John R. Tracy
About John R. Tracy
Independent director of Quantum Corporation (QMCO); appointed in June 2024 and currently serves as Chair of the Audit Committee and Chair of the Special Committee, and as a member of the Leadership & Compensation and Corporate Governance & Nominating Committees . Age 60; former EVP & CFO of Verifone, with prior senior finance roles at Pine Hill Group (CFGI), TiVo/Rovi, TE Connectivity, ConvaTec, and Motorola; B.S. in Accounting (Rider University) and M.S. in Taxation (Fairleigh Dickinson) . The Board classifies him as an independent director and identifies him as an “audit committee financial expert” under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verifone Systems, Inc. | EVP & Chief Financial Officer | Feb 2019 – Apr 2024 | Public-company CFO experience; financial planning/operations leadership |
| Pine Hill Group (now CFGI) | Senior Director | Nov 2017 – Nov 2019 | Accounting and transaction advisory experience |
| TiVo Inc. (formerly Rovi) | SVP Finance | Jul 2015 – Oct 2016 | Streaming/content delivery finance leadership |
| TE Connectivity Inc. | VP Finance & Chief Financial Officer | Jun 2013 – Jun 2015 | Publicly traded connectors/sensors manufacturer CFO experience |
| ConvaTec | VP & Corporate Controller | Oct 2012 – Jun 2013 | Public medtech/health products finance/controller role |
| Motorola Inc. & subsidiaries | Various senior finance roles | Prior years (not dated) | Large-cap operating finance background |
External Roles
| Category | Detail |
|---|---|
| Other public company directorships | None disclosed for Mr. Tracy in QMCO filings |
| Non-profit/academic/private boards | Not disclosed |
Board Governance
- Committee leadership: Chair, Audit Committee; Chair, Special Committee (independent directors) .
- Committee memberships: Leadership & Compensation; Corporate Governance & Nominating .
- Independence: Board determined all current directors other than the CEO are independent; Mr. Tracy is independent and designated an audit committee financial expert .
- Attendance: Board met 34 times in FY2025; all directors other than Ms. White attended ≥75% of eligible meetings (Mr. Tracy included) .
- Special Committee mandate: Reconstituted in May 2025 to independently oversee and approve debt/capital structure negotiations and related-party matters with Dialectic; Mr. Tracy chaired this process, with Audit Committee and full Board approvals and recusals to manage conflicts .
- Audit Committee restatement oversight: Audit Committee (including current nominees) supervised FY2025 and partial FY2024 restatements and remediation of control deficiencies .
Fixed Compensation (Director)
| Component (FY2025 unless noted) | Amount | Notes |
|---|---|---|
| Cash retainer paid to Tracy | $37,778 | Prorated Board retainer for FY2025 |
| Committee membership fees | $14,132 | FY2025 committee member retainers |
| Committee chair fees | $15,625 | FY2025 chair retainers |
| Total cash paid (Tracy) | $67,535 | Sum of retainers and chair fees |
| Standard director retainer (program) | $50,000/yr | Non-employee director cash retainer |
| Updated program chair fees (structure) | Audit Chair $25k; LCC Chair $17.5k; CG&N Chair $15k; Special Committee Chair $30k | Program structure for non-employee directors; paid quarterly |
| Updated program member fees (structure) | Audit $12.5k; LCC $10k; CG&N $7.5k; Special $12.5k | Program structure; paid quarterly |
| Lead independent director retainer (structure) | $25,000 | If applicable |
| Deferred compensation availability | Available; no FY2025 director participation | Directors may defer cash; no directors elected to in FY2025 |
Performance Compensation (Director Equity)
| Grant/Term | Quantity/Value | Vesting/Triggers |
|---|---|---|
| FY2025 equity (Tracy) | $51,300 GAAP value; included 3,000 fully vested RSUs and 12,000 time-based RSUs | Value at $3.42/share; 3,000 RSUs fully vested; 12,000 RSUs vest at earlier of next annual meeting or Oct 1, 2026, subject to continued service |
| New director equity grant (program) | 12,000 shares | Pro-rated on appointment; 100% vests at next annual meeting |
| Annual “refresh” equity grant (program) | 12,000 shares | 100% vests at earlier of next annual meeting or one year |
| Change-in-control (non-employee directors) | Acceleration | Automatic accelerated vesting of equity-based awards if service ends within 12 months post-CoC (other than death/disability) |
| Offer letter terms | Equity determined by closing price on grant date; vest earlier of 1 year or next annual meeting | Standard non-employee director program; also eligible to join deferred comp plan |
| Performance metrics tied to director pay | None | Director equity is time-based; no revenue/EBITDA/TSR metrics apply to director compensation |
Note: In FY2024, refresh equity was delayed due to stock price/dilution concerns; FY2025 grants included both FY2024 fully vested RSUs and FY2025 time-based RSUs .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Related-party exposures | No transactions with Mr. Tracy requiring Item 404(a) disclosure; no arrangements/understandings for his appointment; no family relationships . |
| Dialectic/Board interlock context | Special Committee (chaired by Mr. Tracy) and Audit Committee oversaw proposed Debt Exchange and Forbearance Warrant with Dialectic, with Director Fichthorn (Dialectic affiliate) recused/abstained; Special Committee and Audit Committee approved and recommended, Board approved with abstention . |
Expertise & Qualifications
- Public-company CFO and controller experience across payments, electronics, medtech, and media (Verifone, TE Connectivity, ConvaTec, TiVo/Rovi); senior finance roles at Motorola .
- Audit Committee Financial Expert designation; leads Audit Committee risk, controls, and reporting oversight, including recent restatements’ supervision .
- Education: B.S. Accounting (Rider); M.S. Taxation (Fairleigh Dickinson) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 15,000 shares (<1% of class) as of Oct 20, 2025 |
| Ownership guidelines | Directors required to hold 5x annual retainer; measured annually; positions on track at FY2025 year-end |
| Hedging/short sales | Prohibited for directors under Insider Trading Policy (no hedging, short sales, margin, or derivatives) |
| Pledging | No pledging policy disclosure; no pledging by Mr. Tracy disclosed |
Governance Assessment
-
Strengths
- Deep finance and CFO background with “audit committee financial expert” status; Chairs Audit Committee and led oversight of restatements and control remediation—signals strong financial governance .
- Chaired an independent Special Committee to manage a material related-party financing/restructuring with clear recusals and multi-committee approvals—robust conflict management and process rigor .
- Independent status; ≥75% meeting attendance in a year with unusually high meeting cadence; active committee engagement across Audit, LCC, and CG&N .
- Director equity is time-based and subject to Company clawback policy via the 2023 Plan; no director-level tax gross-ups disclosed .
-
Watch items
- Change-in-control agreement provides automatic equity acceleration for directors upon service end within 12 months of CoC—common but can be viewed as less shareholder-friendly; monitor potential dilution .
- Ongoing capital structure transactions (Convertible Notes, Forbearance Warrant) imply dilution and risk concentration; while governance process is strong, execution outcomes should be monitored for shareholder impact .
-
RED FLAGS
- None specific to Mr. Tracy identified: no related-party transactions, no attendance issues, no pledging/hedging, and no tax gross-ups for director pay disclosed .
