Denise Dignam
KULICKE & SOFFA INDUSTRIESAbout Denise Dignam
Denise M. Dignam (age 59) has served on the Kulicke & Soffa (KLIC) Board since August 22, 2023; she is nominated to serve until the 2029 annual meeting. She is President and Chief Executive Officer of The Chemours Company (NYSE: CC) and holds a B.S. in Chemical Engineering from Drexel University; her 36-year career spans engineering, manufacturing, operations leadership, supply chain, sales, marketing, and continuous improvement . The Board has determined she is independent under Nasdaq and SEC rules , and shareholders are asked to re-elect her (plurality standard) in March 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chemours | President & CEO | Since Mar 2024 | Leads one of the largest TiO2 manufacturers; multi-functional leadership experience |
| Chemours | President, Titanium Technologies & Chemical Solutions | Apr 2023–Feb 2024 | Portfolio leadership across TT/CS businesses |
| Chemours | President, Advanced Performance Materials | Feb 2021–Apr 2023 | Led APM division; global operations scope |
| Chemours | VP Global Operations, Fluoroproducts | Dec 2019–Apr 2023 | Global ops, supply chain; NA fluoropolymers leader |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| National Mining Association | Director | Current | Industry association board |
| American Chemistry Council (ACC) | Director | Current | Industry association board |
| Society of Chemical Industry (SCI) | Director | Current | Industry association board |
| U.S. Chamber of Commerce | Director | Prior | Former board service |
Board Governance
- Independence: The Board determined Dignam is independent under Nasdaq/SEC rules .
- Committee assignments (FY2024): Nominating & Governance Committee (member; Chair is Peter T. Kong). She is not listed on Audit or Management Development & Compensation Committees .
- Board activity and engagement: Board met 6 times and held 9 executive sessions in FY2024; all directors attended the 2024 annual meeting .
- Committee activity: Audit met 9 times; Management Development & Compensation (MD&C) met 5 times; Nominating & Governance met 5 times .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash fees | $70,000 | Base board retainer; no meeting fees |
| Annual equity grant | $179,902 | Paid quarterly; directors had no outstanding equity awards at FY-end |
| Total | $249,902 | Sum of cash + equity |
Director fee structure (policy):
- Board cash retainer $65,000; Board Chair +$70,000; committee Chairs: Audit $25,000, MD&C $20,000, Nominating & Governance $10,000; committee members: Audit $12,500, MD&C $10,000, Nominating & Governance $5,000; no meeting fees; annual equity grants $180,000, quarterly installments .
FY2023 (partial-year onboarding reference):
- Dignam received a pro‑rated initial equity grant of $19,286 upon appointment in Aug 2023; normal quarterly grants thereafter .
Performance Compensation
| Element | Design | Metrics | Payout Curve |
|---|---|---|---|
| Director equity | Not performance-based | None disclosed for directors | Quarterly grants; no outstanding awards at FY-end |
K&S uses fixed cash retainers and time-based/fully vested equity grants for non‑employee directors; performance metrics apply to executives, not directors .
Other Directorships & Interlocks
| Company/Entity | Type | Interlock/Conflict Note |
|---|---|---|
| Chemours (NYSE: CC) | Executive (CEO) | No K&S related‑party transactions in FY2024; Audit Committee policy generally prohibits related party transactions . |
| Industry associations noted above | Non-profit/association boards | Not public company boards; no K&S conflicts disclosed . |
Expertise & Qualifications
- Deep operations and manufacturing leadership in chemicals; breadth across engineering, supply chain, sales/marketing, technical service, continuous improvement .
- Board skills matrix highlights her coverage in semiconductors/broad tech exposure, Asia markets, engineering/operations, sales/marketing, M&A/partnerships (company’s skills/diversity matrix) .
- Director qualifications: Board cited her achievement record and external board experience as rationale for K&S directorship .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Denise M. Dignam | 15,911 | <1% | As of Dec 9, 2024; none subject to options exercisable within 60 days |
- Stock ownership guideline compliance: Company states each current non‑employee director met FY2024 guidelines (≥$195,000 market value within 5 years; 50% hold requirement pre‑compliance) .
- Hedging/pledging: Directors are prohibited from hedging and pledging Company securities .
Governance Assessment
-
Strengths
- Independent director with multi‑disciplinary operating background; adds non‑semiconductor manufacturing rigor to board deliberations .
- Active Nominating & Governance Committee member; board maintains robust structure with independent Chair and frequent executive sessions .
- Alignment signals: High equity portion of director pay and guideline compliance; anti‑hedging/pledging policy mitigates misalignment risk .
- No related‑party transactions in FY2024; MD&C Committee engaged independent consultant (FW Cook) and performs annual risk assessment on incentives .
-
Watch items / potential RED FLAGS
- Plurality election standard means the nominee can be elected with minimal votes; structural shareholder-rights consideration for investors .
- External executive role at Chemours: while no K&S related‑party transactions disclosed, monitor for any future transactional ties or overlapping ecosystem relationships; Audit Committee reviews any such transactions case‑by‑case under policy .
- Attendance rate detail for individual directors not disclosed; only board and committee meeting counts and annual meeting attendance are provided; continue to track per future proxies .