Michael Farese
About Michael R. Farese
Michael R. Farese, Ph.D., age 78, has served on QuickLogic’s Board since April 2008 and as non‑employee Chairman of the Board since December 6, 2019; he previously served as lead independent director and chaired the Nominating & Corporate Governance Committee (2014–2021) . He is independent under Nasdaq rules; the Board held five independent director executive sessions in 2024 . He holds a B.S.E.E. and Ph.D. in Electrical Engineering from Rensselaer Polytechnic Institute and an M.S. in Engineering from Princeton University, with 45+ years in telecom and semiconductors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Antenna 79 | Chief Scientist | Jan 2015–Dec 2016 (until acquisition) | Advanced antenna tech for wireless devices |
| Entropic Communications (fabless semi; acquired by MaxLinear) | CTO & SVP Global Engineering | Jun 2010–Dec 2014 | MoCA standard; connected home |
| BitWave Semiconductor | President & CEO; Director | Sep 2007–May 2010 | Programmable RF semiconductors |
| Palm, Inc. (acquired by HP) | SVP Engineering | Sep 2005–Sep 2007 | Treo smartphones |
| WJ Communications (RF semiconductor) | President & CEO; Director | Mar 2002–Jul 2005 | RF semiconductor leadership |
| Tropian Inc. | President & CEO; Director | Oct 1999–Mar 2002 | High‑efficiency RF ASICs for 2.5/3G |
| Motorola, Ericsson, Nokia, ITT | Senior management roles | Prior to 1999 | Wireless/telecom leadership |
| AT&T; Bell Laboratories | Management roles | Prior to 1999 | Telecom R&D/management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PMC‑Sierra (acquired by Microsemi) | Director | May 2006–Jan 2016 | Internet infrastructure semis |
Board Governance
- Structure and independence: Board separates CEO and Chair roles; Farese is non‑employee Chair since Dec 2019 . All directors except CEO are independent; five independent director sessions in 2024 .
- Committees and 2024 activity: Audit (5 meetings), Compensation (4 meetings), Nominating & Corporate Governance (1 meeting) .
- Farese’s assignments: Member—Audit; Member—Compensation; Member—Nominating & Corporate Governance; Chairman of the Board (not a committee chair) .
- Attendance: Board met five times; no director attended fewer than 75% of Board and committee meetings; all directors attended May 9, 2024 annual meeting .
| Committee | Farese Role | Committee Chair | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Audit | Member | Christine Russell (Audit Committee Financial Expert) | 5 | Independent; oversight of financial reporting and auditor |
| Compensation | Member | Gary H. Tauss | 4 | Oversees exec and director comp; independent membership |
| Nominating & Corporate Governance | Member | Andrew J. Pease | 1 | Board composition, conflicts, governance principles |
| Independent Directors’ Sessions | Participant | N/A | 5 | Executive sessions of independent directors |
Fixed Compensation
- Cash retainer and leadership fees (structure): Non‑employee directors receive $30,800 annual retainer; leadership awards: Chairman of the Board $22,500; Audit Chair $3,000; Compensation Chair $2,000; Nominating Chair $1,500; Audit Committee member $1,500; Compensation Committee member $1,500. One leadership award per committee; paid quarterly; travel expenses reimbursed .
- 2024 cash earned (reported): Farese received $54,876 in cash fees .
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $54,876 |
| Notes (structure) | Retainer $30,800; Chair/membership leadership awards per policy |
Performance Compensation
- Annual director equity grant: On September 13, 2024, Farese received 7,970 RSUs, grant‑date value $60,971; grant FMV $7.65/share .
- Reported 2024 total director compensation: $115,847 (cash $54,876; stock awards $60,971) → equity ~53% of total (analysis based on proxy table) .
| Grant Date | Award Type | Units | Grant‑Date Value (USD) | FMV per Share (USD) |
|---|---|---|---|---|
| Sep 13, 2024 | RSUs | 7,970 | $60,971 | $7.65 |
Other Directorships & Interlocks
- Current other public boards: None disclosed for Farese in 2025 proxy .
- Prior public boards: PMC‑Sierra (Director, 2006–2016) .
- Compensation Committee interlocks: None—members (Farese, Russell, Tauss) were not officers/employees; no interlocks disclosed .
| Company | Role | Status |
|---|---|---|
| PMC‑Sierra | Director | Prior (2006–2016) |
| Compensation Committee Interlocks | N/A | None disclosed |
Expertise & Qualifications
- Education: B.S.E.E. and Ph.D. in Electrical Engineering (Rensselaer Polytechnic Institute); M.S. in Engineering (Princeton University) .
- Technical/industry expertise: Extensive wireless, RF semiconductors, cellular technologies; executive experience and strategic planning skills bringing valuable perspective to the Board .
Equity Ownership
- Beneficial ownership (as of March 10, 2025): 37,240 shares; less than 1% of outstanding (15,542,072 shares outstanding) .
- Policy signals: Insider trading policy prohibits hedging and pledging; no equity ownership mandate disclosed for NEOs; director ownership guidelines not disclosed .
| Holder | Shares Beneficially Owned | Percent of Class | Basis Date |
|---|---|---|---|
| Michael R. Farese | 37,240 | <1% | March 10, 2025 |
Footnote: Beneficial ownership includes outstanding shares plus RSUs/options exercisable within 60 days of March 10, 2025 .
Governance Assessment
- Positive signals:
- Independent Chair with broad semiconductor/wireless operating experience enhances oversight and strategic guidance .
- Full independence across committees; separation of Chair and CEO roles .
- Strong engagement and attendance; independent executive sessions (5) .
- Robust governance policies: clawback policy (effective Nov 30, 2023) and prohibitions on hedging/pledging; committee charters published .
- No related party transactions requiring disclosure in FY2024 .
- Watch items:
- Ownership alignment: Farese’s reported holdings are modest (<1%), typical for micro/small‑cap boards but limits absolute “skin‑in‑the‑game”; no director ownership guideline disclosed .
- Committee leadership concentration not with Chair (Farese is member across committees, not chair), which is generally good practice for independence, but also means influence is through membership rather than committee leadership .
Related‑Party & Conflicts Review
- Audit and Nominating & Corporate Governance Committees explicitly oversee related‑party transactions and conflicts; no such transactions were required to be disclosed in FY2024 .