Bill Parnell
SOCKET MOBILEAbout Bill Parnell
Bill Parnell, age 69, is an independent director of Socket Mobile (SCKT) and has served on the board since June 2017. He previously served as President and CEO of Datalogic ADC (2012–2015), Datalogic Scanning (2006–2011), and Datalogic Mobile (2011), bringing deep expertise in automatic data capture across retail, manufacturing, logistics, and healthcare. He holds an MBA from the University of Washington and a B.S. in Physics from Utah State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Datalogic ADC | President & CEO | Jan 2012 – Jul 2015 | Led automatic data capture operations across multiple verticals |
| Datalogic Scanning (incl. PSC, Inc.) | President & CEO | Mar 2006 – Dec 2011 | Oversaw scanning business integration and growth |
| Datalogic Mobile | President & CEO | Jan 2011 – Dec 2011 | Led mobile unit in automatic data capture |
External Roles
- No other public company directorships disclosed in the 2025 proxy; biography lists operating leadership roles at Datalogic rather than concurrent public board service .
Board Governance
- Independence: The board determined Mr. Parnell is independent under Nasdaq standards; independent directors (including Parnell) held executive sessions at all board meetings in 2024 .
- Committees: Audit Committee member; Compensation Committee Chair; Nominating Committee member .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of board and committee meetings; Audit Committee met 4 times in 2024 .
- Audit Committee report lists Parnell as a signing member, indicating active participation in financial oversight .
- Shareholder support: In 2025, Parnell was re-elected with 4,083,882 votes for and 54,990 withheld, and say‑on‑pay passed with 91.3% of votes cast, signaling broad investor support .
Committee Memberships
| Committee | Role | Independence Status |
|---|---|---|
| Audit Committee | Member | Independent; committee fully independent |
| Compensation Committee | Chair | Committee fully independent; charter allows use of independent consultants |
| Nominating Committee | Member | Committee fully independent |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $40,000 |
| Restricted Stock Awards ($) | $14,300 |
| Option Awards ($) | $35,977 |
| Total ($) | $90,277 |
| Board Meeting Fee (per regular meeting) | $8,000 |
| Committee Chair Fee (per regular meeting) | $2,000 |
Performance Compensation
| Equity Component | Grant Date | Quantity | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | May 15, 2024 | 10,000 shares | $14,300 | Immediate vesting on grant date | Annual director equity grant; service‑based |
| Stock Options (Outstanding) | As of Dec 31, 2024 | 46,000 shares | $35,977 (award value for 2024) | Not specified | 6/25/2024: prior director options canceled and replaced at a lower exercise price following shareholder approval; no incremental ASC 718 expense |
- Performance metrics tied to director compensation: None disclosed for directors; director equity grants are for board/committee service and leadership positions rather than performance goals .
- Compensation Committee oversight: As Chair, Parnell oversaw CD&A inclusion; committee has authority to retain independent consultants and reviews compensation risk .
Other Directorships & Interlocks
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | — |
- No additional public company boards for Parnell disclosed in proxy; primary external background is operating leadership at Datalogic .
Expertise & Qualifications
- Industry expertise: Automatic Data Capture and Industrial Automation across retail, manufacturing, logistics, and healthcare .
- Education: MBA (University of Washington); B.S. Physics (Utah State University) .
- Board-relevant skills: CEO experience; compensation oversight (Compensation Committee Chair); audit participation .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (Shares) | 235,379 |
| Ownership % of Common Stock | 2.9% |
| Options Exercisable within 60 Days | 10,542 shares |
| Shares Issuable Upon Note Conversion | 179,722 shares (at holder’s discretion) |
| Record Date and Shares Outstanding Reference | April 4, 2025; 7,952,988 shares outstanding |
- Pledging/Hedging: No pledging or hedging disclosures for Parnell in the proxy; no director ownership guideline disclosure identified .
Related-Party Transactions and Conflicts
| Date | Instrument | Principal | Interest | Term/Maturity | Conversion Price | Notes |
|---|---|---|---|---|---|---|
| May 26, 2023 | Secured subordinated convertible note | $100,000 | 10% cash, quarterly | 3 years; matures May 26, 2026 | $1.34/share | Secured by company assets; subordinated to senior debt; holder may require repayment after May 26, 2024 |
| Aug 21, 2024 | Secured subordinated convertible note | $100,000 | 10% cash, quarterly | Term not separately stated; aligns with program terms | $1.34/share (conversion terms per program) | Participation alongside Board Chair; financing totals $1,000,000 |
- Repricing of director options: On June 25, 2024, outstanding director stock options were canceled and replaced with options at a lower exercise price following shareholder approval; although ASC 718 triggered no incremental expense, such repricing is a governance red flag for investor alignment .
- Director as creditor: Parnell’s role as a convertible note holder (secured, 10% interest, convertibility) creates a potential conflict as director-lender with economic exposure distinct from common shareholders .
Say‑on‑Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Abstained | Outcome |
|---|---|---|---|---|
| 2025 Advisory Vote on Executive Compensation | 3,777,069 | 213,849 | 147,954 | Approved; 91.3% of votes cast |
- Director election (2025): Parnell received 4,083,882 votes for and 54,990 withheld; re‑elected with strong support .
Governance Assessment
- Strengths:
- Independent director with CEO-level operating experience in SCKT’s adjacent industry; active on Audit and Compensation Committees and chairs Compensation .
- Regular independent director executive sessions and documented audit oversight participation .
- Strong shareholder support in 2025 elections and say‑on‑pay approval, indicating investor confidence in governance and pay practices .
- Concerns / RED FLAGS:
- Option repricing for non‑employee directors (cancel-and-replace at lower exercise price) can undermine pay‑for‑performance alignment and set precedent for future award modifications .
- Related-party financing: Parnell’s secured, subordinated convertible notes with 10% interest and conversion rights introduce potential conflict between creditor interests and shareholder priorities; conversion features add complexity to alignment .
- Attendance disclosure only confirms ≥75% rather than full attendance; board met five times and audit four—greater transparency on individual attendance would enhance accountability .
- Overall read-through:
- Parnell’s leadership of the Compensation Committee and audit participation contribute positively to board effectiveness; however, the 2024 option repricing and director financing participation warrant monitoring for future compensation decisions and capital structure transactions .