Bernard Gutmann
About Bernard Gutmann
Independent director since 2023; age 65. Nearly 40 years in semiconductors, including EVP, CFO & Treasurer at ON Semiconductor (2012–2021) with responsibilities spanning finance integration, reporting, restructuring, tax, treasury, and FP&A. Earlier roles at SCI LLC (ON Semi subsidiary) and Motorola. Bachelor of Science in Management Engineering from Worcester Polytechnic Institute. Designated by the Board as an Audit Committee Financial Expert; meets heightened Nasdaq/SEC independence standards for audit committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ON Semiconductor | EVP, CFO & Treasurer | Sep 2012 – Feb 2021 | Led finance integration, reporting, restructuring, tax, treasury and FP&A |
| SCI LLC (ON Semi subsidiary) | VP, Corporate Analysis & Strategy | 2006 – 2012 | Corporate analysis and strategy leadership |
| SCI LLC (ON Semi subsidiary) | Director, FP&A | 1999 – 2002 | Financial planning & analysis |
| Motorola | Various financial positions (controller, finance/accounting manager, FP&A manager, analyst) | 1982 – 1999 | Division controller and offshore factory finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Company biography does not list current outside public company directorships |
Board Governance
- Committee assignments: Audit Committee Chair; not listed as a member of Compensation or Nominating & Corporate Governance Committees in 2024–2025 .
- Independence: Determined independent under Nasdaq; meets heightened Rule 10A-3 audit independence requirements .
- Audit Financial Expert: Board determined Mr. Gutmann qualifies as an audit committee financial expert .
- Attendance: Board held 5 meetings; Audit Committee 5; Compensation and Nominating & Corporate Governance 4 each in 2024; each director attended at least 75% of Board and applicable committee meetings; 4 of 7 directors attended the 2024 annual meeting .
| Committee | Role | Independence standard met? | Evidence |
|---|---|---|---|
| Audit Committee | Chair | Yes (SEC Rule 10A-3; Nasdaq) | Board determination; charter amended Feb 2025 |
Fixed Compensation
| Component (FY 2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 50,000 | Director compensation policy |
| Audit Committee Chair Fee | 22,000 | Director compensation policy |
| Total Cash Fees (reported) | 72,000 | 2024 director compensation table |
Performance Compensation
| Grant | Grant Date | Shares (#) | Fair Value ($) | Vesting | Change-of-Control |
|---|---|---|---|---|---|
| Annual RSU (FY 2024) | Jun 13, 2024 | 15,128 | 195,000 | Vests at next annual meeting or 1-year anniversary, subject to service | |
| Initial RSU (upon appointment) | Jun 22, 2023 | 19,941 | 275,000 | Vests quarterly over 3 years, subject to service | |
| Policy terms (Directors) | — | — | — | Director awards are RSUs (time-based); no performance metrics are used for director equity |
Equity acceleration: Unvested director RSUs fully vest immediately prior to closing of a Change of Control, subject to continuous service .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No compensation committee interlocks involving Mr. Gutmann; company reports no interlocks among current Comp Committee members |
Expertise & Qualifications
- Financial leadership: Former EVP/CFO at ON Semiconductor; broad remit across treasury, tax, restructuring, reporting, and FP&A .
- Audit expertise: Designated Audit Committee Financial Expert by the Board .
- Sector experience: Deep semiconductor and manufacturing background (Motorola, ON Semi/SCI LLC) .
- Board skills matrix: Financial management/accounting, engineering/technical, semiconductor/battery design, international business (APAC), IT/cybersecurity, sales/business development; executive management .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 30,229 |
| Ownership as % of common shares outstanding | <1% (Company notes “Less than one percent”) |
| RSUs outstanding (as of Dec 29, 2024) | 17,535 |
| Options (exercisable/unexercisable) | None reported |
| Shares pledged as collateral | No pledge waiver disclosed for Mr. Gutmann; company policy prohibits pledging absent Board/Audit Committee waiver (disclosure notes waiver granted to Chairman Rodgers) |
Governance Assessment
- Strengths: Independent director with substantial CFO experience; chairs Audit Committee and is designated as financial expert—supports robust oversight of financial reporting, controls, and auditor independence . Compensation mix skews to equity (RSUs) with modest cash retainers, aligning interests with shareholders while avoiding performance metrics that could bias oversight .
- Engagement: Attendance met or exceeded the company’s threshold; committee structure and updated Audit charter (Feb 2025) indicate active governance updates .
- Conflicts/Related-party: No related-party transactions disclosed involving Mr. Gutmann; no pledging disclosed for him under insider trading policy .
- Signals to monitor: Company-wide say-on-pay support was 79% in 2024—adequate but leaves room for continued pay-for-performance alignment; as Audit Chair, continued scrutiny on compensation risk and financial controls remains appropriate .