DEF: QuickLogic Sets Annual Meeting Agenda, Elects Directors

QuickLogic Corporation announces its Annual Meeting of Stockholders for May 7, 2026, to vote on director elections, executive compensation, and auditor ratification.

Summary

• The Annual Meeting of Stockholders will be held virtually on Thursday, May 7, 2026, at 10:00 a.m. local time.
• Stockholders will vote to elect two Class III directors, Brian C. Faith and Ron Shelton, for a three-year term expiring in 2029.
• A non-binding advisory vote will be held on the compensation of named executive officers.
• Stockholders will ratify the appointment of Frank, Rimerman + Co. LLP as the independent registered public accounting firm for the fiscal year ending January 3, 2027.
• The record date for voting is March 9, 2026, with 17,720,435 shares of common stock outstanding and entitled to vote.
• The company did not meet its 2025 Bonus Plan Goals, which targeted $24.8 million in revenue and $1.6 million in proforma (non-GAAP) operating income.
• Despite missing Bonus Plan Goals, a one-time performance-based bonus equal to 75% of the target bonus (100% for Brian C. Faith, 55% for Elias Nader, 50% for Timothy Saxe) was approved for NEOs based on completion of two key deliverables by the end of 2025.
• Net income (loss) for 2025 was $(12,040,000), compared to $(3,841,000) in 2024 and $(263,000) in 2023.
• Total Shareholder Return (TSR) for an initial $100 investment was $126.07 in 2025, down from $192.95 in 2024 and $365.70 in 2023.
• The company dismissed Moss Adams LLP (now Baker Tilly) as its independent registered public accounting firm on June 5, 2024, and appointed Frank, Rimerman + Co. LLP on June 4, 2024.
• Approximately $7.9 million of intercompany amounts owed by the SensiML subsidiary were canceled and extinguished on December 28, 2025, treated as a capital contribution and approved as a related-party transaction.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this filing with a slightly negative sentiment due to the company's failure to meet its 2025 financial targets and the significant increase in net losses, despite routine corporate governance updates and a one-time bonus for other strategic achievements.

Positives

• The Board of Directors unanimously recommends voting FOR all three proposals: director elections, executive compensation, and auditor ratification.
• The company utilizes SEC rules to furnish proxy materials over the internet, conserving natural resources and reducing printing and distribution costs.
• The executive compensation program incorporates best practices such as reasonable, double-trigger change of control severance benefits, no tax gross-ups, a clawback policy, and an insider trading policy prohibiting hedging or pledging stock.
• The Board maintains a strong corporate governance structure with independent directors comprising all standing committees and regular independent director sessions.

Negatives

• The company failed to achieve its 2025 Bonus Plan Goals, missing revenue targets of $24.8 million and proforma operating income targets of $1.6 million.
• Net income (loss) significantly worsened from $(3,841,000) in 2024 to $(12,040,000) in 2025.
• Total Shareholder Return (TSR) has shown a declining trend over the past three fiscal years, from $365.70 in 2023 to $126.07 in 2025 for an initial $100 investment.

Risks

• The Compensation Committee acknowledges that the 2025 Bonus Plan Goals were challenging and required significant effort, indicating inherent risks in achieving ambitious targets.
• The company's executive compensation programs may, from time to time, limit the tax deductibility of compensation due to Section 162(m) of the Internal Revenue Code, which could impact financial efficiency.
• The reliance on a peer group for compensation benchmarking, while a standard practice, carries the risk that the chosen peer group may not perfectly reflect the company's unique market position or challenges.

Future Outlook

The filing indicates that the company's operating plan is developed by management and reviewed and approved by the Board annually, with objectives intended to be challenging to foster growth. While 2025 Bonus Plan Goals were not met, management was responsible for other critical objectives for future strategy and revenue growth. No specific forward-looking financial guidance for 2026 or beyond is provided in this proxy statement.

Management Comments

• "Our management does not intend to present other items of business and knows of no items of business that are likely to be brought before the Annual Meeting, except those described in this Proxy Statement."
• "Thank you for your continued support of QuickLogic."
• "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."

Industry Context

StockSavvy.ai notes that QuickLogic benchmarks its executive and Board compensation against a peer group of publicly traded companies in the technology and semiconductor sectors. This peer group is selected based on financial comparability (revenue less than $100 million, market capitalization $60-$450 million), geographic location (California-based), and competition for executive talent, indicating a focus on maintaining competitive compensation practices within its niche.

Comparison to Industry Standards

• QuickLogic's Compensation Peer Group includes companies such as 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, and Identiv.
• The company uses this peer group data as one of multiple factors to determine total target cash compensation, base salary, and target cash incentive compensation for its named executive officers, aiming for overall compensation competitive with comparable positions in these companies.

Management Changes

Corporate Governance

Related Party Transactions

• The company has entered into Change of Control Agreements with its President and Chief Executive Officer and other named executive officers, providing certain severance benefits upon an involuntary termination in connection with a change of control.
• Indemnification agreements are in place with current and former directors and executive officers, providing indemnification for certain expenses incurred in actions or proceedings related to their service.
• On December 28, 2025, the company canceled and extinguished approximately $7.9 million of intercompany amounts owed to it by its SensiML subsidiary. This non-cash transaction was accounted for as a capital contribution to SensiML and approved by the Board of Directors as a related-party transaction.

Stakeholder Impact

• Shareholders: Will vote on key governance matters including director elections, executive compensation, and auditor ratification, directly influencing the company's leadership and oversight.
• Executive Officers: Their compensation structure, including base salary, performance-based incentives, and equity awards, is subject to stockholder advisory vote and Board oversight, directly impacting their remuneration and incentives.
• Employees: The company's 401(k) Plan and other general benefits are available to NEOs and other employees, indicating a standard benefits package.

Next Steps

• Stockholders are encouraged to vote promptly for the Annual Meeting on May 7, 2026.
• The Compensation Committee will take into account the outcome of the non-binding advisory vote on executive compensation when considering future arrangements.
• The Audit Committee will reconsider the appointment of Frank, Rimerman + Co. LLP if there is a negative vote on ratification.
• Stockholders wishing to present proposals for the 2027 Annual Meeting must submit them by November 27, 2026.

Key Dates

Recommendation

The filing is a routine proxy statement detailing corporate governance matters, including director elections, executive compensation, and auditor ratification. While it highlights the company's failure to meet 2025 financial targets and an increase in net losses, these are historical figures that would have been disclosed in prior financial reports. The information presented does not introduce new material financial or strategic developments that would significantly alter the investment thesis, thus a 'hold' recommendation is appropriate as investors await future operational and financial updates.

Keywords

QuickLogic, Proxy Statement, Annual Meeting, Director Election, Executive Compensation, Auditor Ratification, Corporate Governance, Semiconductor, Financial Performance, SEC Filing