Elias Nader

About Elias Nader

QuickLogic’s Chief Financial Officer and SVP Finance since February 1, 2022, Elias Nader is a semiconductor finance veteran with 30+ years’ experience, including CFO roles at Pixelworks and Sigma Designs (also interim President & CEO) and prior executive roles at Imperial Jet and Dionex; he holds B.S. in Accounting, B.A. in Economics, and an MBA in International Business from San Jose State University . As CFO, his incentive pay is tied to revenue and non‑GAAP operating income performance under the Executive Bonus Plan; 2024 payouts were 25% of target (below plan), versus 140% in 2023 (above plan), aligning realized cash bonuses with operating results . Company pay-versus-performance disclosures show TSR of 192.95 in 2024 (index from $100), 365.70 in 2023, and 97.35 in 2022, with net income of $(3.84)M in 2024, $(0.26)M in 2023, and $(4.27)M in 2022, framing shareholder and earnings trends during his tenure window .

Past Roles

External Roles

Fixed Compensation

• Base salary and target bonus percent (target cash compensation):

• Summary compensation (realized for the year):

Notes:

• 2024 stock award amounts include certain RSUs issued to cover tax liabilities, not considered compensation (Elias Nader $63,932) .
• Company provides no perquisites to NEOs above $10,000; Saxe alone receives a car allowance; none for Nader .

Performance Compensation

• Annual cash bonus plan structure and results:

• Equity incentives: Time-based RSUs only (no performance-based stock awards in 2023 or 2024) . Refresh RSUs approved August 2023 (granted Aug 24, 2023) and August 2024 (granted Sept 13, 2024); vest 50% on first anniversary and 50% on second anniversary, subject to continued service .

• Grants of plan-based awards to Elias Nader:

Equity Ownership & Alignment

• Beneficial ownership and policy alignment:

• Vested vs. unvested equity (as of fiscal year-end 2024):

• Options: No outstanding options for Nader at FY2024 year-end; QuickLogic granted no options or SARs to NEOs under the 2019 Plan .

• ESPP: Nader has purchased 10,248 shares through the Employee Stock Purchase Plan since inception, evidencing incremental ownership alignment .

• Ownership and trading policies:

  • No mandatory executive ownership guidelines; company does not require holding a set multiple of salary .
  • Hedging and pledging of company stock are prohibited under the insider trading policy, mitigating alignment risks from collateralization or derivatives .

Employment Terms

• Appointment and initial compensation: Appointed CFO/SVP Finance effective Feb 1, 2022; initial base salary $300,000; eligible for 50% target annual bonus; new hire RSUs of $200,000 and a $60,000 sign-on RSU, with 25% vest at first anniversary then 1/8 every six months (new hire), and sign-on RSUs vest quarterly over one year; all awards subject to continued service and 2019 Stock Plan terms .

• Change-in-control (CIC) severance: Double-trigger structure—benefits only upon involuntary termination within 3 months before or 12 months after a CIC; includes 100% of annual cash compensation (base plus 100% of target bonus), 12 months of COBRA at employee cost rates, and full acceleration of unvested equity; lump-sum payment within 30 days; 280G “best-net” cutback; no tax gross-ups .

• CIC severance economics (illustrative, as of 12/29/2024):

• Clawback: Company-wide clawback policy compliant with SEC Rule 10D‑1 and Nasdaq listing standards; covers equity and cash incentive compensation of Section 16 officers .

Compensation Structure Analysis

• Mix and trend:

  • High equity mix via time-based RSUs; no performance RSUs in 2023 or 2024—lower risk but less direct performance linkage than PRSUs .
  • Bonus plan remains tightly tied to revenue and non-GAAP operating income; 2024 underperformance drove a sharp drop in cash incentive (to $39,450 from $215,169 in 2023), reflecting pay-for-performance discipline .

• Risk controls and shareholder friendliness:

  • Double-trigger CIC, no tax gross-ups, clawback policy active, anti-repricing under the 2019 Plan, and hedging/pledging prohibitions .

Say‑on‑Pay, Peer Group, and Governance

• Say‑on‑Pay: 2023 advisory vote received over 85% approval; the company will hold the next say‑on‑pay in 2026 per its chosen frequency cadence .

• Compensation peer group: Small-cap tech/semiconductor cohort (e.g., AEHR Test Systems, Everspin, Pixelworks, SkyWater Technology, Transphorm, Turtle Beach); used as one input in setting targets .

• Plan design protections: No automatic single‑trigger vesting on CIC; no repricing without shareholder approval .

Performance & Track Record

• Realized pay aligned to results:

  • 2024: Net income $(3.84)M; TSR index 192.95; bonus payout at 25% of target .
  • 2023: Near break-even net income $(0.26)M; TSR index 365.70; bonus payout at 140% of target .

• Major achievements (compensation-linked):

  • Overachievement in 2023 against revenue and operating income plan (driving above-target bonuses) .
  • 2024 equity refresh grants with two-year vesting to support retention amid growth investments .

Vesting Schedules and Potential Selling Pressure

• Upcoming scheduled vests (time-based):
  • 2023 refresh RSUs: 50% on/around Aug 24, 2025; remaining 50% on/around Aug 24, 2026, subject to continued service .
  • 2024 refresh RSUs: 50% on/around Sept 13, 2025; remaining 50% on/around Sept 13, 2026, subject to continued service .
• Implications: These anniversary vests can create periodic liquidity events and potential selling pressure; however, hedging/pledging are prohibited and there is no policy mandating holdings, so post‑vest retention depends on personal decisions and blackout/trading windows .

Related Party Transactions and Red Flags

• Related party transactions: None requiring disclosure in 2024; audit and governance committees monitor conflicts policies .
• Red flags: None evident on repricings, tax gross-ups, hedging/pledging, or single‑trigger CIC vesting; no excessive perquisites .

Equity Plan Supply and Overhang (Context)

• 2019 Stock Plan: In March 2025, board seeking to add 1,100,000 shares to maintain competitiveness; 2024 burn rate 3.7%, 3‑year average 3.5%; fully diluted overhang projected at 10.4% inclusive of proposed shares .

Investment Implications

• Pay-for-performance integrity is strong: 2024 bonuses dropped materially to 25% of target after underperformance, while 2023 paid at 140%, indicating the plan calibrates realized cash to operating execution .
• Retention risk appears moderate: Time-based RSUs with two-year vesting cadence and periodic refreshes provide near-term retention hooks; double-trigger CIC with full acceleration further reduces exit friction .
• Alignment signals: Prohibition on hedging/pledging, active clawback, and ESPP participation (10,248 shares) support shareholder alignment; absence of ownership guidelines leaves discretion on post-vest holding .
• Watch items: Concentration of time-based RSUs (no PRSUs) modestly weakens direct linkage to multi-year performance; anniversary vesting dates (Aug/Sept 2025/2026) may create episodic selling flows; monitor Form 4s around these windows and bonus plan calibration for 2025 .