Brian Faith
About Brian Faith
Brian C. Faith, 50, is President, CEO, and Director of QuickLogic (since June 2016). He has been with the company since 1996 across engineering, product, marketing, and sales; he holds a B.S. in Computer Engineering from Santa Clara University and has served as an adjunct lecturer there. Under Pay vs. Performance disclosures, QuickLogic’s TSR moved from 97.35 (2022) to 365.70 (2023) and 192.95 (2024), while net income was $(4.267)M (2022), $(0.263)M (2023), and $(3.841)M (2024) . Board leadership is separated (independent Chairman), and Mr. Faith is not independent given his executive role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| QuickLogic | President & CEO; Director | Since Jun 2016 | Led strategic shift toward eFPGA IP and software; board-level oversight . |
| QuickLogic | VP, Worldwide Marketing; VP, Worldwide Sales & Marketing | 2008–2016 | Drove go-to-market for programmable logic portfolio . |
| QuickLogic | Engineering, Product Line Mgmt, Marketing, Sales (various) | 1996–2008 | Broad operating experience across product lifecycle . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Global Semiconductor Alliance (GSA) | Board Member | n/a | Industry leadership engagement . |
| CE-ATA Organization | Chair, Marketing Committee | n/a | Standards committee leadership . |
| Santa Clara University | Adjunct Lecturer (Programmable Logic) | n/a | Academic/teaching role in core technical area . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 354,432 | 424,000 |
| Target Bonus (%) | 50% | 50% |
| Target Bonus ($) | 177,216 | 212,000 |
| Actual Bonus Paid ($) | 244,432 | 46,812 |
Performance Compensation
| Metric | Weighting | Target | Actual/Payout | Vesting/Timing | Notes |
|---|---|---|---|---|---|
| Revenue (FY24) | 50% | $26.87M | 75% of target revenue incentive | Annual cash | Revenue and non-GAAP op income equally weighted; non-linear payout curves . |
| Proforma (non-GAAP) Operating Income (FY24) | 50% | $5.9M | 16% of target operating income incentive; equal weighting yielded 0% component; net payout based on 25% achievement | Annual cash | Committee retained discretion under Bonus Plan . |
Equity Awards (Grants)
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2024-09-13 | RSU | 99,515 | 761,290 | 50% on 1-year anniversary; 50% on 2-year anniversary (service-based) . |
| 2023-08-24 | RSU | 68,913 | 577,491 | 50% on 1-year anniversary; 50% on 2-year anniversary (service-based) . |
| Tax-related RSUs (not compensation) | RSU | n/a | 155,669 (tax withholding related; not considered compensation) | n/a |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 193,584 shares (1.2% of common outstanding as of Mar 10, 2025) . |
| Outstanding Options | 41,480 options exercisable at $12.05; expire 9/7/2026; vesting 25% after 1 year from 9/8/2016 and 1/48 monthly thereafter . |
| Unvested RSUs (as of Dec 29, 2024) | 34,456 (2023 grant) MV $339,736; 65,059 (2024 grant) MV $641,482 . |
| Hedging/Pledging | Prohibited by insider trading policy . |
| Ownership Guidelines | Company reports no mandatory executive stock ownership policy . |
Vesting cadence and potential supply events:
- 2023 grant (68,913 RSUs): 50% 8/24/2024 and 50% 8/24/2025 (service-based) . 34,456 remained unvested at YE 2024 .
- 2024 grant (99,515 RSUs): 50% 9/13/2025 and 50% 9/13/2026 (service-based) . 65,059 unvested at YE 2024 .
Employment Terms
| Provision | Terms |
|---|---|
| Change-of-Control (CoC) Type | Double trigger (involuntary termination within 3 months prior to or 12 months after a CoC) . |
| Cash Severance | 1x annual cash compensation (base + 100% target bonus), plus any declared unpaid bonus . |
| Health Benefits | COBRA at employee rate for up to 12 months . |
| Equity Acceleration | Full vesting acceleration of outstanding equity awards; stock options post-termination exercisable up to 3 months . |
| 280G Treatment | “Best-net” cut-down vs full pay to avoid excise tax, whichever yields better after-tax benefit . |
| Payment Timing | Lump sum within 30 days of termination (subject to release) . |
| Sample CoC Economics (as of Dec 29, 2024) | Base severance: $424,000; Target bonus: $212,000; Other benefits: $40,688; Equity acceleration value: $981,218 . |
| Clawback | Policy effective Nov 30, 2023; covers cash and equity for Section 16 officers per SEC/Nasdaq rules . |
Performance & Track Record
Financial performance trend:
| Metric | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|
| Revenues ($) | 10,310,000 | 8,634,000 | 12,685,000 | 16,180,000 | 21,198,000 | 20,112,000 |
| EBITDA ($) | -14,162,000* | -9,399,000* | -6,812,000* | -3,053,000* | 1,277,000* | -518,000* |
Values with an asterisk (*) retrieved from S&P Global.
Pay vs. Performance reference points:
| Year | Total Shareholder Return (TSR) | Net Income (Loss) ($) |
|---|---|---|
| 2022 | 97.35 | (4,267,000) |
| 2023 | 365.70 | (263,000) |
| 2024 | 192.95 | (3,841,000) |
Market expectations (trading context):
- Target Price Consensus Mean FY 2025: $7.98* (S&P Global consensus)
Values with an asterisk (*) retrieved from S&P Global.
Board Governance (Director Service, Committees, Independence)
- Service history: Director (Class III) since June 2016; term expires at the 2026 Annual Meeting .
- Independence: Board determined all directors except Mr. Faith are independent; independent sessions held 5 times in 2024 .
- Leadership structure: Independent Chairman (Dr. Michael Farese); CEO and Chair roles separated since 2019 .
- Committees: Audit (Chair: Christine Russell), Compensation (Chair: Gary Tauss), Nominating & Corporate Governance (Chair: Andrew Pease); all composed solely of independent directors .
- Non-standing Equity Incentive Committee: Delegated limited authority to CEO (Brian Faith) and CTO for non-executive grants under caps (e.g., up to 40,000 options or RSUs up to $100,000) .
- Meeting attendance: All directors met ≥75% attendance thresholds in 2024 .
- Director compensation (for Brian Faith): None as an employee-director (compensation reported in NEO table) .
Dual-role implications:
- CEO + Director status reduces independence, but separation of Chair/CEO and fully independent committees mitigate governance concentration risks .
Director Compensation (For Directors)
- Reference: Non-employee director cash retainers and RSU grants disclosed; CEO receives no director compensation .
Compensation Peer Group (Benchmarking)
- 2024 peer group includes: AEHR Test Systems; American Superconductor; Atomera; BK Technologies; CVD Equipment; Everspin Technologies; Evolv Tech Holdings; Identiv; Interlink Electronics; inTest; Iteris; Network-1 Technologies; NVE; Pixelworks; Rigetti Computing; SkyWater Technology; Sono-Tek; Transphorm; Turtle Beach .
- Methodology considers revenue (<$100M), market cap ($60–$450M), fabless semiconductor focus, and California presence; consultant: Compensia .
Say-On-Pay & Shareholder Feedback
- 2023 say-on-pay: >85% approval; Board elected triennial say-on-pay frequency, next vote in 2026 .
- 2025 Annual Meeting outcomes (context): Stockholders approved increases to ESPP and 2019 Stock Plan share reserves .
Compensation Structure Analysis
- Mix shift toward RSUs; no option grants in 2023–2024; retention RSUs vest 50/50 over two years (lower risk/pay certainty vs options) .
- FY24 cash bonus sharply reduced vs FY23 due to underperformance against non-GAAP operating income goal (FY24 payout basis 25% vs FY23 140%) .
- Governance best practices: double-trigger CoC; no tax gross-ups; explicit clawback; no repricing under the 2019 Plan .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (positive) .
- No executive ownership requirement (potential misalignment risk) .
- Equity Incentive Committee includes CEO (within limited authority and for non-executive awards), which merits continued oversight (process controls are specified) .
- No related-party transactions disclosed in 2024; no compensation committee interlocks identified .
Expertise & Qualifications
- Technical and commercial depth in programmable logic and semiconductor systems; prior leadership roles across product, sales, and marketing .
- Industry leadership: GSA board and CE-ATA committee chair .
- Academic contribution as adjunct lecturer in programmable logic .
Investment Implications
- Pay-for-performance alignment tightened in 2024: materially lower cash bonus vs 2023; equity remains time-based RSUs, creating near-term vesting supply in 2H25 and 2H26 (watch for Form 4s around 8/24 and 9/13 anniversaries) .
- CoC terms are shareholder-friendly (double trigger; 1x multiple; full acceleration) and may influence M&A dynamics and management retention in strategic scenarios .
- Absence of ownership guidelines is a relative governance gap; however, hedging/pledging bans and a Nasdaq/SEC-compliant clawback reduce misalignment risk .
- Operating progress is mixed: revenue CAGR positive through 2023 but slight pullback in 2024; EBITDA turned positive in 2023 before modestly negative in 2024; TSR volatile 2022–2024. Monitoring execution on revenue growth and profitability inflection remains key to assessing incentive realizability and potential insider selling pressure around vest dates .