russell_poa.htm

0001437749-18-015787.txt : 20180816 0001437749-18-015787.hdr.sgml : 20180816 20180816200904 ACCESSION NUMBER: 0001437749-18-015787 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180810 FILED AS OF DATE: 20180816 DATE AS OF CHANGE: 20180816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHRISTINE RUSSELL CENTRAL INDEX KEY: 0001226107 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-31311 FILM NUMBER: 181024440 MAIL ADDRESS: STREET 1: 17165 PINE STREET CITY: LOS GATOS STATE: CA ZIP: 95032 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PDF SOLUTIONS INC CENTRAL INDEX KEY: 0001120914 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 251701361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 WEST SAN CARLOS STREET STREET 2: SUITE 700 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4082807900 MAIL ADDRESS: STREET 1: 333 WEST SAN JOSE STREET STREET 2: SUITE 700 CITY: SAN JOSE STATE: CA ZIP: 95110 3 1 rdgdoc.xml FORM 3 X0206 3 2018-08-10 0 0001120914 PDF SOLUTIONS INC PDFS 0001226107 CHRISTINE RUSSELL 333 W. SAN CARLOS ST. SUITE 1000 SAN JOSE CA 95110 1 VP, Finance and CFO Common Stock 80000 D Stock Options (Right to Buy) 10.6500 2028-08-01 Common Stock 80000 D These shares represent an award of restricted stock units (Total RSU). 25% of the Total RSU will vest on August 1, 2019 and 12.5% of the Total RSU will vest each date that is 6 months thereafter until fully vested, subject to the Recipient's continued service through each applicable vest date. 25% of the Total Options will vest on the 1st anniversary of the grant date, which is August 1 2019 and 1/48th of the Total Options will vest on the 1st of each month thereafter through August 1, 2022, when the award will be fully vested, subject to the Recipient's continued service through each applicable vest date.. /s/ Christine Russell 2018-08-16 EX-24 2 russell_poa.htm russell_poa.htm

Exhibit 24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints John Kibarian, Kimon Michaels, and each of them, his or her, true and lawful attorney-in-fact to:

(1)

prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director, and/or person who holds more than 10% of the stock of PDF Solutions, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder;

(3)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment(s) thereto, and timely file any such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done pursuant to this power of attorney. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked or modified by the undersigned in a signed writing, but shall terminate automatically as to each individual attorney-in-fact when such person is no longer an employee of the Company. This Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

The undersigned has caused this Power of Attorney to be executed as of this 7^th day of August, 2018.

/s/ Christine Russell
Christine Russell