David Richardson
KULICKE & SOFFA INDUSTRIESAbout David Richardson
David Jeffrey Richardson (age 60) has served on K&S’s Board since May 29, 2020; his current term expires in 2028. He is a former Executive Vice President and COO of LSI Corporation and held senior general manager roles at Intel; he is currently Chairman of Lattice Semiconductor and Lead Independent Director at Ambarella, and holds a B.S. in Electrical Engineering from the University of Colorado, Boulder . The Board has determined he is independent under Nasdaq and SEC rules , and he is designated an Audit Committee Financial Expert by the Audit Committee . The Board’s skills matrix lists his K&S tenure at 4 years as of January 1, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LSI Corporation | Executive Vice President & Chief Operating Officer; prior EVP roles (Semiconductor Solutions, Networking & Storage, Custom Solutions; Corporate Planning & Strategy) | 2005–2014 | COO 2011–2014; broad operations and strategy leadership |
| Intel Corporation | Vice President & General Manager, Servers Platform Group | 1992–2005 | Senior P&L and platform leadership |
| Private Investor/Consultant | Private investor and business development consultant | Since May 2014 | Ongoing advisory/investment activities |
External Roles
| Organization | Role | Status/Period | Notes |
|---|---|---|---|
| Lattice Semiconductor (NASDAQ: LSCC) | Chairman of the Board | Current | Semiconductor industry leadership |
| Ambarella (NASDAQ: AMBA) | Lead Independent Director | Current | Semiconductor/video processing |
| Volterra Semiconductor (NASDAQ: VLTR) | Director | 2011–2013 | Prior public company directorship |
| Graphcore, Ltd. | Director | 2021–2024 | Prior private company board role |
Board Governance
- Independence: The Board determined Richardson is independent under Nasdaq and SEC rules .
- Committee assignments (FY2024): Audit Committee member; Management Development & Compensation Committee member . He is designated an Audit Committee Financial Expert .
- Committee activity levels: Audit Committee met 9 times; Management Development & Compensation Committee met 5 times in FY2024 .
- Board engagement: Board met 6 times and held 9 executive sessions in FY2024; all directors attended the 2024 annual meeting of shareholders .
Fixed Compensation
| Component | Fiscal 2024 | Notes |
|---|---|---|
| Board Cash Retainer ($) | $65,000 | Standard director annual retainer |
| Committee Cash Retainers ($) | $12,500 (Audit member); $10,000 (Comp member) | Member fees; no meeting fees |
| Total Cash Fees ($) | $87,500 | Sum verified by director comp table |
| Equity Awards ($) | $179,902 | Annual equity grants paid quarterly; directors had no outstanding equity awards at FY-end |
| Total Director Compensation ($) | $267,402 | Cash + equity for FY2024 |
Additional director compensation practices:
- Annual board retainer $65,000; Chair of Board receives additional $70,000 (not applicable to Richardson) .
- Annual equity grants $180,000 paid in four equal quarterly installments .
- No meeting fees; no changes vs FY2023 in director compensation practices .
- Non-employee director annual total comp cap embedded in the Omnibus Plan at $500,000 value (cash + equity) .
Performance Compensation
Non-employee directors at K&S do not receive performance-based pay (no PSUs/options), and FY2024 directors had no outstanding equity awards at year-end . For governance context, K&S measures executive incentive payouts using the following metrics:
| Metric | FY2024 Target/Payout | Details |
|---|---|---|
| Incentive Compensation Plan (ICP) – Net Income (NI) | Target $114.8M; scale 25–200% payout; FY2024 adjusted NI $38.6M → ICP payout set at 20.0% to maintain thresholds | |
| ICP – Operating Margin (OM) | Target 11.8%; scale 25–200% payout; FY2024 adjusted OM 3.6% → reflected in 20.0% payout decision | |
| PSUs – Relative TSR vs GICS Semiconductor Index | FY2022–FY2024 cycle at 47th percentile → 95% of target earned | |
| PSUs – Organic Revenue Growth | FY2022–FY2024 three-year average (19)% with 1 outperformance vs named competitors → 8% payout; metric eliminated from new grants starting FY2024 |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | No interlocking relationships with other entities’ compensation committees; no insider participation |
| Related-party transactions | Audit Committee policy generally prohibits related-party transactions; none in FY2024 under Item 404(a) |
Expertise & Qualifications
- Audit Committee Financial Expert designation per SEC rules .
- Deep semiconductor operations and platform leadership (Intel, LSI), including COO experience .
- Public company board leadership (Chairman at LSCC; Lead Independent Director at AMBA) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| David Jeffrey Richardson | 22,418 | <1% | As of Dec 9, 2024 |
Ownership alignment policies:
- Director ownership guideline: at least $195,000 market value (3x cash retainer) within five years; all current non-employee directors met FY2024 guideline .
- Retention: prior to reaching guideline, retain at least 50% of stock awards .
- Anti-hedging and anti-pledging: Executives and directors may not hedge or pledge Company equity .
Governance Assessment
- Strengths: Independent director; Audit Committee Financial Expert; member of Audit and Compensation Committees; robust anti-hedging/anti-pledging and clawback regime; no related-party transactions; strong shareholder support on say-on-pay (98.2% approval in 2024) .
- Compensation alignment: Director pay mix balanced with cash ($87.5k) and equity ($179.9k), aligned to peer median; capped by non-employee director limit .
- External board roles: Chair at LSCC and Lead Independent Director at AMBA broaden network and industry insight; no disclosed conflicts or related-party transactions with K&S .
- Engagement indicators: Board (6 meetings) and committees (Audit 9; Comp 5) were active; all directors attended the 2024 annual meeting .
- RED FLAGS: None disclosed. No hedging/pledging; no related-party transactions; no repricing of awards under the Plan .