Ron Shelton
About Ron Shelton
Ron Shelton was appointed to QuickLogic’s Board of Directors as a Class III director effective August 7, 2025, and named Chair of the Audit Committee. The Board determined he is an independent director under Nasdaq listing standards; there are no family relationships or related-party arrangements, and he will be compensated under the standard non‑employee director policy . He is currently CFO of Syntiant Corp. and previously held CFO roles at Navitas Semiconductor, Adesto Technologies, GigOptix, and Cirrus Logic; he holds a BA in Economics from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Navitas Semiconductor | Chief Financial Officer | Not disclosed | Senior financial leadership for a public semiconductor company |
| Adesto Technologies | Chief Financial Officer | Not disclosed | Led finance at a public semiconductor/IoT company |
| GigOptix | Chief Financial Officer | Not disclosed | CFO for an analog/mixed-signal semiconductor firm |
| Cirrus Logic | Chief Financial Officer | Not disclosed | CFO for a public mixed-signal audio semiconductor company |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Syntiant Corp. (private) | Chief Financial Officer | Not disclosed | Edge AI chips/software; operating role, not a public directorship |
Board Governance
- Appointment and independence: Class III director effective Aug 7, 2025; Audit Committee Chair; Board determined independence; no arrangements, family relationships, or related-party interests disclosed .
- Committee configuration change context: Following the July 11, 2025 passing of Audit Chair Christine Russell, the Audit Committee temporarily named Michael R. Farese as chair; Shelton was subsequently appointed Audit Chair on Aug 7, 2025, restoring a three‑member independent Audit Committee .
- Board independence and executive sessions: All directors other than the CEO are independent; independent directors held five executive sessions in the last fiscal year .
- Meeting cadence (FY2024): Board met 5 times; Audit Committee met 5 times; Compensation Committee met 4 times (plus 5 unanimous written consents); Nominating & Corporate Governance Committee met once .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $30,800 | Paid quarterly |
| Audit Committee Chair annual fee | $3,000 | One leadership award per committee per director |
| Audit/Comp Committee member fee | $1,500 | Not additive to chair fee for the same committee |
| Policy‑implied annual cash for Audit Chair | $33,800 | Based on FY2024 policy: $30,800 + $3,000 |
Shelton will be compensated in accordance with the Company’s standard policy for non‑employee directors .
Performance Compensation
| Grant Type | Grant Date | Units/Shares | Grant Date Value | Notes |
|---|---|---|---|---|
| Annual RSU grant – Chairman of the Board (FY2024) | Sep 13, 2024 | 7,970 | $60,971 | FMV $7.65 on grant date |
| Annual RSU grant – Non‑employee directors (FY2024) | Sep 13, 2024 | 3,240 | $24,786 | FMV $7.65 on grant date |
| Director award cap (cash + equity) | N/A | N/A | $200,000 | $300,000 only in extraordinary circumstances; 2019 Plan limit |
Future director grants are at Board discretion; Shelton’s compensation follows standard policy .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Shelton .
- Related party/transactions: The Company reported no related‑party transactions for FY2024; the 8‑K states Shelton has no material interest in transactions requiring disclosure and no arrangements with other persons for his election .
Expertise & Qualifications
- 25+ years of financial and operational leadership; repeated CFO tenures across public and private semiconductors and AI/edge companies .
- Deep audit/oversight experience aligned with Audit Chair role; Board determined independence under Nasdaq standards .
- Education: BA, Economics (Stanford University) .
Equity Ownership
| Date | Filing | Summary | Link |
|---|---|---|---|
| Aug 29, 2025 | Form 3 (Initial Statement) | Initial beneficial ownership filed following appointment | https://www.sec.gov/Archives/edgar/data/882508/000141588925023293/xslF345X02/form3-08292025_080847.xml |
| Sep 4, 2025 | Form 4 (Changes in Ownership) | Reported director equity transaction (RSUs) | https://www.sec.gov/Archives/edgar/data/882508/000141588925023727/xslF345X05/form4-09042025_100951.xml |
- As of March 10, 2025 (before Shelton’s appointment), he is not listed in the beneficial ownership table; management and director ownership are shown as of that date for then‑serving insiders .
Insider Trading, Clawbacks, Hedging/Pledging
- Clawback policy: Board‑approved policy compliant with SEC/Nasdaq Rule 10D‑1 for recovery of erroneously awarded compensation to Section 16 officers .
- Anti‑hedging/pledging: Insider trading policy prohibits directors and employees from hedging or pledging Company stock .
Governance Assessment
-
Positives
- Independent Audit Committee Chair with extensive CFO experience in semiconductors and AI/edge markets—strengthens financial reporting oversight .
- Robust governance controls: executive‑session cadence; clawback policy; anti‑hedging/pledging restrictions; no tax gross‑ups; double‑trigger CoC for executives, indicating shareholder‑aligned practices .
- Director compensation structure includes modest cash retainer and time‑based RSUs with an annual cap; aligns director pay with shareholders while limiting excess .
-
Watch items / potential conflicts
- External CFO role at Syntiant (edge AI silicon/software) is industry‑adjacent to QuickLogic’s endpoint AI and eFPGA businesses; while no related‑party dealings are disclosed, investors should monitor for any future commercial relationships or competition concerns; Board independence and conflict‑review processes are in place .
- 2025 Audit Committee leadership transition following the passing of long‑tenured Audit Chair Christine Russell necessitated rapid reconstitution; Shelton’s appointment addresses continuity, but 2025 attendance/engagement data will be informative once reported .
Appendix: Board & Committee Activity (FY2024)
| Body | Meetings (FY2024) | Notes |
|---|---|---|
| Board of Directors | 5 | Plus 3 unanimous written consents |
| Audit Committee | 5 | Independent; chartered; financial expert designated (for FY2024) |
| Compensation Committee | 4 | Plus 5 unanimous written consents |
| Nominating & Corporate Governance Committee | 1 | Independent; oversees conflicts/independence |
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