Not independent
Tenure on this board
9.9 yrs
2 nominees · 3 ballot items.
Elect two Class III directors (Brian C. Faith and Ron Shelton); approve, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay); and ratify the appointment of Frank, Rimerman + Co. LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect two Class III directors, nominees Brian C. Faith and Ron Shelton, each for a three-year term expiring in 2029.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management-sponsored, non-binding 'say-on-pay' proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy statement. Management is seeking shareholder approval to endorse its overall compensation philosophy and practices, which it characterizes as designed to attract, motivate, and retain executive talent and to align pay with long-term stockholder value. The Compensation Committee uses a peer group and market data, target cash compensation, performance-based bonuses, and equity awards (noting 2025 RSU refresh grants and a one-time performance-based cash bonus) to set pay, while retaining discretion to adjust payouts. Notably, 2025 bonus plan targets were not met, yet the Committee approved one-time performance-based bonuses for completing key deliverables, a fact that may be highlighted by dissenting shareholders as inconsistent with pay-for-performance. The Company also maintains double-trigger change-of-control arrangements and a clawback policy, which management cites as governance safeguards aligned with shareholder interests. The vote is advisory only, so while it will not bind the Board, the Compensation Committee explicitly states it will consider the outcome when evaluating future compensation arrangements. Given the Company’s status as a smaller reporting company and the Compensation Committee’s discretion, investors should weigh the mix of base, cash incentive, and equity compensation, the Committee’s post-hoc bonus decisions, and governance mechanisms when assessing the merits of supporting management’s recommendation. The Board’s unanimous recommendation for FOR is based on its view that the compensation program is reasonable and supports long-term corporate objectives, but a significant negative vote could prompt review and possible adjustments by the Committee.
Ratify the Audit Committee’s appointment of Frank, Rimerman + Co. LLP as QuickLogic’s independent registered public accounting firm for the fiscal year ending January 3, 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 632,816 | $6M |
| 2 | HERALD INVESTMENT MANAGEMENT Ltd | 3.4% | 612,547 | $6M |
| 3 | ROYAL BANK OF CANADA | 1.9% | 347,949 | $3M |
| 4 | PERKINS CAPITAL MANAGEMENT INC | 1.7% | 306,706 | $3M |
| 5 | Taylor Frigon Capital Management LLC | 1.4% | 250,547 | $2M |
| 6 | Cadent Capital Advisors, LLC | 0.9% | 172,427 | $2M |
| 7 | MILLENNIUM MANAGEMENT LLC | 0.9% | 165,005 | $2M |
| 8 | 1492 Capital Management LLC | 0.8% | 153,772 | $1M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.8% | 150,297 | $1M |
| 10 | Themes Management Co LLC | 0.8% | 139,500 | $1M |
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