Nelson Chan
About Nelson C. Chan
Independent director (Class I) of GCT Semiconductor Holding, Inc. since March 2024; age 64. Background spans CEO of Magellan, EVP/GM Consumer at SanDisk, and engineering/marketing roles at Chips and Technologies, Signetics, Delco. Education: B.S. Electrical & Computer Engineering (UC Santa Barbara) and MBA (Santa Clara University). The Board affirmatively determined him to be independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synaptics Incorporated | Chair of the Board; Director | Chair since Oct 2018; Director since Feb 2007 | Governance leadership as Chair; long-tenured tech board experience |
| Magellan Corporation | Chief Executive Officer | Dec 2006–Aug 2008 | Led GPS/navigation business across consumer/OEM segments |
| SanDisk Corporation | EVP & GM, Consumer Business (various senior roles) | 1992–2006 | Built global flash memory consumer franchise |
| Chips and Technologies; Signetics; Delco Electronics | Marketing/Engineering positions | 1983–1992 | Semiconductors, systems engineering foundation |
External Roles
| Company | Listing | Role | Tenure | Committees |
|---|---|---|---|---|
| Deckers Outdoor Corporation | NYSE | Director | Current | Audit; Nominating & Governance |
| Twist Bioscience | Nasdaq | Director | Current | Audit; Nominating & Governance |
| Adesto Technologies (acquired by Dialog) | Nasdaq | Chair; Director | 2010–Jun 2020 | Chair of Board; Chair Compensation; Audit; Nominating & Corporate Governance |
| Socket Mobile | Nasdaq | Director | 2016–2019 | Chair Compensation; Nominating & Corporate Governance |
| Silicon Laboratories | Nasdaq | Director | 2007–2010 | Board member |
| Affymetrix (acquired by Thermo Fisher) | Nasdaq | Director | 2010–2016 | Chair Audit; Compensation |
| Outerwall (acquired by Apollo) | Nasdaq | Chair; Director | Jun 2013–Sep 2016 | Chair of the Board |
Board Governance
- Board structure and independence: Seven directors; six determined independent (including Chan). Chairman: Dr. Kyeongho Lee (also independent). Chan serves on the Nominating & Corporate Governance Committee .
- Committee assignments and activity:
- Nominating & Corporate Governance Committee: Members Robert Barker (Chair), Dr. Kyeongho Lee, Nelson C. Chan; held no meetings in 2024 .
- Audit Committee: Barker (Chair), Hyunsoo Shin, Dr. Kukjin Chun; eight meetings in 2024 .
- Compensation Committee: Dr. Kyeongho Lee (Chair), Barker, Jeff Tuder; three meetings in 2024 .
- Attendance: Board held seven meetings in 2024; each director attended at least 75% of Board/committee meetings on which they served .
- Election results (2025 Annual Meeting): Chan re-elected with 30,546,750 For / 1,074,731 Withheld / 1,988,615 broker non-votes; signals strong holder support .
Fixed Compensation
2024 Director compensation (post-Business Combination cash + equity mix):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Nelson C. Chan | $39,375 | $82,500 | $121,875 |
Cash fee detail (2024): $35,625 regular board retainer; $3,750 Nominating & Corporate Governance member fee .
Current annual cash retainer schedule (paid quarterly; latest policy amounts):
| Director | Annual Retainer ($) |
|---|---|
| Nelson C. Chan | $47,500 |
Committee cash fees (policy):
| Role | Annual Fee ($) |
|---|---|
| Audit Chair | $15,000 |
| Compensation Chair | $10,000 |
| Nominating & Corporate Governance Chair | $10,000 |
| Audit Member | $7,500 |
| Compensation Member | $5,000 |
| Nominating & Corporate Governance Member | $5,000 |
Performance Compensation
RSU structure for non-employee directors (including Chan):
| Attribute | Detail |
|---|---|
| Grant | RSUs under 2024 Incentive Compensation Plan; granted June 27, 2024 |
| Target grant-date value | $110,000 total; determined $27,500 per quarter over four quarters (Apr 1, 2024–Mar 31, 2025) |
| Share calculation | Quarterly shares = $27,500 / FMV at quarter-end; examples: 5,278 shares at $5.21 (Jun 28, 2024) ; 8,208 shares at $3.35 (Sep 30, 2024) ; 11,802 shares at $2.33 (Dec 31, 2024) ; final determination Mar 31, 2025 |
| Vesting | Cliff vest March 31, 2025 (service-based) |
| Deferral elections | Allowed from Sep 30, 2024 forward; Barker and Tuder elected deferral to earliest Distribution Event; Kyeongho Lee elected earliest of Distribution Event or 2027; no deferral election disclosed for Chan |
| Options | Company states it does not grant stock options to directors; equity programs use RSUs |
Performance metrics: None disclosed for director equity; awards are time-based RSUs without revenue/EBITDA/TSR hurdles .
Clawback: Company clawback policy applies to current/former executive officers upon material restatement; no director-specific clawback disclosed .
Hedging/Pledging policy: Hedging prohibited absent pre-clearance; pledging requires pre-approval; short sales and trading in derivatives prohibited .
Maximum director compensation cap under plan: Cash + equity ≤ $500,000 per director per calendar year .
Other Directorships & Interlocks
- Active interlocks: Synaptics (semiconductors; potential technology network benefits), Deckers (consumer footwear; low direct overlap), Twist Bioscience (synthetic DNA; low direct overlap). No GCT-related transactions disclosed involving Chan –.
- Company-level related-party profile: Significant financing and security arrangements with Anapass (beneficial owner ~16%) and loans from Chairman Dr. Kyeongho Lee; potential governance complexity for independent directors overseeing conflicts – .
Expertise & Qualifications
- Semiconductor and consumer-tech leadership (CEO Magellan; EVP SanDisk), deep governance experience as board Chair and committee leader across multiple public companies .
- Technical foundation in ECE; prior engineering roles; brings corporate finance, governance, and strategic transactions expertise to GCT .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Nelson C. Chan | 42,056 | <1% (asterisk indicates less than 1%) |
- Ownership guidelines: No director stock ownership guideline disclosed in proxy; Company insider trading policy prohibits hedging/pledging absent pre-clearance .
- Pledging/hedging: No pledges disclosed for Chan; policy restricts such activity .
- Section 16 reporting: Company disclosed Chan filed two late Forms 4 for 2024 (administrative control, not necessarily misconduct) .
Insider filing status table:
| Year | Late Forms 4 | Note |
|---|---|---|
| 2024 | 2 | Company-wide summary disclosed in proxy |
Governance Assessment
-
Strengths
- Independent status with substantial multi-industry public board experience and current leadership chair role at Synaptics; adds board process rigor and external perspective .
- Compensation structure emphasizes equity (RSUs) over cash; 2024 mix for Chan $82,500 equity vs $39,375 cash aligns incentives with shareholder outcomes (time-based service) .
- Strong shareholder support for re-election in 2025 (30.5M For vs 1.07M Withheld) .
- Robust company-level policies: insider trading/anti-hedging, clawback for executives, committee independence across Audit/Comp/Nominating .
-
Watch items / RED FLAGS
- Nominating & Corporate Governance Committee held no meetings in 2024 despite post-combination governance setup; potential engagement gap to monitor in 2025 .
- Company discloses substantial related-party financing with Chairman/Anapass; independent directors, including Chan, must actively oversee conflicts (Item 404) – .
- Two late Section 16 filings for Chan (process discipline) alongside other directors; remedial controls should be assessed .
- Company-level going concern and high near-term debt obligations elevate oversight demands on risk, financing, and equity issuance policies (ELOC dilution risk) –.
-
Director compensation fairness
- Structure is standard small-cap tech: cash retainer + modest committee fees + annual RSU grant with cliff vest; capped under plan; no options; no performance metrics tied to director pay, consistent with governance norms .
-
Shareholder feedback context
- 2025 Annual Meeting voting shows broad support for Chan’s re-election; Proposal 3 (ELOC >19.99%) also passed (30.63M For; 0.08M Against) indicating investor acceptance of financing flexibility, but with dilution risk the board must mitigate .
Appendix: Meeting and Vote Data
| Metric | Value |
|---|---|
| Board meetings (2024) | 7 |
| Audit Committee meetings (2024) | 8 |
| Compensation Committee meetings (2024) | 3 |
| Nominating & Governance Committee meetings (2024) | 0 |
| Chan 2025 Election Vote | For: 30,546,750; Withheld: 1,074,731; Broker Non-Vote: 1,988,615 |
Notes on Policies and Plans
- RSU vesting/deferral: Chan’s RSUs vest Mar 31, 2025; deferral elections permitted from Sep 30, 2024; no deferral election disclosed for Chan (Barker/Tuder elected; Lee elected to 2027 or Distribution Event) .
- Maximum director comp cap: $500,000 per year inclusive of cash and equity under 2024 Plan .
- Clawback scope: Executive officers only; adopted and filed with Form 10-K exhibits .
- Insider Trading Policy: Prohibits hedging; pledging requires approval; restricts short sales and derivatives trading .
Overall, Nelson Chan brings seasoned board leadership and semiconductor governance expertise with independent status and strong shareholder support. Key governance priorities for him at GCT include sharpening nom/gov committee engagement post-combination, reinforcing Section 16 controls, and rigorous oversight of related-party financing and dilution risks inherent in the ELOC to protect minority shareholder interests – .