Ramzi Ammari
About Ramzi Ammari
Ramzi S. Ammari (age 59) is Senior Vice President, Corporate Planning and Strategy at Universal Electronics Inc. (UEI), with global responsibility for the company’s technology innovation roadmap, new product initiatives, strategic partnerships/M&A, and business creation; he joined UEI in 1997 and has served in his current role since October 2013 . He holds a B.S. in Engineering (1989) and an MBA (1993) from the University of California, Irvine . Company performance across his tenure’s recent years shows net sales declining from $614.7M (2020) to $394.9M (2024), with losses in 2023–2024; closing year-end stock price moved from $52.46 (2020) to $11.00 (2024) and cumulative TSR underperformed the NASDAQ Composite and S&P Small Cap 600 over 2019–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Universal Electronics Inc. | Senior Vice President, Corporate Planning & Strategy | 1997–present | Leads technology roadmap, product initiatives, partnerships, JVs/M&A, and new business creation |
| Mitsubishi Consumer Electronics of America | Business Planning Manager | 4 years pre-1997 | Introduced first flat‑screen plasma display panel TV for North America |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 400,000 | 416,925 (4.2% increase) |
| All Other Compensation ($) | 18,330 | 16,330 | 15,030 |
| Total Compensation ($) | 968,410 | 1,116,410 | 749,955 |
| Annual Bonus Plan | 2023 | 2024 |
|---|---|---|
| Target Bonus % of Salary | 60% | 60% |
| Actual Bonus Paid ($) | $0 (Company Performance Factor 0%) | $0 (Company Performance Factor 0%) |
Performance Compensation
| Annual Incentive Metric (2024) | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted Non‑GAAP Diluted EPS | 100% | $0.40 | $0.52 | $0.70 | $(0.05) | 0% (no payout) |
| Long‑Term Incentives (Grants) | Grant Date | RSUs Granted (#) | RSUs Fair Value ($) | PSUs Granted (#) | PSUs Fair Value ($) | Options Granted (#) | Options Fair Value ($) |
|---|---|---|---|---|---|---|---|
| 2024 Annual Equity | 2/7/2024 | 24,000 | 204,720 | 24,000 | 113,280 | — | — |
| 2023 Annual Equity | 2/9/2023 | 14,135 | 350,055 | — | — | 32,320 | 350,025 |
| Vesting Schedule – RSUs | Award | Specific Vesting Dates | Shares |
|---|---|---|---|
| 2022 RSU award | Vests 2/10/2025 | 663 | |
| 2023 RSU award | Vests 2/09/2025 and quarterly thereafter; final 2/09/2026 | 1,178 (2/09/2025), 1,177 (final) | |
| 2024 RSU award | 8,000 on 2/07/2025; 2,000 on 5/07/2025 and quarterly thereafter until 2/07/2027 | 8,000; 2,000 per vest |
PSU features: 2024 PSUs vest ratably over three years subject to market‑based stock price conditions (VWAP goals) and continued service; unvested PSUs remain eligible upon certain qualifying terminations; change‑in‑control accelerates per plan .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficially owned shares | 127,219 (less than 1%) |
| Options exercisable within 60 days | 89,200 |
| RSUs vesting within 60 days | 3,178 |
| Unvested PSUs outstanding | 24,000; market/payout value $264,000 at $11.00 stock price |
| Unvested RSUs outstanding | 30,552; market value $336,072 at $11.00 stock price |
| Stock ownership guideline | 1x base salary; all NEOs meet guidelines |
| Anti‑pledging / margin policy | Prohibits pledging and margin accounts; hedging permitted only in prescribed windows |
Employment Terms
Salary Continuation Agreement (entered November 1999) provides change‑in‑control employment protection (12–18 months, up to 36 months in hostile acquisition) with minimum salary/bonus, continued equity participation, and benefits; lump‑sum severance payable upon termination without cause or resignation for “Good Reason”; equity acceleration and continued eligibility for PSUs; excise tax gross‑up applies under legacy SCAs .
| Scenario (as of 12/31/2024) | Total ($000s) | Salary ($000s) | Bonus ($000s) | Other ($000s) | Acceleration of Unvested RSUs ($000s) |
|---|---|---|---|---|---|
| Without Cause | 1,309 | 973 | — | — | 336 |
| Good Reason | 336 | — | — | — | 336 |
| Change in Control | 1,086 | 417 | — | 333 | 336 |
| Hostile Acquisition | 1,086 | 417 | — | 333 | 336 |
Clawback policies: SEC/Nasdaq‑compliant compensation recoupment for restatements (3‑year recovery period) plus legacy misconduct‑based clawback; plan permits forfeiture for “detrimental activity” .
Performance & Track Record (Company context)
| Metric (in millions, except per share and %) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Sales | 614.7 | 601.6 | 542.8 | 420.5 | 394.9 |
| Net Income (Loss) | 38.6 | 5.3 | 0.4 | (98.2) | (24.0) |
| Diluted EPS | 2.72 | 0.39 | 0.03 | (7.64) | (1.85) |
| Gross Margin % | 28.7% | 28.8% | 28.1% | 23.2% | 28.9% |
| Operating Margin % | 6.1% | 3.9% | 2.7% | (20.3)% | (3.9)% |
| Closing Y/E Stock Price ($) | 52.46 | 40.75 | 20.81 | 9.39 | 11.00 |
Cumulative TSR vs indices (2019 baseline=100): UEI 2019–2024 values fell to 21 vs S&P Small Cap 600 at 138 and NASDAQ Composite at 215 by 12/31/2024, highlighting underperformance .
Say‑on‑pay: 2024 approval ~86% of shares entitled to vote; core pay‑for‑performance design maintained .
Compensation benchmarking: Peer group of ~20 tech/consumer electronics companies; pay ranges anchored at market 50th percentile with 25th–75th range placement based on performance and role criticality .
Investment Implications
- Pay‑for‑performance discipline preserved: Ammari’s 2024 annual bonus paid $0 due to EPS miss; equity shifted to performance stock units with market‑price conditions, increasing alignment with shareholder outcomes .
- Upcoming vesting calendar may create near‑term selling capacity: RSU tranches of 8,000 (Feb 7, 2025) and 2,000 quarterly thereafter, plus smaller 2022/2023 RSU vests, increase potential liquidity, though anti‑pledging and pre‑clearance rules temper leverage risk .
- Retention and change‑in‑control economics are meaningful: SCA provides sizable protection and equity acceleration; excise tax gross‑up under legacy agreements is a shareholder‑unfriendly feature that could inflate CIC costs .
- Ownership alignment: Ammari holds 127,219 shares with options/RSUs vesting; all NEOs meet ownership guidelines; pledging prohibited, hedging constrained—supportive of alignment and reduced collateralization risk .