Andrew Pease
About Andrew J. Pease
Independent director since April 2011; age 74; currently serves as Chairman of the Nominating and Corporate Governance Committee (since February 2021). Former President & CEO of QuickLogic (2011–2016) and earlier VP of Worldwide Sales; holds a B.S. from the United States Naval Academy and an M.S. in Computer Science from the Naval Postgraduate School. His core credentials are executive leadership, semiconductor sales and operations, and deep company-specific knowledge from prior executive roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| QuickLogic Corporation | President & CEO | Jan 2011 – June 2016 | Led strategic direction; deep operational knowledge |
| QuickLogic Corporation | President | Mar 2009 – June 2016 | Oversight of operations |
| QuickLogic Corporation | VP, Worldwide Sales | Nov 2006 – Mar 2009 | Revenue leadership |
| Broadcom Corporation | SVP, Worldwide Sales | Jul 2003 – Jun 2006 | Global semiconductor sales leadership |
| Syntricity, Inc. | VP of Sales | Mar 2000 – Jul 2003 | Semiconductor yield software sales |
| Advanced Micro Devices (AMD) | Sales roles; Group Director, WW HQ Sales & Operations | 1984 – 1996 | Global sales and operations |
| Integrated Systems Inc. | VP of Sales | 1996 – 1997 | Embedded software sales |
| Vantis Corporation (AMD subsidiary) | VP of Sales | 1997 – 1999 | Programmable logic sales |
External Roles
- No current external public-company directorships disclosed for Andrew Pease in the latest proxy biography .
Board Governance
| Governance Attribute | Details |
|---|---|
| Independence | Board determined all directors except CEO Brian C. Faith are independent (Pease is independent) . |
| Committee Assignments (2024 proxy) | Nominating & Corporate Governance: Chair (Pease), members Farese, Kim; Compensation: Chair Tauss, members Farese, Russell; Audit: Chair Russell, members Farese, Kim . |
| Committee Changes (2025) | July 11, 2025: Christine Russell passed away; Audit Committee adjusted—Tauss rejoined; Farese served as chair pending replacement . August 7, 2025: Ron Shelton appointed to Board; named Audit Committee Chair; Pease joined Compensation Committee as member . |
| Board & Committee Attendance (FY2024) | Board met 5 times; no director attended <75% of meetings; independent directors held 5 executive sessions; Audit met 5 times; Compensation met 4 times and acted by unanimous written consent 5 times; Nominating met once . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Director Retainer (policy) | $30,800 | $30,800 |
| Committee Leadership/Membership Awards (policy) | Chair of Board: $22,500; Audit Chair: $3,000; Compensation Chair: $2,000; Nominating Chair: $1,500; Audit Member: $1,500; Compensation Member: $1,500 | Same schedule |
| Andrew Pease – Fees Earned/Paid in Cash | $33,800 | $34,476 |
Performance Compensation
- Non-employee directors at QuickLogic receive annual equity grants (RSUs) with time-based vesting; no director-specific performance metrics are applied to director equity awards per disclosed policy frameworks (individual director annual equity/cash cap and 2019 Plan governance) .
- Company performance metrics used for executive incentive compensation (board oversight signal) in FY2024:
| Metric | Target | Payout Scale | Actual Payout Component |
|---|---|---|---|
| Revenue | $26.87 million | 0.0x at < $20.13m to 2.75x at $40.31m | 50% component at 75% of target revenue → combined net payout basis 25% |
| Pro forma (non-GAAP) Operating Income | $5.9 million | 0.0x at < $2.97m to 5.0x at $17.85m | 0% component at 16% of target op income → combined net payout basis 25% |
- Individual Director Limit under 2019 Plan: annual aggregate cash plus equity for non-employee directors capped at $200,000; may increase to $300,000 in extraordinary circumstances with conflict-safe approval .
Director Equity Grants (Andrew Pease)
| Grant Date | Award Type | Shares Granted | Grant Date Fair Value | FMV at Grant |
|---|---|---|---|---|
| Sep 13, 2024 | RSUs | 3,240 | $24,786 | $7.65 per share |
Other Directorships & Interlocks
- None disclosed for Andrew Pease in the latest proxy; no interlocks or shared directorships with competitors/suppliers identified in company filings .
Expertise & Qualifications
- Education: B.S. United States Naval Academy; M.S. Computer Science, Naval Postgraduate School .
- Technical/Industry: 30+ years in semiconductors, sales and operations leadership at Broadcom, AMD, programmable logic and embedded software companies; former QuickLogic CEO .
- Governance: Chair of Nominating & Corporate Governance Committee; experience overseeing board independence, conflicts, succession planning, and governance policies .
Equity Ownership
| Holder | Beneficial Shares (incl. RSUs/options within 60 days) | % of Class |
|---|---|---|
| Andrew J. Pease | 28,311 | <1% |
- Insider trading policy prohibits directors and executives from hedging or pledging company stock (alignment positive signal) .
- Ownership table reflects 15,542,072 shares outstanding as of March 10, 2025 .
Governance Assessment
- Independence: Pease is classified independent despite prior executive service, consistent with Nasdaq standards and board determinations; adds company-specific insight without impairing independence .
- Committee Leadership & Coverage: Chairing Nominating & Corporate Governance, and added to Compensation Committee in 2025 strengthens oversight breadth; changes to Audit (Shelton as Chair) post-Russell’s passing show responsive governance continuity .
- Attendance & Engagement: Strong engagement—no attendance shortfalls; independent executive sessions (five) support robust oversight .
- Compensation Alignment: Director pay structure modest and capped under the 2019 Plan; Pease’s 2024 mix skewed more to cash relative to 2023 as stock award value declined YoY (equity grant still present), suggesting disciplined equity use .
- Conflicts & Related Parties: No related-party transactions requiring disclosure in FY2024 and FY2023; Nominating & Corporate Governance charter explicitly reviews conflicts, and the Code of Conduct restricts officer/family dealings (low conflict risk) .
- Clawback/Hedging/Pledging: Compliant clawback policy per SEC/Nasdaq; hedging/pledging prohibitions bolster shareholder alignment .
- Shareholder Feedback: Prior say-on-pay approval strong (85% in 2023); board adopted triannual say-on-pay cadence with next vote in 2026—monitor for any investor feedback on both executive and director compensation .
- RED FLAGS: None material identified in filings; independence affirmed; no pledging; no related parties; committee coverage robust. Watch post-2025 committee transitions for sustained audit expertise and potential overextension from multi-committee service .