Drue Freeman
Ideal PowerAbout Drue Freeman
Drue Freeman, age 62, is an independent director of Ideal Power Inc. (IPWR) since April 2022. He brings over 30 years of semiconductor industry experience with deep automotive exposure, culminating as NXP’s Senior Vice President of Global Automotive Sales & Marketing; he holds a B.S. in Electrical Engineering from San Diego State University and an MBA from Pepperdine Graziadio Business School . The Board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NXP Semiconductors (including legacy Philips/VLSI) | Senior Vice President, Global Automotive Sales & Marketing | Various roles in Japan, Germany, China, Silicon Valley; tenure ended prior to 2016 | Built OEM relationships and Tier-1 design wins to gain automotive semiconductor share |
| Datang-NXP Semiconductors | Co-founder; Board member | Not disclosed | Launched first Chinese automotive semiconductor company |
| Association for Corporate Growth – Silicon Valley | Chief Executive Officer | Mar 2018 – Apr 2020 | Led programming and engagement for decision-makers; business development focus |
| Sand Hill Angels | Board member | Jan 2018 – Dec 2024 | Strategic investor group participation |
External Roles
| Organization | Role | Start Date | Notes / Potential Interlocks |
|---|---|---|---|
| Silicon Catalyst | Advisor | Nov 2016 | Incubator focused on silicon; advisory role |
| Boardwalktech Software Corp. (BWLK.V) | Director | Sep 2024 | Enterprise software; no disclosed business with IPWR |
| Sand Hill Angels | Board member | Jan 2018 – Dec 2024 | Angel investor network |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; this includes Freeman .
- Committee membership: Freeman serves on the Audit Committee; the Audit Committee members are Chair Michael Turmelle, Drue Freeman, and Gregory Knight .
- Attendance: In 2024 the Board met seven times, and each director attended at least 75% of the Board and applicable committee meetings; Audit Committee met 8 times, Compensation Committee 5, and Nominating & Corporate Governance 7 .
- Leadership/structure: Independent Chairman (Michael Turmelle); no lead independent director; periodic executive sessions of non-employee directors .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Director) | $60,000 | Non-Chair directors |
| Annual Equity Grant (RSUs, grant-date fair value) | $60,000 | Vests in equal quarterly installments over the fiscal year |
| Total (2024) | $120,000 | Freeman’s disclosed totals |
Performance Compensation
| Grant Type | Grant Date | Shares / Fair Value | Vesting / Metrics |
|---|---|---|---|
| Director Annual RSUs | 2024 (annual) | $60,000 grant-date fair value | Time-based; equal quarterly vesting during fiscal year; no performance metrics for director equity |
| RSUs (Form 4) | Jan 2, 2025 | 7,732 RSUs | Vests in four equal installments on Mar 31, 2025; Jun 30, 2025; Sep 30, 2025; Dec 31, 2025; time-based only |
No performance metrics are tied to director compensation; RSU vesting for directors is service-based rather than linked to financial/ESG outcomes .
Other Directorships & Interlocks
| Company | Role | Industry | Potential Conflict / Interlock |
|---|---|---|---|
| Boardwalktech Software Corp. (BWLK.V) | Director | Enterprise Software | No related-party transactions disclosed; no interlocks with IPWR customers/suppliers reported |
Expertise & Qualifications
- Semiconductor and automotive EV expertise; global commercial leadership at NXP across multiple geographies .
- Board formation and governance experience (Datang-NXP; Sand Hill Angels); advisory to silicon startups (Silicon Catalyst) .
- Technical and business credentials (BSEE; MBA) .
Equity Ownership
| Holder | Shares Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Drue Freeman | 24,168 | <1% | 15,185 common shares; 8,983 options exercisable within 60 days of Apr 15, 2025 |
- Anti-hedging/pledging: Company policy prohibits hedging and pledging by directors .
- Ownership reporting: Section 16 reporting was timely per 2024 proxy (minor exceptions for executives, none indicated for Freeman) .
Insider Trades
| Date | Security | Type | Shares | Price | Vesting / Notes |
|---|---|---|---|---|---|
| Jan 2, 2025 | Common Stock via RSU | A (Award) | 7,732 | $0.00 | RSUs vest quarterly in 2025 (Mar 31, Jun 30, Sep 30, Dec 31) |
Governance Assessment
- Positive signals:
- Independence and Audit Committee membership support effective oversight; Audit Committee includes an “financial expert” and met frequently (8 meetings in 2024) .
- Strong say-on-pay support (about 93% approval in 2024) indicates investor confidence in compensation oversight processes .
- No related party transactions since Jan 1, 2024; robust related party and insider trading policies (anti-hedging/pledging) reduce conflict risk .
- Alignment:
- Director compensation balanced between cash and equity ($60k/$60k) with service-based RSU vesting; equity grants create some alignment, though ownership remains below 1% .
- Potential concerns / RED FLAGS:
- Board diversity gap persists; the company disclosed an all-male, all-white board and plans to address diversity through attrition or growth—investors may scrutinize progress against Nasdaq expectations .
- Ownership level is modest (<1%), which may limit “skin-in-the-game” alignment relative to larger holders, though director pay mix includes equity .
- Overall: Freeman’s technical and automotive semiconductor expertise is relevant to IPWR’s power electronics focus; his Audit Committee role and independent status bolster governance. Absence of disclosed conflicts and adherence to anti-hedging/pledging policies are positives; continued monitoring of board diversity commitments and director ownership trajectory is warranted .