John A. Fichthorn
About John A. Fichthorn
Independent director, age 52, serving on Quantum’s board since April 3, 2025 (previously served April 2019–July 2021). Chairs the Corporate Governance & Nominating Committee; background as Founder/Managing Partner at Dialectic Capital Management and Medtex Ventures, with prior role heading Alternative Investments at B. Riley Capital Management. Holds a BA in Astronomy from UNC–Chapel Hill; described as having significant accounting/financial experience and shareholder activist perspective .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quantum Corporation | Independent Director (prior term) | Apr 2019–Jul 2021 | Board service |
| B. Riley Capital Management, LLC | Head of Alternative Investments | Apr 2017–May 2020 | Investment management leadership |
| Dialectic Capital Management | Co-founder; Managing Partner | 2003–2017; re-launched May 2020–present | Investor/activist experience |
| Medtex Ventures | Founder; Managing Partner | 2020–present | Medical device VC leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Benefytt (Health Insurance Innovations, Inc.) | Director | Dec 2017–Aug 2020 | Public company board |
| TheMaven/The Arena Group | Director | Sep 2018–Oct 2021 | Public company board |
| Multiple private portfolio companies of Dialectic/Medtex | Director | Various | Private company boards |
Board Governance
- Independence: Board determined all current members other than the CEO (Meyrath) are independent; Fichthorn is independent .
- Committee roles: Chair, Corporate Governance & Nominating; committee responsibilities include board composition, governance principles, conflicts review, chair/Lead Independent Director recommendations, and CEO succession planning .
- Attendance and engagement: Board met 34 times in Fiscal 2025; all members during Fiscal 2025 other than Ms. White attended ≥75% of meetings; independent directors meet in executive session at least quarterly .
- Special Committee: Reconstituted May 2025 to independently review and approve debt and capital negotiations with Dialectic; chaired by John R. Tracy; met five times in Fiscal 2025 .
- Audit oversight: Audit Committee supervised FY2025 and FY2024 restatements and remediation of control deficiencies .
Fixed Compensation
| Director Program Element | Amount/Frequency | Notes |
|---|---|---|
| Annual Board Retainer (non-employee director) | $50,000; paid quarterly | Standard director cash retainer |
| Lead Independent Director Retainer | $25,000; paid quarterly | When appointed |
| Committee Chair Fees – Audit / LCC / Governance / Special | $25,000 / $17,500 / $15,000 / $30,000; paid quarterly | Applicable to chairs |
| Committee Member Fees – Audit / LCC / Governance / Special | $12,500 / $10,000 / $7,500 / $12,500; paid quarterly | Applicable to members |
| New Director Equity Grant | 12,000 shares; pro-rated; 100% vest at next annual meeting | Fixed share grant approach adopted |
| Annual “Refresh” Equity Grant | 12,000 shares; vest at earlier of next annual meeting or one year | Fully vesting per schedule |
| Director Change-of-Control Agreement | Accelerated vesting if service ends within 12 months post-CoC | Applies to equity awards |
| Deferred Compensation Plan (directors) | Optional deferral of cash fees; no QMCO stock investment option | No directors elected to participate in FY2025 |
Stock ownership guidelines: Directors must hold 5x annual retainer; compliance measured annually; policy excludes unvested RSUs/PSUs and options; positions were on track to meet guidelines at FY2025 year-end .
Policies: Equity clawback applies under the 2023 Plan; no tax gross-ups on equity awards; repricing/cash buyouts of underwater options prohibited without shareholder approval; LCC administers plans; dividend limits on unvested awards .
Performance Compensation
- Non-employee director equity is time-based (12,000 new director shares; 12,000 refresh shares), not performance-based .
- Company executive pay-for-performance metrics (for board oversight context) in FY2025:
| Payout Level | Metric | Fiscal Target | Performance Result |
|---|---|---|---|
| Minimum (25%) | Final FY2025 Net Adjusted EBITDA | $12.5M | Not satisfied |
| Threshold (50%) | Final FY2025 Net Adjusted EBITDA | $13.5M | Not satisfied |
| Target (100%) | Final FY2025 Net Adjusted EBITDA | $15.0M | Not satisfied |
| Maximum (200%) | Final FY2025 Net Adjusted EBITDA | $23.5M | Not satisfied |
FY2025 PSUs (executives) were tied to: Net Adjusted EBITDA $12.0M (1-year performance; vest over two years if earned) and Myriad product revenue $10.0M by Mar 31, 2026 (two-year vesting if earned). EBITDA PSUs were cancelled when target was not achieved .
Other Directorships & Interlocks
- Dialectic Technology SPV LLC relation: On Apr 2, 2025 Dialectic (affiliated with Fichthorn) acquired ~$51.3M of term loans from prior lenders; Forbearance Warrant issued Sept 23, 2025 for 2,653,308 shares at $8.81, 7-year term, with anti-dilution protections (subject to $4.00 floor) and $20M repurchase right under certain conditions; registration rights and proposed convertible notes with initial $10.00 conversion price and 10% PIK interest tied to debt exchange requiring shareholder approval . Schedule 13D jointly filed by Dialectic Technology SPV LLC, Dialectic Technology Manager LLC, and John Fichthorn disclosed shared voting/dispositive power over 2,653,308 warrant shares (16.6% of outstanding as of Sept 22, 2025), with Fichthorn as reporting person; warrant detail confirmed in S-1 registration for resale .
Governance handling: Special Committee and Audit Committee (excluding Fichthorn) evaluated and approved the Dialectic transactions; Board approved with Fichthorn abstaining; shareholder votes sought per Nasdaq Rule 5635 for potential >20% issuance/change-of-control implications .
Expertise & Qualifications
- Founder/operator investor; extensive accounting and financial experience; board service across public and private companies; activist perspective .
- Education: BA Astronomy, University of North Carolina at Chapel Hill .
Equity Ownership
| Holder | Shares (Breakdown) | % of Class | Notes |
|---|---|---|---|
| John A. Fichthorn | 15,271 total; 10,866 directly held; 4,405 RSUs issued May 1, 2025 | <1% (based on 13,399,093 shares outstanding) | Beneficial ownership per proxy; RSU grant date noted |
| Dialectic Technology SPV LLC (warrant) | 2,653,308 warrant shares at $8.81 exercise price; 7-year term | 16.5% (as of Oct 7, 2025) | Anti-dilution protections; registration rights; Fichthorn (as manager) may be deemed indirect beneficial owner but disclaims for other purposes |
Director stock ownership guidelines: Directors required to hold 5x annual retainer; compliance measured over five years; positions were on track at FY2025 end .
Insider Trades (Form 3/4)
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| 2025-04-30 | 2025-04-03 | Form 3 (Initial) | – | 10,866 | https://www.sec.gov/Archives/edgar/data/709283/000070928325000012/0000709283-25-000012-index.htm |
| 2025-05-05 | 2025-05-01 | Form 4 – Award (RSUs) | 4,405 | 15,271 | https://www.sec.gov/Archives/edgar/data/709283/000070928325000013/0000709283-25-000013-index.htm |
Source: Insider-trades skill (Form 3/4 data) showing award and ownership positions; post-award total beneficial ownership consistent with proxy [insider-trades tool output URLs] .
Governance Assessment
-
Strengths
- Independent director; chairs Governance & Nominating with remit over board effectiveness and conflicts review .
- Formal handling of related-party exposure via Special Committee and Audit Committee approval; Fichthorn abstained from Board vote; shareholder approval sought for dilutive/capital-structure actions .
- Board held 34 meetings in FY2025; independent director executive sessions; attendance ≥75% for all but one director; signals high engagement during restructuring and restatement oversight .
- Director ownership guidelines (5x retainer) and anti-hedging policy; clawback policy on equity awards; no equity tax gross-ups; independent comp consultant (Compensia) engaged for program review .
-
Risks / RED FLAGS
- Related party/capital structure interlock: Fichthorn’s leadership at Dialectic Manager while Dialectic is a major lender/warrant holder (16.5% warrant exposure) with potential change-of-control on full conversion/exercise; anti-dilution protections and $20M warrant repurchase right increase Dialectic leverage .
- Financial reporting restatements in FY2025/FY2024 (Board/Audit Committee oversight ongoing); indicates prior control weaknesses requiring remediation .
- Section 16(a) delinquency: Fichthorn’s Form 3 filed April 30, 2025 (due by April 13) due to EDGAR code delays; minor compliance lapse but disclosed .
-
Shareholder votes and signals
- April 24, 2025 special meeting approved up to $200M equity under SEPA and adjournment authority; ratified GT as auditor (subsequently replaced by CohnReznick) .
