Camillo Martino
About Camillo Martino
Independent Class II Director of CXApp Inc. (CXAI); age 63; on KINS Technology Group’s board since August 2020 and continued with CXApp following the March 2023 merger; re-elected at the May 20, 2025 annual meeting for a term through the 2028 annual meeting . Former senior global semiconductor executive and CEO/COO across multiple high-technology companies; Bachelor of Applied Science (University of Melbourne) and Graduate Diploma in Digital Communications (Monash University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silicon Image, Inc. | Chief Executive Officer and Director | 2010–Mar 2015 (company sold to Lattice) | Led sale to Lattice Semiconductor; strategic and operational leadership |
| SAI Technology Inc. | Chief Operating Officer; Director | Jan 2008–Dec 2009; Director 2006–2010 | Operations leadership in networking/communications |
| Cornice Inc. | Chief Executive Officer and Director | 2005–2007 | Led storage-focused technology firm |
| Zoran Corporation | EVP & Chief Operating Officer | Aug 2001–Jul 2005 | Global SoC semiconductor operations |
| National Semiconductor | Various positions | ~14 years (prior to 2001) | Deep semiconductor operating/engineering experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Magnachip Semiconductor (NYSE: MX) | Chair of the Board | Since Aug 2016 (current) | Public company chair |
| Sensera | Director | Since 2018 (current) | Technology/IoT |
| VVDN Technologies (Private) | Director | Current | India-based ODM |
| Sakuu Corporation (Private) | Director | Current | Battery manufacturing platform |
| Cypress Semiconductor | Director | Jun 2017–Apr 2020 (sale to Infineon) | Public board until acquisition |
| Moschip Technologies (BOM: 532407) | Director | Apr 2017–May 2019 | Semiconductor |
Board Governance
- Independence: CXAI determined all directors other than CEO/Chair Khurram Sheikh are independent under Nasdaq rules; Martino is independent .
- Classified board: Three classes; Martino is Class II; staggered terms can delay control changes .
- Leadership structure: CEO also serves as Chair; board may appoint lead independent director in future but none currently .
- Attendance: In 2024, the board held 18 meetings (including committees); each director attended at least 75% of applicable meetings; all five directors attended the 2024 annual meeting .
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit | Member | Chair: Shanti Priya | All members independent; financial literacy required |
| Compensation | Member | Chair: Di‑Ann Eisnor | Independent, non‑employee directors; can retain independent consultants |
| Nominating & Corporate Governance | Chair | Chair: Camillo Martino | Oversees board composition, governance policies |
| 2025 Shareholder Vote on Martino’s Election | For | Against | Abstain |
|---|---|---|---|
| Class II Director (term to 2028) | 4,497,808 | 587,432 | 7,358 |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $25,000 | Director cash fee despite policy not contemplating annual cash in general |
| Total Cash | $25,000 | |
| Director Compensation Policy | — | No annual cash contemplated; reimbursement of reasonable travel expenses |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value (USD) | Vesting/Terms |
|---|---|---|---|---|
| RSU Annual Award (outside directors) | Aug 26, 2024 | 94,787 | Included in 2024 stock awards; $200,001 total for Martino | Vests on annual anniversary; service‑based |
| RSU Awards Outstanding (as of 12/31/2024) | — | 114,787 | — | Outstanding at year‑end; service vesting per plan |
| Options Outstanding (as of 12/31/2024) | — | 0 | — | No director option grants outstanding |
| Plan Terms – Change‑of‑Control | — | — | — | Outside directors’ options/RSUs/performance awards vest fully at change‑of‑control if not assumed/substituted; performance deemed at 100% target |
| Clawback Policy | Adopted Nov 2023 | — | — | Awards subject to Exchange Act 10D/Nasdaq 5608‑compliant clawback |
Performance metrics: None disclosed for director equity awards; awards for directors are service‑based vesting (not performance‑conditioned) .
Other Directorships & Interlocks
- Current public company directorship: Magnachip Semiconductor (Chair) .
- Prior public company boards: Cypress Semiconductor (to Apr 2020) .
- Related‑party transactions: Company reports none requiring disclosure under Item 404(a); board/committee approval required for any such transactions .
- Family relationships: None among directors/executives .
Expertise & Qualifications
- Deep semiconductor and operations leadership across Silicon Image, Zoran, National Semiconductor; seasoned public company board experience including chair roles .
- Governance expertise as chair of Nominating & Corporate Governance; service on Compensation and Audit committees .
- Education: Bachelor of Applied Science (University of Melbourne); Graduate Diploma in Digital Communications (Monash University) .
- Independence and compliance: Subject to Insider Trading Policy prohibiting hedging/pledging/options trading; meets Nasdaq director independence .
Equity Ownership
| Ownership Detail (as of 4/17/2025) | Amount |
|---|---|
| Shares Beneficially Owned | 201,010 |
| Ownership % of Outstanding | 1.01% |
| RSU Awards Outstanding (12/31/2024) | 114,787 |
| Options Outstanding | 0 |
| Shares Pledged as Collateral | None reported; company notes no pledging by any director/officer to its knowledge |
| Hedging/Pledging Policy | Directors prohibited from hedging/pledging; no margin accounts/standing orders |
Governance Assessment
- Board effectiveness: Martino’s chair role on Nominating & Corporate Governance and membership on Audit/Compensation place him at the center of board composition, oversight of financial reporting risks, and pay practices—key levers for governance quality . Independence and compliance policies (anti‑hedge/pledge; executive sessions) support investor alignment .
- Alignment and skin‑in‑the‑game: Director pay is equity‑heavy (2024 stock awards $200,001 vs $25,000 cash), plus 201,010 shares beneficially owned—positive alignment signals . No director ownership guidelines disclosed in the proxy; consider formalizing guidelines to strengthen alignment .
- Attendance/engagement: Board/committee activity was robust (18 meetings); every director met ≥75% attendance; all attended the 2024 annual meeting—adequate engagement baseline .
- Shareholder signals: 2025 re‑election received 4,497,808 “For” votes; say‑on‑pay passed comfortably (4,728,284 For vs 341,770 Against)—generally supportive investor sentiment .
- RED FLAGS / considerations:
- Combined CEO/Chair with no current lead independent director; classified board may reduce responsiveness to shareholder‑driven change .
- Capital structure actions (reverse split authorization; expanded equity plan) increase dilution flexibility; vigilance on pay‑for‑performance and issuance discipline remains prudent .
- No related‑party transactions disclosed—positive; maintain rigorous audit committee pre‑approval for any potential conflicts .