Robert Barker
About Robert Barker
Robert Barker (age 79) is an independent director of GCT Semiconductor Holding, Inc. (GCTS), serving since March 2024; he previously served on GCT’s board since April 2011 and has chaired the Audit Committee since 2013. Barker holds a B.S. in Electrical Engineering and an MBA from UCLA, and brings extensive corporate finance, public company accounting, and SEC reporting expertise; he is designated the Audit Committee financial expert. He currently serves as Audit Committee Chair, is a member of the Compensation Committee, and chairs the Nominating & Corporate Governance Committee; his Class II term expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact | Citation |
|---|---|---|---|---|
| Micrel, Incorporated | VP Corporate Business Development; VP Human Resources; Interim VP Finance & CFO; VP Finance & CFO; Secretary | 1999–2010; 2008–2010; 2008–2009; 1994–1999; 2000–2001 and 2009 | Senior finance leadership; SEC reporting; HR oversight | |
| Waferscale Integration, Inc. | VP Finance & Secretary | Prior to 1994 | Fabless semiconductor finance leadership | |
| Monolithic Memories; Lockheed Missiles & Space Co. | Accounting and financial positions | Earlier career | Foundational accounting/finance experience |
External Roles
| Organization | Role | Tenure | Notes | Citation |
|---|---|---|---|---|
| AIStorm, Inc. (private) | VP Finance and CFO | Since 2018 | Privately held; semiconductor/AI | |
| Linear Dimensions Semiconductor, Inc. (private) | Corporate Secretary | Since 2016 | Privately held |
Board Governance
- Committee leadership: Barker chairs Audit; chairs Nominating & Corporate Governance; member of Compensation .
- Independence and financial expertise: Board affirmatively determined Barker independent under NYSE standards; he is the Audit Committee financial expert .
- Board structure and meetings: Board has seven directors; held seven meetings in 2024; each director attended at least 75% of Board and committee meetings .
- Committee activity in 2024:
- Audit Committee: 8 meetings; oversight includes auditor selection, ICFR, related-party transactions, risk, whistleblower procedures .
- Compensation Committee: 3 meetings; all members independent and non-employee directors .
- Nominating & Corporate Governance Committee: 0 meetings; responsibilities include director recruitment, independence reviews, orientation, shareholder engagement oversight .
Fixed Compensation
| Component | Amount ($) | Period/Notes | Citation |
|---|---|---|---|
| Annual Board Cash Retainer (Barker) | 40,000 | Paid quarterly for service on board | |
| Committee Chair Fees (Audit; Nominating) | 15,000; 10,000 | Annual fees for chair roles | |
| Compensation Committee Member Fee | 5,000 | Annual member fee | |
| 2024 Cash Fees Detail (Barker) | 7,500 (Q1 board); 30,000 (Q2–Q4 board); 11,250 (Audit Chair Q2–Q4); 7,500 (Nominating Chair Q2–Q4); 3,750 (Comp Member Q2–Q4) | Total cash earned $60,000 for 2024 |
Performance Compensation
| Equity Award | Grant Terms | Vesting | Deferral Election | Citation |
|---|---|---|---|---|
| RSUs under 2024 Plan | $110,000 grant (granted 6/27/2024); shares determined quarterly by $27,500 / FMV per share (Q2’24–Q1’25) | Vests 3/31/2025, subject to continued service | Barker elected to defer issuance until earliest Distribution Event |
| Quarter End | FMV ($/share) | Shares Allocated | Notes |
|---|---|---|---|
| 6/28/2024 | 5.21 | 5,278 | Determined on last day of quarter |
| 9/30/2024 | 3.35 | 8,208 | Determined on last day of quarter |
| 12/31/2024 | 2.33 | 11,802 | Determined on last day of quarter |
| 3/31/2025 | Not disclosed | Not disclosed | Final quarterly determination date per plan |
- Maximum director compensation: Cash plus equity awards may not exceed $500,000 per director per calendar year under the 2024 Incentive Compensation Plan .
Other Directorships & Interlocks
| Company | Role | Type | Interlocks/Conflicts | Citation |
|---|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed for Barker in proxy biography |
Expertise & Qualifications
- Audit committee financial expert; financially literate under NYSE standards .
- Deep experience in corporate finance, public company accounting, SEC reporting; UCLA B.S. EE and MBA .
- Longstanding audit leadership at GCT (Audit Chair since 2013) and broad semiconductor industry finance background .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Derivatives/Options | Notes | Citation |
|---|---|---|---|---|---|
| Robert Barker | 22,086 | <1% | Includes 2,800 options exercisable within 60 days of 7/25/2025 | Address of record: 2290 N. 1st St., Ste 201, San Jose, CA | |
| RSUs awarded (determined shares) | Q2’24: 5,278; Q3’24: 8,208; Q4’24: 11,802; Q1’25: not disclosed | — | RSUs vest 3/31/2025; issuance deferred to earliest Distribution Event | Award value totals $110,000; quarterly share counts based on FMV |
- Pledging: No pledge footnote indicated for Barker in the beneficial ownership table; no pledging disclosure noted in proxy .
Governance Assessment
-
Strengths
- Independent director with audit chair tenure and designated financial expert; active committee engagement (Audit 8 meetings; Compensation 3) supports board effectiveness in controls and pay oversight .
- Clear, structured director compensation with modest cash retainer and capped equity grants; RSU deferral election aligns issuance timing with separation/CoC events .
- Affirmative independence determinations across all committees; Barker serves on committees comprised solely of independent directors .
-
Risks and RED FLAGS
- Company-level reliance on related-party financing from the Chairman (Dr. Kyeongho Lee) and major stockholder (Anapass), including past-due loans incurring 3% monthly penalties and extensions of maturities; while not a Barker-related transaction, Audit Committee (chaired by Barker) oversees approval/ratification—heightening scrutiny of conflict management and creditor influence .
- Nominating & Corporate Governance Committee did not meet in 2024 despite being responsible for director recruitment, independence review, and shareholder engagement—limits observed formal activity in governance processes; Barker chairs this committee .
- Going concern and liquidity stress disclosed (large short-term obligations, need to renegotiate/raise capital), increasing pressure on oversight of financial reporting and related-party transactions .
-
Alignment
- Barker’s ownership is small (<1%); equity compensation via RSUs provides some alignment but is primarily time-based rather than performance-conditioned; no pledging disclosed .
Board Governance Details
| Committee | Barker’s Role | Meetings in 2024 | Independence Status | Financial Expert | Citation |
|---|---|---|---|---|---|
| Audit | Chair | 8 | All members independent; Barker independent | Yes (Barker) | |
| Compensation | Member | 3 | All members independent; Barker independent | N/A | |
| Nominating & Corporate Governance | Chair | 0 | All members independent; Barker independent | N/A |
Director Compensation Summary (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Citation |
|---|---|---|---|---|
| Robert Barker | 60,000 | 82,500 | 142,500 |
- Fee components for Barker in 2024: Board retainer $37,500 (Q1–Q4), Audit Chair $11,250 (Q2–Q4), Nominating Chair $7,500 (Q2–Q4), Compensation Member $3,750 (Q2–Q4) .
- Annual retainer schedule and committee fee rates: Board retainer $40,000 (Barker); Audit Chair $15,000; Nominating Chair $10,000; Compensation Member $5,000; Audit Member $7,500; Nominating Member $5,000 .
Other Directorships & Interlocks
| Director | Other Public Company Boards | Committee Roles (External) | Notes | Citation |
|---|---|---|---|---|
| Robert Barker | Not disclosed | Not disclosed | External roles at AIStorm and Linear Dimensions are private companies |
Related-Party Transactions Context (Oversight)
- The company disclosed borrowings and interest expenses with Anapass (major stockholder) and Dr. Kyeongho Lee (Chairman), and subsequent maturity extensions; Audit Committee (chaired by Barker) is responsible for reviewing/approving related-party transactions .
Equity Ownership and Guidelines
- No specific director stock ownership guidelines disclosed for Barker; RSU deferral elections permitted (Barker elected deferral) .
Attendance and Engagement
- Board held seven meetings in 2024; each director attended at least 75% of Board and committee meetings .
Compensation Plan Governance
- Maximum aggregate annual director compensation (cash plus equity) capped at $500,000 per director under the 2024 Incentive Compensation Plan .
Expertise & Qualifications (Detail)
- Skills emphasized by the board: corporate finance, public company accounting, SEC reporting, and financial management; educational credentials (UCLA B.S. EE, MBA) .
Governance Implications for Investors
- Barker’s audit leadership and financial expertise are positives for control environment and related-party oversight; however, the company’s dependence on insider financing (with penalty terms and maturity amendments) elevates conflict-of-interest risk, placing greater importance on Audit Committee rigor and transparent approval processes .
- Limited activity of the Nominating & Corporate Governance Committee in 2024 may weaken formal processes around board refreshment and shareholder engagement; continued monitoring of 2025+ governance activity is warranted .
- Director pay mix (cash + time-based RSUs) is conventional; absence of performance-conditioned equity for directors aligns with typical governance practice but provides limited pay-for-performance linkage .