Avi Katz
About Avi Katz
Dr. Avi S. Katz, age 67, serves as Chairman of the Board of QT Imaging Holdings, Inc. (QTIH) and has been a Class III director since 2024 . He is a technologist and serial SPAC sponsor with ~35 years of executive experience across TMT, including founding/leading GigPeak (sold to IDT for $250M cash in 2017) and sponsoring multiple GigCapital vehicles and de‑SPACs (Kaleyra, UpHealth, Lightning eMotors, BigBear.ai) . Dr. Katz holds a B.Sc. and Ph.D. in Materials from Technion and earlier served at AT&T Bell Labs; he is also a graduate of the Israeli Naval Academy and the U.S. Naval ASW program . Notably, he is married to QTIH’s CEO and director, Dr. Raluca Dinu, which the Board discloses as a family relationship; the Board does not deem Dr. Katz independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure (approx.) | Committees / Impact |
|---|---|---|---|
| GigPeak (GigOptix) | Founder, Chairman, CEO & President; sold to IDT for $250M cash | 2007–2017 | Led ~10 M&A deals; executed sale to IDT in Apr 2017 . |
| GigCapital (GIG1) → Kaleyra (KLR) | Executive Chair/CEO/Secretary; later Chair & Secretary of Kaleyra | 2017 IPO; de‑SPAC 2019; Kaleyra sold to Tata Nov 2023 (~$320M EV) | Led restructurings/refis; mGage acquisition ($225M) in 2021 . |
| GigCapital2 (GIG2) → UpHealth (UPH/UPHL) | CEO (initially), Executive Chair/Secretary; later Co‑Chair then Chair | IPO 2019; de‑SPAC Jun 2021; Chair 2022 | Drove restructurings and divestitures (IGI $56M Jun 2023; Cloudbreak $180M Mar 2024) . |
| GigCapital3 (GIG3) → Lightning eMotors (ZEV/ZEVY) | CEO/Exec Chair/Secretary; then Co‑Chair post‑merger | IPO May 2020; de‑SPAC May 2021; exited Oct 2021 | Guided transition through de‑SPAC; did not stand for reelection Oct 2021 . |
| GigCapital4 (GIG4) → BigBear.ai (BBAI) | Executive Chairman pre‑merger; director post‑merger | IPO Feb 2021; merger closed Dec 9, 2021; director until Mar 2024 | Oversight during de‑SPAC and transition to NYSE listing . |
| GigInternational1 (GIW) | Executive Chairman | IPO May 2021; liquidated/delisted late 2022 | Oversaw wind‑down and trust liquidation . |
| Intransa | CEO, President, Director | 2003–2005 | Operating leadership . |
| Equator Technologies | CEO, President, Director | 2000–2003 | Operating leadership . |
| AT&T Bell Laboratories | Member of Technical Staff | 1988–1994 | R&D leadership . |
External Roles
| Organization | Role | Dates / Status | Notes |
|---|---|---|---|
| GIG7 (GigCapital7) (Nasdaq: GIG) | CEO & Chairman | Founded May 2024; IPO Aug 2024 ($200M) | Ongoing SPAC leadership . |
| GigAcquisitions5 (founding stockholder of QTIH) | Sole manager (until dissolution) | Through Mar 2025 | Founding stockholder dissolved Mar 2025 . |
| GigManagement, LLC | Managing member (50% interest) | Since inception | Sponsor/management entity . |
| NY Philharmonic Company | Board member | Ongoing | Philanthropic board service . |
| BigBear.ai (NYSE: BBAI) | Director (post‑merger) | Dec 2021–Mar 2024 | Former director . |
| UpHealth (OTC: UPHL) | Chair of the Board | Since Jun 2022 | Led divestitures and refis . |
| Kaleyra (formerly NYSE: KLR) | Chairman & Secretary | Nov 2019–Nov 2023 | Company sold to Tata Communications . |
| Lightning eMotors (OTC: ZEVY) | Co‑Chair (post‑merger) | May–Oct 2021 | Exited board Oct 2021 . |
Board Governance
- Board structure and independence
- Classified board (3 classes); QTIH notes classification may delay/prevent changes in control .
- Seven directors; Dr. Katz, Dr. Dinu (CEO), and Dr. Klock are not independent; other four directors are independent under Nasdaq rules .
- Leadership and committees
- Chairman: Dr. Katz; policy separates Chair and CEO roles, but Chair is not independent .
- Executive sessions occur regularly; the Chair (Dr. Katz) has presided, rather than a lead independent director; the proxy does not identify a Lead Independent Director .
- Committees (all-independent membership): Audit (Chair Ross Taylor; members James Greene, Prof. Zeev Weiner), Compensation (Chair James Greene; members Daniel Dickson, Ross Taylor, Prof. Weiner), Nominating & Corporate Governance (Chair Prof. Weiner; members Ross Taylor, James Greene, Daniel Dickson). Dr. Katz serves on no board committees .
- Attendance and activity
- Board held 6 meetings in FY2024; each incumbent director attended at least 75% of board and committee meetings .
Governance implications:
- Positives: majority-independent board; fully independent, properly chaired committees; clear committee charters; regular executive sessions .
- Concerns: non‑independent Chair married to CEO; Chair presides over “independent” executive sessions; classified board; potential perception risks around sponsor ties (GigAcquisitions5, GigManagement) .
Fixed Compensation
| Component (Director) | FY2024 Amount | Detail |
|---|---|---|
| Cash fees | $52,490 | $24,226 director fee + $28,264 Chair premium . |
| Equity (options, grant date fair value) | $18,920 | 40,000 options granted 7/3/2024; FV $0.47/option . |
| Total | $71,410 | Sum of cash and equity . |
Option grant details (FY2024):
- Grant: 40,000 stock options on July 3, 2024; exercise price $0.748; vesting: one‑third on Feb 15, 2025, remainder vests quarterly over two years thereafter; grant date fair value $0.47 per option .
Performance Compensation
| Feature | Disclosed Terms |
|---|---|
| Director performance metrics | No performance-vesting metrics disclosed for directors; equity awards are time‑based stock options . |
| Vesting schedule | 1/3 vests 2/15/2025; remaining 2/3 quarterly over 2 years . |
Note: The proxy’s pay‑for‑performance discussion and annual bonus metrics (revenue and cash balance) apply to NEOs, not to non‑employee directors like Dr. Katz .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| QTIH | Chairman; spouse is CEO (Dr. Dinu) | Spousal relationship; Board deems Dr. Katz not independent . |
| GigAcquisitions5 (founding stockholder) | Sole manager (until dissolution Mar 2025) | Founding stockholder role; entity dissolved Mar 2025 . |
| GigManagement, LLC | 50% member; managing member | Sponsor economics could be perceived as potential conflict if transactions arise; disclosure in proxy . |
| UpHealth (UPHL) | Chair of Board | Separate company; no QTIH transactional ties disclosed . |
| BigBear.ai (BBAI) | Former director (until Mar 2024) | No QTIH transactional ties disclosed . |
| Kaleyra (KLR) | Former Chair & Secretary (sold 2023) | Historical role; no QTIH ties disclosed . |
Expertise & Qualifications
- Deep TMT/operator and capital markets background; repeated SPAC sponsorships and complex restructurings (e.g., Kaleyra, UpHealth, Lightning eMotors, BigBear.ai) .
- Technologist with numerous U.S./international patents and 350+ scientific/technical publications; prior AT&T Bell Labs R&D role .
- Advanced education: B.Sc. and Ph.D. in Materials (Technion); military academy credentials .
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding | Composition / Notes |
|---|---|---|---|
| Dr. Avi S. Katz | 1,876,351 shares | 6.4% | Includes 136,875 options and 571,431 warrants exercisable within 60 days . |
Additional notes:
- As of record date July 16, 2025, 28,710,144 common shares outstanding .
- Section 16(a) compliance: all directors/officers filed July 3, 2024 option grants 1–2 days late (July 4 holiday); Dr. Katz and Dr. Dinu each reported a September 2024 fund distribution one day late .
- Insider trading policy disclosed; corporate governance and committee charters available online; the proxy excerpt does not specify director stock ownership guidelines or pledging prohibitions .
Governance Assessment
- Board effectiveness: Independent committees with designated financial expert on Audit (Ross Taylor) and clear charters enhance oversight . Attendance threshold met by all directors in FY2024 .
- Independence and conflicts: Dr. Katz is not independent and is married to the CEO; combined with a classified board and the Chair presiding over executive sessions, this can present perception and structural governance risks (entrenchment, limited independent counterweight) despite majority‑independent board and separated CEO/Chair titles .
- Ownership alignment: Meaningful beneficial stake (6.4%) with additional near‑term exercisable options and warrants suggests alignment; however, absence of disclosed director ownership guidelines and late Section 16 filings (albeit minor and explained) warrant monitoring .
- Related‑party exposure: Prior sponsor entities (GigAcquisitions5, GigManagement) are disclosed; QTIH maintains a related‑party transaction policy with Audit Committee pre‑approval and oversight .
- Say‑on‑pay: QTIH is an Emerging Growth Company and is exempt from advisory say‑on‑pay and CEO pay ratio disclosures, reducing shareholder feedback on compensation structures in the near term .
RED FLAGS to monitor:
- Non‑independent Chair presiding over “independent” executive sessions; consider appointment of a Lead Independent Director to chair executive sessions .
- Spousal relationship between Chair and CEO (perceived conflict) .
- Classified board structure potentially deters accountability/change in control .
- Minor late Section 16 filings (remain vigilant) .
Positive signals:
- Majority‑independent board and fully independent key committees; Audit Committee includes an SEC‑defined “financial expert” .
- Strong transaction/M&A and capital markets expertise relevant to QTIH’s growth and financing strategy .
- Regular executive sessions and clear committee risk oversight delineation .