Ivan Lazarev
SOCKET MOBILEAbout Ivan Lazarev
Ivan Lazarev (age 67) is an independent director of Socket Mobile (SCKT) since October 2019. He is a technology entrepreneur and operator with deep experience in NFC-enabled credentialing and event technology, holding a Master’s in Mechanical Engineering (Arts & Métiers, Paris) and an MBA in International Business (University of South Carolina). He is deemed independent under Nasdaq rules; the Board confirmed all directors except the CEO (Kevin Mills) and CFO (Lynn Zhao) are independent in 2025 and 2024 reviews .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ITN International | Co-founder & CEO | 1999–2018 | Pioneered web and NFC smart-card BCARD registration/ID systems for events |
| Aventri | Group Head, Experiential Solutions | Late 2018–2020 | Led global onsite services/tech strategy post-ITN acquisition |
| eExpo | Vice President | ~5 years (pre-1999) | Drove investments in internet tech for U.S. events industry |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| GCC, LLC | Owner | Private | Investment and technology consulting company |
Board Governance
- Structure and independence
- Independent director; Board confirms majority independence; independent Chairman (Dr. Charlie Bass) with executive sessions at all Board meetings in 2024 .
- Board meetings: 5 in 2024; Audit Committee met 4 times in 2024; each director attended at least 75% of Board and committee meetings in 2024 (and similarly in 2023) .
- Committee assignments and roles
- Audit Committee member (Chair is Dr. Bass; Audit includes Bass, Parnell, Lazarev) .
- Compensation Committee member (Chair is Parnell; members Parnell, Lazarev, Hartmann in 2024–25) .
- Nominating Committee member (chaired by Bass; independent directors function as committee of the whole) .
- Say-on-pay outcomes (investor sentiment)
- Strong shareholder support two years running (see table). High approval generally signals acceptable governance on pay .
| Item | 2024 | 2025 |
|---|---|---|
| Say-on-Pay “For” (%) | 94.3% of votes cast | 91.3% of votes cast |
| Auditor Ratification “For” (%) | 88.0% of votes cast | 94.3% of votes cast |
| Lazarev Election (For / Withheld) | 3,649,941 / 113,296 (elected) | 4,083,387 / 55,485 (elected) |
Fixed Compensation
- Cash retainers: Non-employee directors are paid $8,000 per regularly scheduled quarterly Board meeting; committee chairs receive an additional $2,000 per regular meeting; schedule is one regular meeting per quarter .
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | 32,000 | Per-meeting fee structure applied |
| 2024 | 32,000 | Per-meeting fee structure applied |
Performance Compensation
- Annual equity for directors consists of restricted stock awards (RSAs) and, in 2024, replacement options due to a one-time shareholder-approved option exchange; director RSAs typically vest immediately on grant (2024) or by end of service year (2023 default) .
- 2024 company-wide option exchange: Shareholder-approved one-for-one replacement of underwater options with new 10-year options at FMV and fresh vesting; directors included; Lazarev replaced 14,000 options. Replacement options had lower grant-date fair value; no incremental comp expense under ASC 718 .
| Equity Item | 2023 | 2024 |
|---|---|---|
| RSAs Granted to Lazarev (shares; grant date; fair value $) | 7,000; 2023-06-07; $8,680 | 9,000; 2024-05-15; $12,870 |
| Director RSA Vesting Convention | Vests anytime during service year; default last day of term | Vests immediately on grant date |
| Options – Exchange/Replacement | N/A in 2023 | 14,000 options cancelled and replaced; lower exercise price; no incremental expense |
| Outstanding Director Options (12/31) | 19,250 (Lazarev) | 21,000 (Lazarev) |
Note: The option exchange program received 82.5% stockholder approval in 2024 (Item 3) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Committee roles at other public companies | None disclosed |
| Interlocks (competitors/suppliers/customers) | None disclosed for Lazarev. Company-related party transactions in 2023–2024 involve CEO Mills, Chair Bass, and Director Parnell via subordinated convertible notes; no Lazarev involvement disclosed . |
Expertise & Qualifications
- Technical/industry: NFC, event technology platforms, onsite services; relevant to SCKT’s mobile data capture domain .
- Education: Master’s in Mechanical Engineering (Arts & Métiers), MBA in International Business (University of South Carolina) .
- Board skills: Audit risk oversight familiarity (Audit Committee member); compensation governance (Compensation Committee member); board refresh/nominations process (Nominating Committee member) .
Equity Ownership
| Metric | 2024 Record (as of 3/22/2024) | 2025 Record (as of 4/4/2025) |
|---|---|---|
| Beneficial Ownership (shares) | 33,250 | 31,750 |
| % of Outstanding | <1% | <1% |
| Options Exercisable within 60 days | 20,708 | 10,208 |
| Aggregate Outstanding Director Options (12/31 prior year) | 19,250 (as of 12/31/2023) | 21,000 (as of 12/31/2024) |
No pledging/hedging or share pledges by Lazarev are disclosed in the proxy; the company maintains an Insider Trading Policy and prohibits loans to officers/directors .
Governance Assessment
- Strengths
- Independence and engagement: Independent director on all three key committees; independent directors met in executive session at all Board meetings in 2024; Board has independent chair .
- Attendance: Each director attended ≥75% of Board/committee meetings in 2024; Audit met quarterly with executive sessions with auditors, indicating process rigor .
- Shareholder alignment signals: Two consecutive strong say-on-pay approvals (94.3% in 2024; 91.3% in 2025) .
- Potential risks and watch items
- Option exchange/repricing: 2024 one-time, shareholder-approved option exchange including directors—common for retention but an investor sensitivity; mitigated by strong approval and no incremental ASC 718 expense .
- Related party financing at company level (not involving Lazarev): Insider participation in 2023 and 2024 convertible notes (CEO Mills, Chair Bass, Director Parnell) with 10% coupons and conversion features; oversight through Audit Committee is implied, but continued monitoring advisable .
- Family employment: CEO’s adult son employed; disclosed comp and equity; a governance sensitivity but not tied to Lazarev .
Director Compensation (Detail)
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Cash Fees | 32,000 | 32,000 |
| Restricted Stock Awards (Grant-date fair value) | 8,680 | 12,870 |
| Option Awards (Exchange/Replacement; grant-date fair value) | — | 10,949 |
| Total | 40,680 | 55,819 |
Related-Party Exposure (Lazarev-specific)
- No related-person transactions involving Ivan Lazarev are disclosed. Company-level related party transactions include 2023 and 2024 subordinated convertible notes purchased by Bass and Parnell (and CEO Mills in 2023), plus employment of CEO’s son; none attribute to Lazarev .
RED FLAGS
- Option exchange impacting directors (repricing-style program), albeit shareholder-approved and with no incremental expense under ASC 718 .
- Insider lending/convertible notes at company level (Bass, Parnell, CEO Mills), not involving Lazarev; ensure robust Audit Committee oversight and disclosure continues .
Compensation Committee Analysis
- Composition: Parnell (Chair), Lazarev, Hartmann (not seeking re-election in 2025) .
- Consultant usage: Charter allows retaining independent consultants; no specific consultant engagement disclosed .
- Policy design: Mix of cash per-meeting fees and annual director equity awards (RSAs and, in 2024, replacement options) with immediate vesting for RSAs (2024) and defined award sizing for committee leadership roles .
Notes on Policies
- No tax gross-ups for executives or directors under 280G/409A; no loans to officers/directors; Code of Conduct and committee charters on website .
All citations refer to company filings:
- 2025 DEF 14A (April 16, 2025) **[944075_0000944075-25-000017_proxy-2025.htm:8]** **[944075_0000944075-25-000017_proxy-2025.htm:9]** **[944075_0000944075-25-000017_proxy-2025.htm:10]** **[944075_0000944075-25-000017_proxy-2025.htm:11]** **[944075_0000944075-25-000017_proxy-2025.htm:15]** **[944075_0000944075-25-000017_proxy-2025.htm:16]** **[944075_0000944075-25-000017_proxy-2025.htm:18]** **[944075_0000944075-25-000017_proxy-2025.htm:24]** **[944075_0000944075-25-000017_proxy-2025.htm:36]** **[944075_0000944075-25-000017_proxy-2025.htm:37]** **[944075_0000944075-25-000017_proxy-2025.htm:40]** **[944075_0000944075-25-000017_proxy-2025.htm:42]** **[944075_0000944075-25-000017_proxy-2025.htm:43]**
- 2025 8-K Item 5.07 (June 4, 2025) **[944075_0000944075-25-000039_form-8k0604.htm:1]**
- 2024 DEF 14A (March 28, 2024) **[944075_0000944075-24-000017_proxy-2024.htm:9]** **[944075_0000944075-24-000017_proxy-2024.htm:10]** **[944075_0000944075-24-000017_proxy-2024.htm:31]** **[944075_0000944075-24-000017_proxy-2024.htm:34]** **[944075_0000944075-24-000017_proxy-2024.htm:52]**
- 2024 8-K Item 5.07 (May 15, 2024) **[944075_0000944075-24-000028_form-8k0515.htm:1]**
- 2024 DEF 14A – option exchange approval and mechanics **[944075_0000944075-24-000017_proxy-2024.htm:13]** **[944075_0000944075-24-000017_proxy-2024.htm:17]** **[944075_0000944075-24-000017_proxy-2024.htm:18]** **[944075_0000944075-24-000017_proxy-2024.htm:22]**