Gary Tauss
About Gary H. Tauss
Gary H. Tauss, age 70, is an independent director of QuickLogic Corporation and has served on the Board since June 2002. He currently chairs the Compensation Committee (a role he has held since September 2004). Tauss brings over two decades of CEO/operating experience across telecom and mobile software, and holds a B.S. and an M.B.A. from the University of Illinois .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BizTech (not‑for‑profit tech incubator) | Executive Director & CEO | Jan 2010 – Mar 2014 | Led incubation of technology businesses |
| Mobidia Technology, Inc. | President & CEO | Oct 2006 – Feb 2008 | Mobile performance management software |
| InfiniRoute Networks Inc. | President, CEO & Director | May 2005 – Mar 2006 (assets sold to TNS) | Carrier software peering services |
| LongBoard, Inc. | President & CEO | Oct 2002 – Apr 2005 | Fixed‑to‑mobile convergence apps |
| TollBridge Technologies, Inc. | President, CEO & Director | Aug 1998 – Jun 2002 | Voice‑over‑broadband products |
| Ramp Networks, Inc. | VP & GM | Prior to 1998 (dates not specified) | Ran engineering, support, marketing |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Hootsuite Inc. | Board Member; now Board Observer | Director: Jan 2010 – 2020; Observer: current | Social media dashboard company (private) |
| NetForecast, Inc. | Board Member | Since Jan 2017 | Network performance/customer satisfaction analytics (private) |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Tauss is independent .
- Committee assignments and roles:
- Compensation Committee: Chair (member since at least 2010; chair since 2004); members include Michael R. Farese and Christine Russell .
- Audit Committee: Not a member (members: Russell – Chair/Financial Expert, Farese, Kim) .
- Nominating & Corporate Governance Committee: Not a member (members: Pease – Chair, Farese, Kim) .
- Attendance: In 2024, the Board met 5 times; no incumbent director attended fewer than 75% of Board and assigned committee meetings. Independent directors held 5 executive sessions .
- Committee activity: 2024 meetings – Audit (5), Compensation (4 + 5 actions by written consent), Nominating (1) .
- Board leadership: CEO and Chair roles are separated; Chair is non‑employee (Dr. Michael R. Farese) .
Fixed Compensation
Director cash compensation structure (2024):
- Annual director retainer: $30,800; committee leadership awards: Chair of Board $22,500; Audit Chair $3,000; Compensation Chair $2,000; Nominating Chair $1,500; committee membership fees: Audit $1,500; Compensation $1,500. Only one leadership compensation award per committee is earned by each director. Retainers paid quarterly; travel expenses reimbursed .
2024 non-employee director compensation – Gary H. Tauss:
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $33,456 | Cash retainer and committee fees (Compensation Committee Chair) |
| Stock Awards (Grant-Date Value) | $24,786 | RSUs granted 9/13/2024 (3,240 RSUs at $7.65 FMV) |
| Total | $58,242 | Sum of cash and equity grant-date fair value |
Performance Compensation
Director equity grants (2024):
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 2024-09-13 | RSUs | 3,240 | $24,786 | Not disclosed (standard annual director grant) |
- Director equity is delivered as time-based RSUs to align with shareholders; no performance metric disclosures for director equity grants .
Plan guardrails:
- Individual non‑employee director limit: Cash fees + equity grant-date value capped at $200,000 per year (up to $300,000 in extraordinary circumstances with recusal) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Tauss .
- Compensation Committee interlocks: None of QuickLogic’s Compensation Committee members (including Tauss) have ever been officers or employees of QuickLogic; no executive officer interlocks reported for FY2024 .
Expertise & Qualifications
- Education: B.S. and M.B.A., University of Illinois .
- Core expertise: CEO/operator roles in telecom/mobile applications and network software; deep go‑to‑market and product experience for mobile markets; longtime Compensation Committee leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gary H. Tauss | 18,263 | <1% | Includes RSUs/options exercisable within 60 days of 3/10/2025; based on 15,542,072 shares outstanding |
Policy and practices:
- Hedging/pledging: Company insider trading policy prohibits directors, officers, and employees from hedging or pledging company stock .
- Related-party/pledging disclosures: No related party transactions requiring disclosure in FY2024; no pledging disclosures identified .
Governance Assessment
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Strengths
- Independent director with extensive operating background; long-serving Compensation Committee Chair provides continuity in pay oversight .
- Strong governance hygiene: separated Chair/CEO roles; independent executive sessions; active committees with documented charters .
- Director pay appears modest and well within the plan’s $200k annual limit; equity awarded in RSUs aligns incentives with shareholders .
- No FY2024 related‑party transactions; insider policy bans hedging/pledging, supporting alignment .
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Potential red flags
- Very long board tenure (since 2002) can raise entrenchment/refreshment concerns despite formal independence; tenure in Compensation Chair role dates to 2004 .
- Limited disclosed performance linkage for director equity (time-based RSUs), which may reduce pay‑for‑performance sensitivity at the board level .
- Say‑on‑pay outcomes and shareholder engagement specifics not disclosed in the cited sections (information gap) .
-
Attendance and engagement
- No attendance shortfalls reported (≥75% threshold met); Board met 5 times, independent directors met 5 times; Compensation Committee met 4 times with 5 additional unanimous written consents, indicating active oversight cadence .
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Conflicts
- Compensation Committee interlocks: none; no cross‑board officer/director conflicts disclosed for FY2024 .
- Related‑party transactions: none requiring disclosure in FY2024 .