA from UC Berkeley, and has over 30 years of networking and data storage leadership experience across ServiceChannel, Dell Technologies Capital/EMC, Juniper, Brocade, and prior tenure at Quantum (2002–2003) . Quantum’s prior annual bonus program emphasized net Adjusted EBITDA; in FY25 the company missed all targets and paid no QIP bonuses, underscoring a strict pay-for-performance framework; PST and TSR specifics were not disclosed in the cited excerpts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ServiceChannel Holdings Inc. | Chief Product Officer | 2017–2021 | Led SaaS product strategy; company acquired by Fortive in 2021 . |
| Dell Technologies Capital | Vice President | 2014–2017 | Drove venture funding, M&A and portfolio advisory in enterprise/cloud infrastructure . |
| Dell EMC (Backup & Recovery Services) | VP Product Mgmt & Business Development | — | Data protection/business continuity portfolio leadership . |
| Juniper Networks; Brocade Communications; SBS Corp | Senior leadership roles | — | Product and business leadership in networking/storage . |
| Quantum Corporation | Employee | 2002–2003 | Prior exposure to Quantum’s portfolio and customers . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Various startups | Advisor | — | Serves as an advisor to startup companies . |
Fixed Compensation
| Element | Amount/Design | Notes |
|---|---|---|
| Base Salary (CEO) | $550,000 | Per anticipated offer letter for CEO appointment effective June 2, 2025 . |
| Target Annual Bonus (CEO) | 100% of base salary | Actual payout based on company and individual performance; specific FY26 metrics to be approved by LCC . |
| Stock Ownership Guideline (CEO) | 3x base salary | Five-year compliance window from eligibility/revision; measured annually; FY25 positions were on track overall . |
| Anti-Hedging/Margin | Prohibited | No short sales, purchases on margin, hedging/derivative monetization under Insider Trading Policy . |
Director pay prior to becoming CEO (FY25):
- As a non‑employee director, Meyrath earned $90,000 cash and $82,080 in stock awards (12,000 fully vested RSUs plus 12,000 RSUs vesting at the earlier of the annual meeting or Oct 1, 2026); he ceased director pay upon becoming CEO .
Performance Compensation
| Incentive Type | Metric/Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Bonus Plan (QIP) – Company design (FY25 program) | Net Adjusted EBITDA (single metric) | Minimum $12.5M (25% payout); Threshold $13.5M (50%); Target $15.0M (100%); Max $23.5M (200%) | Not satisfied; no QIP payments for FY25 | Annual cash; FY25 paid $0 to NEOs as targets were missed . |
| CEO New‑Hire PSUs (anticipated) | Specific PSU metrics to be approved by LCC; equal annual tranches | 100,000 PSUs | TBD (performance-based) | Vest annually in four equal installments subject to continued employment and metric achievement . |
Notes:
- Quantum historically splits long-term equity ~50% time‑based RSUs / ~50% PSUs with three-year structures; the LCC increased FY25 grant sizes for retention amid restructuring, maintaining time- and performance‑based vesting .
- Company expected to resume option grants (rare historically), with CEO options included in his new‑hire package .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 24,700 shares; less than 1% of class as of Oct 20, 2025 (13,399,093 shares outstanding) . |
| Vested vs. Unvested | Not fully itemized; new‑hire awards include RSUs/PSUs; partial initial grants made (see below) . |
| Options | Option grant commitment of 100,000 shares; partial grant of 50,000 approved Oct 24, 2025, effective Nov 1, 2025 (subject to plan limits) . |
| RSUs | Time‑based RSUs: 100,000 committed in offer letter; partial 37,500 approved Oct 24, 2025, effective Nov 1, 2025; vesting in four equal annual tranches . |
| PSUs | 100,000 anticipated, vesting annually over four years subject to performance; metrics to be approved . |
| Anti‑Hedging/Margin | Policy prohibits hedging and purchases on margin for directors/officers/employees . |
| Pledging | No pledging disclosure for Meyrath; policy explicitly bars margin purchases and hedging; no explicit pledging allowance noted in cited excerpts . |
| Ownership Guidelines | CEO 3x salary; five-year compliance period; assessed annually . |
Security ownership context and plan capacity:
- Company equity plan capacity as of March 31, 2025: 580,966 total outstanding awards; 318,457 remaining for future issuance (including ESPP); PSUs earned historically below target, demonstrating pay-for-performance .
Employment Terms
| Term | Key Terms |
|---|---|
| CEO Appointment | Effective June 2, 2025; continues as Board member; removed from Audit and Corporate Governance & Nominating committees upon becoming CEO . |
| Offer Letter (anticipated) | Base $550,000; 100% target bonus; 100,000 RSUs (4-year equal annual vesting); 100,000 PSUs (4-year equal annual vesting subject to performance); plus separate commitment to a 100,000‑share option grant . |
| Partial New‑Hire Grants (due to plan limits) | Approved Oct 24, 2025: 50,000 options + 37,500 RSUs effective Nov 1, 2025; remainder expected upon shareholder approval of expanded plan, otherwise deferred to next FY . |
| Severance – Involuntary (No Change of Control) | CEO: lump sum equal to 12 months base salary; COBRA reimbursement equivalent to 12 months; no equity acceleration . |
| Severance – Involuntary in Connection with a Change of Control | CEO: 1.5x salary + 1.5x target bonus; COBRA up to 18 months; time‑based equity vests; performance equity earned based on stock‑price‑based performance achieved through deal close, and non‑stock price performance deemed satisfied at target . |
| Conditions | Severance contingent on release of claims; payments subject to taxes/withholding . |
| Clawback/Tax Gross‑Ups | FY25 retention bonuses for prior executives included clawback and tax gross‑ups; no separate Meyrath‑specific clawback is cited in excerpts . |
Board Governance (Director Service, Committees, Independence)
- Board Service History and Roles: Appointed to the Board in November 2022; named CEO June 2, 2025; upon becoming CEO, he remained a director but stepped off Audit and Corporate Governance & Nominating committees .
- Governance Structure: Roles of Chair and CEO are separated; Don Jaworski (independent) is Chairman; committees are fully independent and chaired by independents (Audit, Leadership & Compensation Committee (LCC), Corporate Governance & Nominating) .
- Director Compensation: As a non‑employee director in FY25, Meyrath received $90,000 cash and $82,080 stock awards; program includes annual 12,000‑share grants with specified vesting timing .
- Independence: The Board reports 86% independent directors and 100% independent committee chairs; as CEO, Meyrath is an inside director; the separation of Chair/CEO mitigates dual‑role concerns .
Related Capital Structure and Ownership Overhang Context
- Company executed significant capital structure actions in 2025, including a Forbearance Warrant to Dialectic for up to 2,653,308 shares (19.9% at issuance) with anti‑dilution provisions, and proposed senior secured convertible notes with an initial $10.00 conversion price (potentially ~29.4% of issued shares upon full conversion at that price), with potential for Dialectic to own >50% upon certain adjustments/conversions; shareholder approvals sought per Nasdaq rules .
- Company raised approximately $60 million under a standby equity purchase agreement and pursued debt restructuring; leadership transitions occurred alongside these actions .
Compensation Structure Analysis (Alignment, Retention, Red Flags)
- Shift in Mix/Design: Company signaled resumption of stock options in FY26 (historically minimal use), including CEO options, while maintaining RSU/PSU mix; FY25 equity grant sizes increased for retention amid restructuring, but remained subject to performance/time-based vesting—a retentive but still at-risk structure .
- Annual Bonus Rigor: FY25 QIP paid $0 as EBITDA targets were not met—evidence of payout discipline .
- Ownership Alignment: CEO subject to 3x salary ownership guideline with five-year compliance; anti‑hedging/margin policy strengthens alignment; no pledge disclosures for Meyrath in beneficial ownership table .
- Change‑of‑Control Economics: Double‑trigger equity acceleration and 1.5x salary+bonus multiple are moderate for small-cap tech; 18 months COBRA is above typical 12 months for non‑CEOs, consistent with CEO status .
- Potential Overhang: Partial initial grants (options/RSUs) and pending plan approvals imply future grant issuance; broader capital structure instruments (warrant/convertibles) increase dilution risk .
Say‑on‑Pay & Shareholder Engagement
- The Board conducts annual advisory votes on executive compensation and sought approval for 2025 proposals, asserting compensation is performance-based and aligned with shareholders; specific say‑on‑pay vote percentages are not disclosed in the cited excerpts .
Performance & Track Record Highlights (Context Since Appointment)
- Company statements highlight ongoing product portfolio revision, go‑to‑market changes, and capital structure transformation; ~ $60M raised via SEPA and ongoing debt restructuring to position the company for consistent profitability and growth .
- Leadership realignment in early FY26 included CEO transition to Meyrath and other executive departures/appointments to support strategic objectives .
Detailed Equity Grants (CEO New‑Hire)
| Instrument | Shares | Grant/Approval Timing | Vesting | Notes |
|---|---|---|---|---|
| Stock Options | 100,000 (commitment); 50,000 initially approved | Commitment in offer letter (June 11, 2025); partial grant approved Oct 24, 2025, effective Nov 1, 2025 | Not specified in excerpts | Remainder contingent on shareholder approval of amended 2023 plan or deferred to next FY . |
| Time‑Based RSUs | 100,000 (commitment); 37,500 initially approved | As above | Four equal annual installments (continued employment) | Partial issuance effective Nov 1, 2025 due to plan limits . |
| Performance‑Based RSUs | 100,000 (anticipated) | Anticipated per offer letter | Four equal annual installments (performance + service) | Specific metrics to be approved by LCC . |
Beneficial Ownership Snapshot
| Holder | Shares Beneficially Owned | % of Class | As of |
|---|---|---|---|
| Hugues Meyrath | 24,700 | <1% | October 20, 2025 . |
Employment Separation/Change‑of‑Control Benefits
| Scenario | Cash | Equity | COBRA | Conditions |
|---|---|---|---|---|
| Involuntary Termination (No CoC) | 12 months base salary (lump sum) | No acceleration | 12 months (lump sum reimbursement) | Release of claims; taxes/withholding . |
| Involuntary Termination in Connection with CoC (Double‑Trigger) | 1.5x salary + 1.5x target bonus | Time‑based awards accelerate; stock‑price‑based performance awards earned based on actual performance to close; non‑stock price performance deemed at target | Up to 18 months | Release of claims; taxes/withholding . |
Board Service History and Committee Roles
- Board member since November 2022; became CEO June 2, 2025; stepped off Audit and Corporate Governance & Nominating committees at that time .
- Dual‑Role Implications: Separation of Chair/CEO at Quantum mitigates concentration of power and addresses independence concerns; independent committee leadership enhances oversight of CEO pay and performance .
Investment Implications
- Alignment and Rigor: A 100% target bonus and PSU structure, combined with demonstrated “no‑pay on miss” (FY25 QIP), indicate real variable‑pay risk; CEO ownership guidelines and anti‑hedging constraints support alignment .
- Retention vs. Dilution: Larger, retention‑oriented equity grants and resumption of options raise potential future selling pressure as tranches vest; plan capacity constraints and pending approvals (partial grants to date) introduce issuance timing risk .
- Capital Structure Overhang: Forbearance Warrant and proposed convertibles create material dilution scenarios (Dialetic up to ~38% on certain assumptions, potentially >50% in adverse adjustments), which can influence governance dynamics and trading technicals around shareholder approvals and reset mechanics .
- Governance Safeguards: Separated Chair/CEO roles and independent committee control temper dual‑role risk; severance/CIC terms are moderate and primarily double‑trigger, limiting windfalls absent a qualifying event .
Sources: 2025 DEF 14A (Oct 31, 2025) and 8‑K (June 3, 2025) for QMCO: offer letter terms, equity grants, severance/CIC, ownership, director pay, governance, and capital structure proposals .
