Charlie Bass
SOCKET MOBILEAbout Charlie Bass
Charlie Bass is an 83-year-old co-founder of Socket Mobile and has served as Chairman of the Board since 1992; he was CEO from April 1997 to March 2000 and holds a Ph.D. in electrical engineering from the University of Hawaii, also serving as Trustee of The Bass Trust since 1988 . The Board determined he is an independent director under Nasdaq standards, and he is designated an audit committee financial expert; in 2024 each director attended at least 75% of Board and committee meetings (five Board meetings were held in 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Socket Mobile, Inc. | Chairman of the Board | 1992–present | Leads independent board oversight; chairs Audit and Nominating Committees |
| Socket Mobile, Inc. | Chief Executive Officer | Apr 1997–Mar 2000 | CEO during transition period |
| The Bass Trust | Trustee | Since Apr 1988 | Fiduciary role; potential related-party context if transactions arise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed | — | — | The 2025 proxy does not list other public company directorships for Dr. Bass |
Board Governance
- Independence: Board determined all directors except the CEO (Kevin Mills) and CFO (Lynn Zhao) are independent; Bass is independent and serves as Chairman of the Board .
- Committee leadership and expertise:
- Audit Committee: Bass (Chairman), Parnell, Lazarev; Bass designated audit committee financial expert .
- Nominating Committee: Bass (Chairman); operates as committee of the whole among independent directors .
- Compensation Committee: Parnell (Chair), Lazarev, Hartmann (not standing for re-election) .
- Attendance and engagement: Board met five times in 2024; Audit Committee met four times; independent directors met separately at all Board meetings; each director attended at least 75% of Board and committee meetings on which they served .
Fixed Compensation
| Component | Terms/Amount | 2024 Bass Actual |
|---|---|---|
| Board meeting fee (cash) | $8,000 per regular Board meeting attended | $40,000 cash fees |
| Committee chair fee (cash) | +$2,000 per regular meeting for committee chair responsibilities | Included in policy; specific Bass cash breakdown not separately disclosed |
| Total cash fees | — | $40,000 |
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock Award (RSA) | May 15, 2024 | 15,000 | $21,450 | Vests immediately on grant date |
| Option exchange program (replacement options) | Jun 25, 2024 | 93,000 (cancelled and replaced, same count) | Lower grant-date fair value than cancelled options; no incremental expense | New options with exercise price set at closing price on grant date; new vesting schedule; 10-year term |
| Aggregate options outstanding (as of Dec 31, 2024) | — | 143,000 | — | — |
| New option grant | Jun 26, 2025 | 50,000 | — | — |
Option exchange program terms (company-wide for eligible participants): Underwater options were cancelled and replaced with options at market exercise price on grant date; replacement options carried a full 10-year term and new vesting schedules; valuation indicated lower fair value, resulting in no incremental compensation expense under ASC 718 .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Other public company boards | None disclosed for Charlie Bass in the 2025 proxy |
| Interlocks/Related dealings | Participated in company financing via secured subordinated convertible notes: $1,000,000 note (10% interest, convertible at $1.34/sh, matures May 26, 2026) in May 2023; $525,000 note (10% interest, convertible at $0.9515/sh, matures Aug 21, 2027) in Aug 2024; notes secured by company assets and subordinated to bank debt |
Expertise & Qualifications
- Technical and governance expertise: Ph.D. in electrical engineering; co-founder and long-tenured board leader; designated audit committee financial expert .
- Industry experience: Long-term involvement in Socket Mobile’s technology and operations, including prior CEO role .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 3,607,381 shares | 36.2% of common shares outstanding |
| Ownership % of shares outstanding | 36.2% | Based on 7,952,988 shares outstanding as of Apr 4, 2025 |
| Options exercisable within 60 days | 32,771 shares | Included in beneficial total |
| Shares issuable upon conversion of notes | 1,982,959 shares | Included in beneficial total; convertible at holder’s discretion |
Governance Assessment
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Strengths
- Independent Chairman with deep technical background; serves as audit committee financial expert, bolstering financial oversight .
- Demonstrated board engagement: independent sessions at all Board meetings; minimum 75% attendance by directors; structured committee charters and governance policies .
- Clear director compensation framework; director equity grants and fees are disclosed; director grants vest immediately, reducing overhang from unvested director equity .
-
Potential conflicts and RED FLAGS
- Controlling influence: Bass beneficially owns 36.2% of common stock, which may challenge perceived independence despite Nasdaq determination; investor sensitivity to board independence and minority shareholder protections warranted .
- Related-party financings: Bass participated in 10% secured subordinated convertible notes in 2023 and 2024 (convertible prices $1.34 and $0.9515, respectively); while registered for resale and disclosed, insider participation in convertible instruments can create misalignment risk around capital structure and dilution .
- Option modifications: Company implemented shareholder-approved option exchange lowering exercise prices for underwater options, including directors; although no incremental ASC 718 expense, option repricing/exchange is commonly viewed as a governance red flag unless clearly justified for retention and aligned with shareholder interests .
- Family relationship on management team: CEO’s adult son is a 5%+ stockholder and an employee, with equity grants and compensation disclosed; while not directly Bass’s conflict, heightened related-party oversight responsibilities fall to the independent Chairman and Audit Committee .
-
Additional signals
- Board structure: Independent chairman separate from CEO; all committees composed of independent directors; routine executive sessions enhance oversight quality .
- Liability protections and indemnification: Standard Delaware exculpation and indemnification provisions with director agreements; no pending litigation noted, but investors should monitor for potential claims episodes given broad indemnification .
Overall implication: Bass’s technical depth and committee leadership are positives for oversight, but his large equity stake and participation in insider convertible financings introduce perceived conflicts that warrant continued monitoring of capital raises, dilution, and committee decision-making processes .
Director Compensation Details (Reference)
| Item | Detail |
|---|---|
| Director meeting fees | $8,000 per regular Board meeting for non-employee directors |
| Committee chair fees | +$2,000 per regular meeting to recognize committee leadership responsibilities |
| 2024 director cash received (Bass) | $40,000 |
| 2024 director equity (Bass) | 15,000 RSAs (granted May 15, 2024), fair value $21,450; 93,000 options cancelled and replaced Jun 25, 2024 (exchange program) |
| Options outstanding (Bass) | 143,000 shares underlying options as of Dec 31, 2024; new grant 50,000 options on Jun 26, 2025 |
Independence, Attendance, and Engagement
| Measure | Value |
|---|---|
| Independence status | Independent under Nasdaq standards |
| Audit Committee | Bass (Chair), Parnell, Lazarev; Bass is audit committee financial expert |
| Nominating Committee | Bass (Chair) |
| Compensation Committee | Parnell (Chair), Lazarev, Hartmann |
| Board meetings in 2024 | 5; independent directors met separately at all Board meetings |
| Director attendance threshold | Each director attended at least 75% of Board and committee meetings |
Related Party Transactions (Bass-specific)
| Date | Instrument | Principal | Interest | Conversion Price | Maturity | Notes |
|---|---|---|---|---|---|---|
| May 26, 2023 | Secured subordinated convertible note | $1,000,000 | 10% | $1.34/sh | May 26, 2026 | Secured; subordinated to bank debt; holder can require repayment after May 26, 2024; resale registration filed Jun 21, 2023 |
| Aug 21, 2024 | Secured subordinated convertible note | $525,000 | 10% | $0.9515/sh | Aug 21, 2027 | Secured; subordinated; holder can require repayment after Aug 21, 2025; resale registration filed Nov 12, 2024 |
Equity Ownership Alignment
- Significant “skin-in-the-game”: 3,607,381 shares beneficially owned (36.2%); includes 32,771 options exercisable within 60 days and up to 1,982,959 shares issuable on conversion of notes .
- Pledging/Hedging: No pledging disclosures noted; company maintains insider trading policy; Section 16 compliance reported for 2024 .
Governance Assessment (Investor Lens)
- Board effectiveness: Strong committee leadership and independent oversight processes; Bass’s technical and financial expertise supports audit quality .
- Conflict risk: Large ownership and insider convertible note participation can create perceived conflicts around financing terms and dilution; the option exchange program (even if shareholder-approved) merits continued scrutiny as a compensation governance signal .
- Monitoring priorities:
- Future capital raises (pricing, insider participation, terms) .
- Director equity practices (option exchanges, immediate vesting RSAs for directors) .
- Committee independence in related-party oversight, especially Audit and Nominating functions led by Bass .