Not independent
Tenure on this board
3.7 yrs
5 nominees · 4 ballot items.
Stockholders will vote on the election of five directors, ratification of Baker Tilly US, LLP as independent registered public accountants, advisory approval of named executive officer compensation, and approval of an amendment to the 2020 Performance Incentive Plan increasing its share reserve by 1,800,000 shares.
Elect Saleel Awsare, Sailesh Chittipeddi, Narbeh Derhacobian, Jason Lamb and Kevin Palatnik to one-year terms ending at the 2027 Annual Meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Baker Tilly US, LLP as Lantronix’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Approve, on a non-binding advisory basis, the compensation paid and payable to the named executive officers as disclosed in the proxy statement, including the compensation tables and narrative discussion.
Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid and payable to Lantronix’s named executive officers. The resolution covers the compensation tables and narrative disclosures in the Executive Compensation section of the proxy statement. Management says the program is designed to align executive financial interests with stockholders and motivate achievement of short- and long-term corporate goals. The program combines base salary, annual cash incentives, performance-based stock units, and time-based restricted stock units. Fiscal 2026 annual incentives were tied to revenue, non-GAAP EPS, and strategic Key Operating Drivers, with payouts capped at 200% of target and ultimately limited to 80% of target by the funded bonus pool. Long-term awards include financial performance measures and relative total shareholder return measured against the Russell Microcap Index. The company emphasizes governance features including multi-year vesting, a clawback policy, anti-hedging and anti-pledging restrictions, no tax gross-ups, and double-trigger change-in-control benefits. Approximately 93.9% of votes cast supported the prior year’s say-on-pay proposal, and the Board and Compensation Committee considered that support when setting fiscal 2026 compensation. Although the vote is advisory and does not bind the Company or create additional fiduciary duties, the Board and Compensation Committee state that they will consider the outcome when evaluating future compensation policies. The Board unanimously recommends a vote FOR approval.
Approve an amendment to the 2020 Performance Incentive Plan increasing the aggregate number of shares reserved for awards by 1,800,000, from 7,149,047 to 8,949,047 shares.
Proposal 4 asks stockholders to approve an amendment to the 2020 Performance Incentive Plan that would add 1,800,000 shares to the plan’s reserve. The aggregate share limit would rise from 7,149,047 to 8,949,047 shares. Management argues that only 80,032 shares remained available for new grants as of September 8, 2026, leaving insufficient flexibility for future equity compensation. The company uses equity awards to attract, retain, and motivate executives, employees, directors, and certain consultants, with awards including restricted stock units, performance stock units, stock options, stock appreciation rights, and cash awards. Management states that its updated grant practices emphasize senior employees and key engineering talent, reduce reliance on inducement grants, and increase performance-based equity. The company reports that its equity-award burn rate declined from 7.2% in fiscal 2024 to 3.8% in fiscal 2026. If approved, the additional reserve is expected to support grants through approximately the end of fiscal 2029, although that estimate depends on stock price, headcount, forfeitures, performance outcomes, acquisitions, and compensation practices. The requested increase would raise pro forma total equity overhang from approximately 7.03% to 10.87% of shares outstanding. The amendment retains restrictions such as the prohibition on repricing options or stock appreciation rights without stockholder approval. Directors and executive officers are eligible for awards under the plan, giving them an interest in the proposal, but no awards are conditioned on approval of the amendment. The Board unanimously recommends voting FOR, stating that the increase is needed for a competitive performance-oriented program while maintaining disciplined control over dilution.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | NEEDHAM INVESTMENT MANAGEMENT LLC | 5.14% | 2,400,000 | $14M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.32% | 1,550,312 | $9M |
| 3 | BlackRock, Inc. | 2.98% | 1,390,997 | $8M |
| 4 | STATE STREET CORP | 2.96% | 1,380,831 | $8M |
| 5 | AWM Investment Company, Inc.Activist | 2.68% | 1,250,000 | $7M |
| 6 | ROYCE ASSOCIATES LP | 2.60% | 1,216,086 | $7M |
| 7 | HEARTLAND ADVISORS INC | 1.93% | 900,000 | $5M |
| 8 | TWO SIGMA INVESTMENTS, LP | 1.79% | 838,158 | $5M |
| 9 | CITADEL ADVISORS LLC | 1.68% | 786,904 | $5M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.65% | 769,208 | $5M |
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