DEF 14A of QUICKLOGIC Corp
Filed Mar 27, 2026 · FY20250001437749-26-010092
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS QuickLogic’s Board of Directors (the “Board”) is currently comprised of six members, divided into three classes with overlapping three-year terms. As a result, a portion of our Board of Directors will be elected each year. Michael R. Farese and Andrew J. Pease have been designated as Class I directors whose terms expire at the 2027 Annual Meeting of Stockholders, Gary H. Tauss and Joyce Kim have been designated as Class II directors whose terms expire at the 2028 Annual Meeting of Stockholders, and Brian C. Faith and Ron Shelton have been designated as Class III directors whose terms expire at the 2026 Annual Meeting of Stockholders. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors. There are no family relationships between any of our directors or executive officers.
Nominees for Class III Directors
Nominees for Class III Directors Two Class III directors are to be elected at this Annual Meeting of Stockholders for a three-year term ending in 2029. Pursuant to action by the Nominating and Corporate Governance Committee, the Board of Directors has nominated Brian C. Faith and Ron Shelton. Unless otherwise instructed, the persons acting as proxies intend to vote proxies received by them for the election of Brian C. Faith and Ron Shelton. QuickLogic expects that Brian C. Faith and Ron Shelton will serve if elected. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, proxies will be voted for a substitute nominee or nominees designated by the Nominating and Corporate Governance Committee of the Board of Directors. The term of office of each person elected as director will continue until such director’s term expires in 2029 or until such director’s successor has been elected and qualified or until such director’s earlier death, resignation, or removal.
Directors and Nominees for Director
Directors and Nominees for Director The following table sets forth information concerning the nominees for Class III director.
Nominees for Class III Director
Nominees for Class III Director
Nominees for Class III Director
| Name | Age | Position | | Brian C. Faith | 51 | President and Chief Executive Officer; Director | | Ron Shelton | 64 | Director |
Nominees for Class III Director
Brian C. Faith joined QuickLogic in June 1996 and has served as President and Chief Executive Officer, and Director, since June 2016. Prior to his appointment as Chief Executive Officer, Mr. Faith served as Vice President of Worldwide Marketing and Vice President of Worldwide Sales & Marketing from 2008 and 2016. During his tenure at QuickLogic, Mr. Faith has held a variety of managerial and executive leadership positions spanning engineering, product line management, marketing, and sales. Mr. Faith has served on the board of the Global Semiconductor Alliance (GSA) and previously served as Chairman of the Marketing Committee for the CE-ATA Organization. He holds a Bachelor of Science degree in Computer Engineering from Santa Clara University and has served as an Adjunct Lecturer at Santa Clara University, teaching courses related to programmable logic. Ron Shelton is a seasoned financial executive with more than 30 years of financial and operational leadership experience spanning both publicly traded companies to privately held startups. His expertise includes financial strategy, operational efficiency, and governance across the semiconductor and technology sectors. Currently, he serves as Chief Financial Officer of Syntiant Corp., an AI semiconductor company specializing in neural decision processors for always-on applications. He joined Syntiant in May 2024. Prior to Syntiant, he held CFO roles at several notable companies, including Navitas Semiconductor (May 2022 – March 2024), Adesto Technologies 2011-2020, GigOptix 2009-2011, and Cirrus Logic 1996-1999. Earlier in his career, he held senior financial leadership positions in a range of technology companies, building deep expertise in managing growth, capital markets, and corporate governance. Mr. Shelton earned a Bachelor of Arts degree in Economics from Stanford University. The Company believes that Mr. Shelton’s extensive financial expertise, coupled with his broad business acumen, will bring valuable insight and strong oversight to his role on our Board.
Incumbent Class I Directors Whose Terms Expire in 2027
Incumbent Class I Directors Whose Terms Expire in 2027
Incumbent Class I Directors Whose Terms Expire in 2027
| Name | Age | Position | | Michael R. Farese | 79 | Chairman of the Board | | Andrew J. Pease | 75 | Director |
Incumbent Class I Directors Whose Terms Expire in 2027
Michael R. Farese (Ph. D) has been serving as a member of our Board of Directors since April 2008, and as our Chairman since December 6, 2019. Dr. Farese also served as Chairman of the Nominating and Corporate Governance Committee from August 2014 until February 2021 and as QuickLogic lead independent director. From January 2015 to December 2016 when it was acquired, Dr. Farese was Chief Scientist of Antenna 79, a company creating advanced antenna technology for wireless devices. From June 2010 to December 2014, Dr. Farese served as Chief Technology Officer and Senior Vice President of Global Engineering at Entropic Communications Inc., a fabless semiconductor company that invented the MoCA multimedia over coax standard to enable all room DVR and connected home entertainment and which was acquired by Maxlinear Inc. From September 2007 to May 2010, he was President and Chief Executive Officer and member of the Board of Directors of BitWave Semiconductor, Inc., a fabless semiconductor company and innovator of programmable radio frequency semiconductors. From September 2005 to September 2007, Dr. Farese was Senior Vice President, Engineering, of Palm, Inc., the developer of the Treo line of smartphones and which was subsequently acquired by HP Inc. Dr. Farese also served as President and Chief Executive Officer and board member of WJ Communications, a radio frequency (RF) semiconductor company, from March 2002 to July 2005 and President and CEO and board member of Tropian Inc., a developer of high efficiency RF ASICs for 2.5 and 3G cellular phones, from October 1999 to March 2002. Prior to that time, Dr. Farese held senior management positions at Motorola Corp., Ericsson Inc., Nokia Corp., and ITT Corp. Dr. Farese also held management positions at AT&T Corp. and Bell Laboratories. and has been in the telecommunications and semiconductor industry for more than 45 years. Dr. Farese also served on the board of PMC-Sierra, Inc., an Internet infrastructure semiconductor solution provider, from May 2006 until its acquisition in January 2016 by Microsemi Corp. Dr. Farese holds a B.S.E.E. and Ph.D. degree in Electrical Engineering from Rensselaer Polytechnic Institute and a M.S. degree in Engineering from Princeton University. Dr. Farese has extensive executive experience and knowledge of the wireless industry, cellular and wireless technologies, and the design, development and use of semiconductors for the wireless industry. His executive experience, business acumen, and strong technical and strategic planning skills bring an invaluable perspective to the Board. Andrew J. Pease has been serving as a member of our Board of Directors since April 2011 and Chairman of the Nominating and Corporate Governance Committee since February 2021. He joined QuickLogic in November 2006 and served as our President and Chief Executive Officer from January 2011 to his retirement in June 2016, and as our President from March 2009 to his retirement in June 2016. From November 2006 to March 2009, Mr. Pease served as our Vice President of Worldwide Sales. From July 2003 to June 2006, Mr. Pease was Senior Vice President of Worldwide Sales at Broadcom Corporation, a global leader in semiconductors for wired and wireless communications. From March 2000 to July 2003, Mr. Pease was Vice President of Sales at Syntricity, Inc., a company providing software and services to better manage semiconductor production yields and improve design-to-production processes. From 1984 to 1996, Mr. Pease served in a number of sales positions at Advanced Micro Devices, or AMD, a global semiconductor manufacturer, where his last assignment was Group Director, Worldwide Headquarters Sales and Operations. Mr. Pease previously held Vice President of Sales positions at Integrated Systems Inc., an embedded software manufacturer (1996-1997), and Vantis Corporation, a programmable logic subsidiary of AMD (1997-1999). Mr. Pease holds a B.S. degree from the United States Naval Academy and an M.S. in computer science from the Naval Postgraduate School in Monterey, California. Mr. Pease has many years of executive experience in the semiconductor industry, primarily in sales and operations. His vast understanding of the semiconductor industry coupled with his in-depth knowledge of the day-to-day operation and strategic direction of the Company makes him a valuable resource and contributor to the Board.
Incumbent Class I Directors Whose Terms Expire in 2028
Incumbent Class I Directors Whose Terms Expire in 2028
Incumbent Class I Directors Whose Terms Expire in 2028
| Name | Age | Position | | Gary H. Tauss | 71 | Director | | Joyce Kim | 55 | Director |
Incumbent Class I Directors Whose Terms Expire in 2028
Gary H. Tauss has been serving as a member of our Board of Directors since June 2002. Mr. Tauss has also served as a board member for Hootsuite Inc., a social media dashboard company from January 2010 to 2020 and currently as a board observer. In January 2017, Mr. Tauss joined the board of NetForecast, Inc., a network infrastructure performance and customer satisfaction monitoring and analysis firm. From January 2010 to March 2014, Mr. Tauss served as the Executive Director and Chief Executive Officer of BizTech, a not-for-profit technology-focused business incubator. From October 2006 until February 2008, Mr. Tauss served as President and Chief Executive Officer of Mobidia Technology, Inc., a provider of performance management software that enables wireless operators to provide users with high-quality mobile content. From May 2005 until the sale of its assets to Transaction Network Services, Inc. in March 2006, Mr. Tauss served as President, Chief Executive Officer and director of InfiniRoute Networks Inc., a provider of software peering services for wireline and wireless carriers. From October 2002 until April 2005, Mr. Tauss served as President and Chief Executive Officer of LongBoard, Inc., a company specializing in fixed-to-mobile convergence application software for leading carriers and service providers. From August 1998 until June 2002, Mr. Tauss was President, Chief Executive Officer, and a director of TollBridge Technologies, Inc., a developer of voice-over-broadband products. Prior to co-founding TollBridge, Mr. Tauss was Vice President and General Manager of Ramp Networks, Inc., a provider of Internet security and broadband access products, with responsibility for engineering, customer support and marketing. Mr. Tauss earned both a B.S. and an M.B.A. degree from the University of Illinois. Mr. Tauss has a strong executive background with technology companies providing products for the mobile market. His in-depth understanding of the important attributes of products for the mobile market make him an invaluable resource as QuickLogic develops and markets devices for the mobile market. Joyce Kim brings over two decades of experience scaling commercial innovation and growth in the technology sector through large scale digital transformation and brand elevation strategies. Her expertise spans all facets of Go-To-Market including digital, brand, communications, channels and product strategy for global hardware and SaaS companies. Currently, she serves as the Chief Marketing Officer for Proofpoint, a private equity company and is responsible for driving market expansion and revenue diversification strategies including customer acquisition, engagement, and channel growth. Prior to Proofpoint, she served Chief Marketing Officer at Zscaler (ZS) (November 2023 - December 2025) and Twilio (TWLO) (April 2022 - November 2023), both publicly traded companies with $3B to $5B in revenues. Prior to that, she served as CMO for Genesys, PE-backed SaaS software company, and also served as Chief Digital & Marketing Officer for Arm, where she led the enterprise-wide digital transformation and digital GTM strategy for a new SaaS and IoT platform. Ms. Kim successfully launched multiple microprocessor IP products in APJ alongside one of the largest partner ecosystems in the world. Prior to Arm, Ms. Kim held multiple Chief Marketing Officer roles for brands such as Skype and Skype for Business at Microsoft as well as Google and held multiple marketing and product management leadership positions for several startup and mid-sized companies including Symmetricom, and Internap. Ms. Kim earned a double major from California Polytechnic State University San Luis Obispo with Bachelor of Science degrees in Finance and Architecture. The Company believes that Ms. Kim’s expertise in increasing brand value and revenue growth, by advancing a data-driven organization, will add significant value to her role on our Board.
Executive Summary
| • | reasonable, “double trigger” change of control severance benefits that become payable only upon an involuntary termination in connection with a change of control of the Company; |
Executive Summary
| • | no tax gross ups in connection with a change of control of the Company; |
Executive Summary
| • | clawback policy covering equity and cash incentive compensation of all Section 16 officers, including in compliance with Rule 10D-1 and related Nasdaq listing standards; |
Compensation Philosophy and Objectives
| • | motivate executive officers to achieve the Company’s business objectives through the use of an annual cash incentive compensation plan based on performance metrics tied to those objectives; |
Compensation Philosophy and Objectives
| • | reward achievement of the Company’s short-term and long-term goals; |
Compensation Philosophy and Objectives
| • | align the interests of executive officers with the long-term interests of stockholders through executive participation in equity-based compensation plans, and by making a significant amount of compensation dependent upon the achievement of business objectives; and |
Elements of Executive Compensation
| • | performance-based incentive cash and equity compensation earned based on achieving corporate objectives; and |
Elements of Executive Compensation
The Committee sets base salary with the goal of attracting and retaining highly qualified executive officers, including our NEOs, and adequately compensating and rewarding them on a day-to-day basis for the time they spend, the services they perform, and the skills and experience they bring to the Company. The Committee sets target cash incentive compensation and performance objectives to motivate our executive officers, including our NEOs, to achieve the performance objectives, thereby directly and meaningfully linking the achievement of the Company’s goals with their compensation. The Committee grants executive officers, including our NEOs, equity incentives to provide an incentive and reward for performance of key long-term business objectives and to help attract and retain these individuals. The Committee believes that the cash and equity incentive performance objectives and equity incentives align the interests of our NEOs and our stockholders while not encouraging our NEOs to expose the Company to excessive risk. In setting individual compensation levels for our NEOs, the Committee considers competitive market factors such as comparable compensation of similar individuals in similar companies as well as qualitative factors, such as experience, level of contribution, potential impact on company performance, and relative internal pay; and quantitative factors relating to corporate and individual performance. Each of our NEOs is a party to a change in control arrangement. These arrangements are designed to provide our NEOs with certain payments and benefits if their employment with the Company is terminated in connection with a change of control. These arrangements are discussed in detail under the heading “Change of Control Severance Arrangements” below. The Board has determined that such payments and benefits are necessary to attract and retain our NEOs. The Committee believes that our key elements of compensation, when combined, are effective, and will continue to be effective, in achieving the objectives of the Company’s compensation program.
Peer Group
Peer Group The Committee, based on the recommendations of Compensia, an independent compensation consultant, has established certain criteria for selecting publicly traded companies constituting the peer group to be used by the Committee when evaluating executive compensation, Board of Director compensation, and equity trends (“Compensation Peer Group”). The Compensation Peer Group selection criteria is based on industry and financial comparability on the key metrics of (a) revenue of less than $100 million over the prior four quarters and (b) a 30-day market capitalization of $60 to $450 million. Although the parameters enabled the potential inclusion of a diverse set of companies, ultimately, the Committee focuses on those companies that are similar in revenue and market capitalization, while also including those companies with which we compete for executive talent and/or compete with respect to business. Other criteria we consider includes whether the company was based in California, whether the company was included in QuickLogic’s prior peer group, whether the company identified QuickLogic as a peer for compensation purposes, and whether the company was a fabless semiconductor company. These additional factors assist the Committee in choosing companies that would allow meaningful comparison given the primary region from which QuickLogic recruits key talent and the similarities in the business and operations with and among other fabless companies. For 2025 compensation decisions, we utilized the Compensation Peer Group below, as follows:
Peer Group
| AEHR Test Systems | Interlink Electronics | | Atomera | InTest | | AXT | Kopin | | BK Technologies | Network-1 Technologies | | Blaize Holdings | NVE | | CVD Equipment | Pixelworks | | Everspin Technologies | Skywater Technology | | Evolv Technologies Holdings | SonoTek | | GSI Technologies | Turtlebeach | | Identiv | |
Peer Group
This peer group market data is an important factor considered by the Committee when setting compensation, but it is only one of multiple factors considered by the Committee, and the amount paid to each named executive officer may be more or less than the composite market median based on individual performance, the roles and responsibilities of the executive, experience level of the individual, internal equity, and other factors that the Committee deems important. The Committee used the Compensation Peer Group as one of various factors in determining the total target cash compensation, base salary, and target cash incentive compensation of our NEOs in 2025.
Total Target Cash Compensation
| Name | Base Salary | Target Bonus as a Percentage of Base Salary | Target Bonus Amount | Total Target Cash Compensation | | Brian C. Faith | $468,000 | 100% | $468,000 | $936,000 | | Elias Nader | $370,000 | 55% | $203,500 | $573,500 | | Timothy Saxe | $335,000 | 50% | $167,500 | $502,500 |
Cash Incentive Compensation
Cash Incentive Compensation 2025 Non-Equity Incentive Plan Compensation Under our 2025 Non-Equity Incentive Plan Compensation (the “Bonus Plan”), as amended, our NEOs participate in a performance-based cash and equity incentive compensation plan. Our Bonus Plan places each NEO’s incentive compensation at risk. Our Bonus Plan is intended to: (i) increase stockholder value and the success of the Company by motivating key employees to perform to the best of their abilities and work to achieve or exceed the Company’s objectives; and (ii) to reward achievement of the Company’s short-term and long-term business goals. Under the Bonus Plan, our NEOs are eligible to earn cash bonus incentive compensation based upon achieving certain performance goals and objectives relating to the Company. In addition, the Bonus Plan allows for increases in the payouts for incentive awards as performance increases versus Bonus Plan objectives. We have designed our Bonus Plan with the intent of encouraging NEOs to rise to a high level of performance and to motivate performance in line with the Company’s approved operating plan. The Company’s operating plan is developed by management and reviewed and approved by our Board on an annual basis. Achievement of the objectives set forth in the operating plan requires significant effort and skillful execution, because these objectives are intended to be challenging to foster the growth and development of QuickLogic. Likewise, the performance goals established under the Bonus Plan are intended to be greatly challenging and require very high levels of performance to achieve at target levels. The Committee has discretion to increase, reduce, or eliminate bonuses under the Bonus Plan, as well as to grant bonuses outside of the Bonus Plan in limited circumstances. In February 2025, the Committee established the target bonuses and performance objectives under the Bonus Plan for 2025. The Committee determined that the primary business objectives for 2025 were to achieve revenue of $24.8 million for Fiscal Year 2025 and a proforma (non-GAAP) operating income of $1.6 million (the “Bonus Plan Goals”). Each business objective is equally weighed. The payout curve for each business objective is non-linear to incentivize exceptional performance of objectives. Bonuses could be earned depending on the degree to which the Company met or exceeded the Bonus Plan Goals. Based on our level of achievement of the established 2025 Bonus Plan Goals, each NEO earned compensation of 0% of the NEOs’ target Bonus Plan Goals. However, despite failure to meet the Bonus Plan Goals, 2025 was a key year for the Company and management was responsible for a number of objectives other than the Bonus Plan Goals that were critical to the future strategy and revenue growth of the Company and were accomplished regardless of failure to reach revenue or operating income targets. At the November 4, 2025 Board Meeting, the Compensation Committee approved a one-time performance based bonus for each NEO equal to 75% of the Target Bonus as a percentage of base salary (100% for Brian C. Faith, 55% for Elias Nader and 50% for Timothy Saxe) based upon completion of two key deliverables for the Company by the end of 2025.
Equity-Based Compensation
Equity-Based Compensation The Committee believes that equity awards are an essential component of executive compensation. Equity awards are subject to vesting provisions to encourage our NEOs to remain employed with the Company and to align their interests with the long-term interests of our stockholders. Our NEOs generally receive an equity award, approved by the Committee or the Board of Directors, when they join the Company. During each fiscal year, the Committee may grant our NEOs additional stock options or other equity awards. The Committee takes into consideration the NEOs’ relative responsibility, performance, and anticipated future contribution to Company performance. The Committee receives recommendations from the President and Chief Executive Officer on the amounts and terms of equity compensation to be awarded to the other NEOs. The Chief Executive Officer’s recommendations are based on the NEOs’ anticipated future performance, responsibilities, and potential impact on Company results. The Committee takes these factors as well as the Compensation Peer Group data into account when approving such awards. The Committee also reviews prior equity awards to each NEO, including the number of shares that continue to be subject to vesting under prior equity awards, in determining the size of equity awards to each of our NEOs. If we grant stock options, they are granted with an exercise price per share equal to the closing market price of the Company’s common stock on the date of grant. The Committee did not grant any performance-based stock awards in 2025. On August 28, 2025, the Compensation committee voted to approve refresh retention RSU grants to the NEOs with such awards to be made at the Company’s next regularly scheduled grant date. The RSU refresh retention grants were subsequently issued with a grant date of September 2, 2025. The RSUs vest over a two-year period with 50% vesting on the one-year anniversary of the grant date and 50% vesting on the second-year anniversary of the grant date, subject to each NEO’s continued service through the applicable vesting dates.
Change of Control Severance Arrangements
Change of Control Severance Arrangements Consistent with our goals to attract and retain highly qualified executive officers and maintain a competitive executive compensation program, we previously entered into change of control agreements with each of our NEOs. These arrangements provide for certain “double trigger” severance benefits in connection with a change of control, as discussed in detail under the heading “Change of Control Agreements” below. It is expected that from time to time, we may consider the possibility of a corporate transaction such as a change of control. These transactions may be a distraction to our NEOs and can cause our NEOs to consider alternative employment opportunities. We entered into these change of control agreements to better ensure their continued dedication and objectivity, notwithstanding the possibility or threat of a change of control, provide incentive for each NEO to continue employment with us and maximize stockholder value, and provide each NEO with enhanced financial security in these specified circumstances. The Committee believes that these change of control severance benefits are appropriate and reasonable as they are provided only upon an involuntary termination in connection with a change of control and do not become payable merely upon the occurrence of a change of control; provide for no tax gross-up or other excessive benefits to the NEOs; and are subject to the condition that each NEO agree to a release of claims in our favor. These benefits generally do not affect the Committee’s decisions regarding other elements of compensation.
Equity Incentive Grant Policies
Equity Incentive Grant Policies The Committee administers our equity-based plans, although either our Board or the Committee may grant stock options or other equity awards to our NEOs. During 2025, equity awards were granted to our NEOs in the form of restricted stock units that vest based on continued service. Our NEOs are generally granted equity awards when they join the Company and they may receive additional equity grants as part of a refresh grant, upon promotion, or for individual performance. Our President and Chief Executive Officer recommends the timing, size, and terms of equity awards for NEOs other than himself, although the Committee is not obligated to approve these recommendations. Individual grants are based on position, individual performance, expected contribution, and market data for similar positions, if available. The Compensation Committee has implemented certain general policies relating to grants of stock options, RSUs, and other awards, which policies apply to our NEOs. Specifically, the Committee has determined that, whenever stock options, RSUs and other awards are granted, they shall be granted on: (i) the second and fourth Thursdays of the Company’s fiscal month (each a “Regular Grant Date”), or on the date the last director or Committee member approves such grants if not approved prior to the Regular Grant Date; (ii) on the date of a pre-scheduled Board of Directors or Committee meeting; or (iii) on such other date established in advance by the Board of Directors or Committee. The Company intends that future equity awards be made on a similar schedule. Option grants or other equity awards to NEOs may be approved at a properly constituted meeting of the Board of Directors or Committee or by the unanimous written consent of the directors or Committee members. Generally, our unanimous written consents are executed electronically, to ensure the date of approval is certain. All required documentation, including the list of recommended equity awards by recipient and the terms of the award, are sent to the Board of Directors or Committee prior to the meeting. The Committee believes that this practice will ensure that the exercise price of the options or other awards are based on the fair market value of our common stock on the date of grant and that the approval process results in grants made on a planned grant date. We have not, and do not, plan in the future to coordinate the timing of the release of material non-public information for the purpose of affecting the value of executive compensation (including equity award grants).
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth Fiscal Year 2025 and Fiscal Year 2024 compensation information for our Fiscal Year 2025 NEOs. We have elected to follow the scaled disclosure requirements applicable to Smaller Reporting Companies with respect to the Summary Compensation Table.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total ($) | | Brian C. Faith | 2025 | $468,000 | $351,000 | $377,495 | $— | $— | $— | $— | $1,196,495 | | President & CEO | 2024 | $424,000 | $— | $1,000,428 | $— | $46,812 | | | $1,471,241 | | Elias Nader | 2025 | $370,000 | $152,625 | $219,482 | $— | $— | $— | $— | $742,107 | | CFO, SVP Finance | 2024 | $324,480 | $— | $584,581 | $— | $39,450 | $— | $— | $948,511 | | Timothy Saxe | 2025 | $335,000 | $125,625 | $197,254 | $— | $— | $— | $9,000 | $666,879 | | Sr. VP of Engineering and CTO | 2024 | $287,706 | $— | $557,066 | $— | $32,519 | $— | $9,000 | $886,290 |
2025 Summary Compensation Table
| (1) These amounts reflect one-time performance-based bonuses for each NEO equal to 75% of the Target Bonus as a percentage of base salary (100% for Brian C. Faith, 55% for Elias Nader, and 50% for Timothy Saxe) based upon completion of two key deliverables for the Company by the end of 2025. |
2025 Summary Compensation Table
| (2) The amounts reflect the aggregate grant date fair value of equity-based awards computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of values of the awards are set forth under Note 14 to our consolidated financial statements entitled “Stock-Based Compensation” in our Annual Report on Form 10-K for Fiscal Year 2025, filed with the SEC on March 27, 2025. |
2025 Summary Compensation Table
| (3) The amounts reflect the aggregate grant date fair value of equity-based awards computed in accordance with FASB ASC Topic 718. The assumptions used in the calculation of values of the awards are set forth under Note 14 to our consolidated financial statements entitled “Stock-Based Compensation” in our Annual Report on Form 10-K for Fiscal Year 2025, filed with the SEC on March 27, 2025. |
2025 Summary Compensation Table
| (4) These were the amounts earned by the NEOs based on Fiscal Year 2025 performance and Fiscal Year 2024 performance under the Bonus Plan. | | (5) The Company does not have a defined benefit pension plan, nor a non-qualified deferred compensation plan. | | (6) The amount shown for Mr. Saxe represents a cash automobile allowance. No NEO received perquisites exceeding $10,000 and no NEO had tax planning or other reimbursable personal expenses in 2025 nor 2024. The Company does not provide the NEOs with perquisites or personal benefits during or after the NEO’s employment, except as disclosed in this Proxy Statement. |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table sets forth certain information concerning outstanding equity awards held by the NEOs as of December 28, 2025:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (1) Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Brian C. Faith(1) | 41,480 | — | — | $12.05 | 9/7/2026(2) | 32,529 | $208,836 | — | — | | | — | — | — | — | —(3) | 105,341 | $676,289 | — | — | | Elias Nader | — | — | — | — | —(4) | 4,673 | $30,001 | — | — | | | — | — | — | — | —(2) | 14,881 | $95,536 | — | — | | | — | — | — | — | —(3) | 48,191 | $309,386 | — | — | | Timothy Saxe(1) | 6,222 | — | — | $12.05 | 9/7/2026(2) | 18,602 | $119,425 | — | — | | | — | — | — | — | —(3) | 60,241 | $386,747 | — | — |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (1) 25% of these options vested one year after September 8, 2016 and 1/48th per month of service thereafter. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (2) 50% of these RSUs vested one year after September 13, 2024 and 50% vests per year of service thereafter. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (3) 50% of these RSUs vest one year after September 2, 2025 and 50% vests on the second year of service thereafter. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (4) 25% of these RSUs vested one year after February 10, 2022, and 12.5% vest every six months of service thereafter. |
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED The following table sets forth the number of option awards exercised by, and stock awards vested, for each of our NEOs during Fiscal Year 2025:
OPTION EXERCISES AND STOCK VESTED
| | Option Awards | | Stock Awards | | | Name | Number of shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Brian C. Faith | — | $— | 66,986 | $377,495 | | Elias Nader | — | $— | 37,354 | $219,482 | | Timothy Saxe | — | $— | 35,011 | $197,254 |
OPTION EXERCISES AND STOCK VESTED
| (1) Represents the number of shares that vested during Fiscal Year 2025, multiplied by the closing price of our common stock as reported on the Nasdaq Capital Market on the applicable vesting date, excluding any tax obligations incurred in connection with such vesting. |
Post-Employment and Change of Control Compensation
| • | Full vesting acceleration of outstanding equity awards granted by the Company prior to the change in control and a post-termination exercisability period of up to 3 months with respect to any such stock options. |
Pay Versus Performance
Pay Versus Performance The following table sets forth compensation information and financial performance measures for the three most recent fiscal years. We have elected to follow the scaled disclosure requirements applicable to Smaller Reporting Companies with respect to the Pay Versus Performance Table. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.” Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. Total shareholder return has been calculated in a manner consistent with Item 402(v) of Regulation S-K.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Net Income (Loss) | | (a) | (b) | (c) | (d) | (e) | (f) | (h) | | 2025 | $1,196,495 | $830,495 | $1,408,986 | $539,621 | $126.07 | $(12,040,000) | | 2024 | $1,471,241 | $1,419,065 | $917,401 | $904,071 | $192.95 | $(3,841,000) | | 2023 | $1,445,392 | $1,439,624 | $871,608 | $866,818 | $365.70 | $(263,000) |
Pay Versus Performance
| (1) For all years in question, our Principal Executive Officer (PEO) was the Company's President and Chief Executive Officer, Brian C. Faith. | | (2) Compensation Actually Paid to PEO reflects the exclusions and inclusions related to timing variations. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Equity Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |
Narrative Disclosure to Pay Versus Performance Table
Narrative Disclosure to Pay Versus Performance Table The line graphs below compare (i) the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (ii) our cumulative TSR and (iii) our Net Income, in each case, for each of the last five years. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. Compensation Actually Paid v. Net Income (Loss) Compensation Actually Paid v. Total Shareholder Return
Compensation of Non-Employee Directors
Compensation of Non-Employee Directors The following table sets forth the annual compensation paid or accrued by the Company to or on behalf of the non-employee directors of the Company for the fiscal year ended December 28, 2025.
Compensation of Non-Employee Directors
| Name (1) | Fees Earned or Paid in Cash ($) (2) | Stock Awards ($) (3) | All Other Compensation ($) | Total ($) | | Michael R. Farese | $67,101 | $63,101 | $— | $130,202 | | Joyce Kim | $40,796 | $25,653 | $— | $66,449 | | Andrew J. Pease | $43,046 | $25,653 | $— | $68,699 | | Christine Russell | $19,768 | — | $— | $19,768 | | Gary H. Tauss | $46,056 | $25,653 | $— | $71,709 | | Ron Shelton | $29,750 | $25,653 | $— | $55,403 |
Compensation of Non-Employee Directors
| (1) Brian C. Faith, the Company’s President and Chief Executive Officer is not included in this table. Mr. Faith was an employee of the Company during Fiscal Year 2025 and therefore, received no compensation for his services as a director. The compensation received by Mr. Faith as an employee of the Company is shown in the Summary Compensation Table in this Proxy Statement. |
Compensation of Non-Employee Directors
| (2) Directors who are not employees of the Company received an annual retainer of $40,000 for serving as a director of the Company. Directors receive annual leadership compensation awards as follows: Chairman of the Board, Chairman of the Audit Committee, Chairman of the Compensation Committee, Chairman of the Nominating and Corporate Governance Committee, members of the Audit Committee, and members of the Compensation Committee, receive annual leadership compensation awards of $25,250, $19,500, $10,000, $7,500, $8,000, and $5,000, respectively. Retainers are paid quarterly. The Company reimburses all directors for travel, lodging, and other expenses related to their service on the Board. |
Compensation of Non-Employee Directors
| (3) On August 28, 2025, the Compensation Committee of the Board of Directors approved RSUs to the members of the Board of Directors with a subsequent grant date of September 2, 2025 as follows: Chairman Michael R. Farese was granted 12,904 RSUs with a grant date value of $63,101and Directors Andrew J. Pease, Gary H. Tauss, Joyce Kim and Ron Shelton were each granted 5,246 RSUs with a grant date value of $25,653. The fair market value of the Company's stock at the grant date of September 2, 2025 was $4.89. |
Compensation of Non-Employee Directors
The following table reports the non-vested RSUs and outstanding stock options held by non-employee directors on December 28, 2025:
Compensation of Non-Employee Directors
| Name | RSUs | Stock Options | | Directors: | | | | Michael R. Farese | 12,904 | — | | Christine Russell | — | — | | Gary H. Tauss | 5,246 | — | | Andrew J. Pease | 5,246 | — | | Joyce Kim | 5,246 | — | | Ron Shelton | 5,246 | — |
Compensation of Non-Employee Directors
QuickLogic has agreed to indemnify each director and NEO against certain claims and expenses for which the director or NEO might be held liable in connection with past or future services to QuickLogic and its subsidiaries. QuickLogic maintains insurance policies insuring its directors and NEOs against such liabilities.