Peter Liu
DNA XAbout Peter Liu
Peter Hao Liu is Chief Executive Officer of Sonim Technologies and a director since July 2022; he has an MBA from Lawrence Technological University and a Bachelor’s in Engineering from Tianjin University, and was age 56 as of June 20, 2024 . He has led operations at Sonim since 2010 prior to becoming CEO in April 2022 and is not an independent director; the Board maintains an independent chair and holds regular executive sessions to mitigate dual‑role risks . Recent pay-versus-performance disclosures show Compensation Actually Paid to the PEO and TSR volatility: $2.14M CAP in 2023 vs $(0.13)M in 2024 with TSR index dropping from $79.72 (2023) to $34.23 (2024), alongside net losses of $(33.65)M in 2024 . Revenues fell from $93.6M in FY2023 to $58.3M in FY2024; quarterly revenue mix in 2025 shows variability with Q1 $16.7M, Q2 $11.2M, Q3 $16.2M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sonim Technologies | EVP, Global Operations | 2010–2022 | Led global operations through supply chain/quality transitions pre-CEO |
| LOM/Perlos | Global Quality Director | 2007–2010 | Quality leadership for international VI supplier to mobile OEMs |
| Motorola Solutions | Head of Quality, Strategic Growth Engine | 2005–2007 | Drove quality programs supporting growth initiatives |
External Roles
- No current public company directorships or external board roles disclosed in proxy biography .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $396,250 | $450,000 | $450,000 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $0 | $180,000 | $175,630 |
| All Other Compensation ($) | $89,319 (incl. housing/car allowances) | $47,226 (primarily housing/car allowances) | $47,288 (primarily housing/car allowances) |
| Director Fees | None (CEO-director receives no director compensation) | None | None |
Performance Compensation
Equity and Incentive Awards
| Award Type | Grant Date | Shares/Units | Strike/Grant Value | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Stock Options | 11/18/2022 | 150,903 exercisable; 150,540 unexercisable | $4.188 | 10 equal quarterly installments from Jan 14, 2024 to Apr 14, 2026 | 10/26/2032 |
| Stock Option | 12/02/2019 | 500 | $248.00 | Not disclosed | 12/01/2029 |
| Stock Option | 06/30/2015 | 67 | $150.00 | Not disclosed | 06/30/2025 |
| Options under A&R Employment Agreement | Various (aggregate) | 401,443 | Not disclosed | 1/4 vests on first anniversary of CEO appointment; remaining 3/4 vests in equal quarterly installments thereafter (4-year schedule) | Max term 10 years per grant |
- Performance plan mechanics: Company’s 2019 Plan permits performance awards (stock/cash) tied to metrics such as revenue, EBITDA, TSR, ROE/ROA, margin, cash flow, and others; there is no automatic single-trigger vesting on change-in-control, and awards are subject to clawback per Nasdaq Rule 10D-1 .
Annual Incentive Plan Details
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (CEO) | Not disclosed | Not disclosed | $180,000 (2023) ; $175,630 (2024) | Paid | Cash; no vesting |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership | 514,528 shares (includes options to purchase 245,140 shares exercisable within 60 days of 9/15/2025) |
| Ownership % of outstanding | 2.85% (as of record date 9/15/2025) |
| Options exercisable (≤60 days) | 245,140 shares |
| Options unexercisable (not within 60 days) | 150,540 shares (from 11/18/2022 grant) |
| RSUs outstanding | None outstanding as of 9/15/2025 per plan disclosures |
| Hedging/Pledging | Prohibited by Insider Trading Policy (short sales, options, hedging, margin, pledges) |
| Ownership guidelines | Not disclosed in proxy for executives |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | Amended and restated 12/8/2023; at-will; base salary $450,000; options granted under EIP; confidentiality, non-disparagement, cooperation provisions |
| Severance (Change-in-Control) | If terminated without cause or resigns for “good reason” within 12 months of a change-in-control: lump-sum equal to 150% of base salary plus guaranteed pro-rated bonus; paid within 30 days |
| Equity treatment on CIC | Plan does not provide automatic single-trigger vesting on change-in-control; acceleration may be specified in award agreements; no liberal CIC definition |
| Non-compete / Non-solicit | Not disclosed in CEO agreement summary |
| Clawback policy | Company adopted a clawback policy for incentive-based compensation under Nasdaq and SEC Rule 10D‑1 |
| Say-on-Pay | As an Emerging Growth Company, Sonim is not required to conduct say‑on‑pay votes |
Board Governance
- Role: Director since 2022; not independent .
- Committee memberships: None listed for CEO-director; Audit (Cassano Chair), Compensation (Mulica Chair), Nominating (Steenstra Chair) are composed of independent directors .
- Board leadership: Independent Chair (Mike Mulica); Board meets in executive sessions without management .
- Attendance: Each director attended ≥75% of Board and committee meetings in FY2023 .
- Director compensation: CEO-director does not receive director compensation .
Performance & Track Record
Annual Fundamentals
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $69.8M | $93.6M | $58.3M |
| EBITDA ($USD) | $(11.1)M* | $2.5M* | $(29.9)M* |
Values retrieved from S&P Global.*
Quarterly Fundamentals (latest 4)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $14.98M | $16.72M | $11.19M | $16.21M |
| EBITDA ($USD) | $(21.01)M* | $1.70M* | $(5.94)M* | $(3.03)M* |
Values retrieved from S&P Global.*
Pay versus Performance and TSR
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| PEO Compensation Actually Paid ($) | $1,975,045 | $2,136,138 | $(134,334) |
| TSR Index (Initial $100) | $46.08 | $79.72 | $34.23 |
| Net Income ($M) | $(14.09) | $(0.09) | $(33.65) |
Related Party and Capital Structure Developments
- Initial officer selection was pursuant to a contractual arrangement tied to an equity investment by a stockholder (Jeffrey Wang), per proxy disclosure .
- 2025 Special Meeting proposals include: reverse stock split authority (1-for-2 to 1-for-30), authorized share increase to 1,000,000,000, and EIP share increase by 1,000,000; cited rationale includes Nasdaq minimum bid price compliance and retention flexibility .
- Rights plan adopted April 21, 2025 (limited duration poison pill) with mechanics around Preferred Shares and purchase price adjustments; expires April 21, 2026 .
Compensation Committee Analysis
- Committee composition (independent directors) and use of independent consultant Compensia to advise on executive/director pay; no conflicts identified . The committee sets CEO goals, evaluates performance, sets incentive/equity compensation, and oversees pay-related risks .
Investment Implications
- Alignment: Liu holds 2.85% beneficial ownership with significant vested options (245k exercisable within 60 days), suggesting moderate equity alignment; anti‑hedging/pledging policy reduces misalignment risk .
- Incentive structure: Bonuses appear discretionary with limited disclosure of performance metrics, while equity compensation is option‑heavy with time‑based vesting; plan includes robust clawback and no single‑trigger CIC vesting .
- Liquidity and selling pressure: 2022 option grants vesting through Apr 2026 and the absence of RSUs as of Sept 2025 may shift near‑term selling pressure around option exercises rather than RSU releases; the proposed 2025 EIP share increase indicates potential for future equity grants .
- Execution risk and performance: Revenues contracted in FY2024 with negative EBITDA; TSR deteriorated materially in 2024; continued listing risk evidenced by minimum bid price issues and repeated reverse-split authority proposals .
- Governance: Dual role as CEO-director is mitigated by independent Chair, independent committees, and regular executive sessions; CEO does not sit on committees and receives no director fees .
