Gilbert Nathan
MAGNACHIP SEMICONDUCTORAbout Gilbert Nathan
Independent director of Magnachip Semiconductor (MX); age 45; appointed May 19, 2023; currently Lead Director, Audit Committee Chair, and Compensation Committee Chair, and member of the Nominating & Corporate Governance and ad hoc Strategic Review Committees. Background includes Managing Member at Jackson Square Advisors; prior roles at Candlewood Investment Group and Restoration Capital; BS in Management (Finance) from Tulane. The Board deems him independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jackson Square Advisors LLC | Managing Member | Since 2015 | Financial advisory; restructuring experience |
| Candlewood Investment Group | Senior Analyst | 2013–2015 | Distressed/event-driven investing |
| Restoration Capital Management | Principal | 2002–2012 | Value/distressed investing |
| Mission Coal, Mahwah Bergen Retail Group | Plan Administrator | Current | Court-appointed plan administration |
| Keycon Power Holdings LLC; Cloud Peak Energy Inc. | Chief Executive Officer | Current | Energy turnaround leadership |
External Roles
| Company | Role | Committees |
|---|---|---|
| Ready Capital Corporation (NYSE: RC) | Independent Director (since Mar 2019) | Audit; Nominating & Corporate Governance |
| Alto Ingredients, Inc. (NASDAQ: ALTO) | Director (since Nov 2019) | Audit (Chair); Compensation (Member) |
Board Governance
- Independence: Board determined Nathan is independent (NYSE 303A); also designated audit committee financial expert.
- Roles at Magnachip: Lead Director; Chair of Audit and Compensation; Member of Nominating & Corporate Governance and Strategic Review Committee.
- Attendance and engagement (FY2024): Board met 6 times; no director attended <92% of meetings; all directors attended the annual meeting. Audit Committee held 8 meetings; Nominating & Corporate Governance held 3 meetings.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Board Retainer ($) | 46,360 | 75,000 |
| Chair Service Fees ($) | 8,017 | 25,000 |
| Committee Service Fees ($) | 4,415 | 5,000 |
| Total Cash Fees ($) | 58,792 | 105,000 |
| Stock Awards ($) | 202,211 | 190,303 |
| Total Compensation ($) | 261,003 | 295,303 |
Additional equity detail (as of 12/31/2024):
- RSUs outstanding: 59,858; vested but not settled: 20,701.
Performance Compensation
| Element | Policy | Vesting / Metrics |
|---|---|---|
| Annual RSU grant | $165,000 grant value | Time-based RSUs; vest on earlier of 1-year or next annual meeting; no performance metrics |
| Committee Chair RSU | $20,000 per committee | Same vesting; time-based |
| Committee Member RSU | $10,000 per committee | Same vesting; time-based |
Note: Director compensation at Magnachip is time-based equity and cash retainers; no disclosed performance metrics tied to director equity grants.
Other Directorships & Interlocks
- Public boards: Ready Capital (Audit; Nominating & Corporate Governance), Alto Ingredients (Audit Chair; Compensation).
- Strategic Review Committee at Magnachip (activated Aug 2022): Nathan member aiding evaluation of strategic alternatives.
- Related-party transactions: Upon appointment, company disclosed no transactions >$120,000 involving Nathan; noted prior agreement among Magnachip, Jackson Square Advisors LLC, GT Investments II Corp, and Nathan.
Expertise & Qualifications
- Finance, restructuring, and governance expertise; recognized audit committee financial expert.
- Education: BS in Management (Finance), Tulane University.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Composition Details |
|---|---|---|---|
| Gilbert Nathan | 261,373 | <1% | 201,515 common shares (incl. 7,130 held by spouse/children and 98,200 held by GT Investments II Corp) + 59,858 RSUs vestable/settleable by Jun 23, 2025 |
| Directors & execs (9 persons) | 2,095,674 | 5.7% | Aggregate directors/executives as a group |
Stock ownership guidelines: Non-employee directors must hold equity equal to 3x annual board cash retainer; all applicable directors met guidelines as of Dec 31, 2024.
Insider Trades (Form 4 – alignment signals)
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-11-15 | Award (RSUs) | 6,320 | 0.00 | 213,013 | |
| 2025-07-01 | Award (RSUs) | 50,650 | 0.00 | 206,693 | |
| 2025-03-13 | Open market purchase | 20,000 | 3.6796 | 98,200 (indirect) | |
| 2024-06-15 | Award (RSUs) | 39,157 | 0.00 | 156,043 | |
| 2023-12-08 | Open market purchase | 10,000 | 6.80 | 78,200 | |
| 2023-08-15 | Open market purchase | 10,000 | 8.39 | 68,200 |
Note: Additional Form 3/4 entries filed on appointment (May 23, 2023) establishing initial holdings.
Governance Assessment
- Positives:
- Independence and audit expertise; serves as Audit Chair and designated financial expert—supports robust financial oversight.
- Elevated to Lead Director and Compensation Committee Chair following interim CEO transition—enhances independent oversight of management pay.
- Strong attendance; active committee workload (8 Audit meetings; 3 Nominating in 2024).
- Ownership alignment: Open-market purchases (Aug/Dec 2023; Mar 2025) and compliance with stock ownership guidelines.
- Watch items:
- Multiple external boards (Ready Capital; Alto Ingredients) increase time commitments; balance appears acceptable but monitor engagement over time.
- Indirect holdings through GT Investments II Corp noted; company disclosed no related-party transactions >$120,000 involving Nathan since last fiscal year (low conflict risk).
- RED FLAGS: None disclosed regarding hedging/pledging, tax gross-ups, option repricing, or related-party transactions tied to Nathan. Company policy prohibits hedging/pledging.
Other Notes
- Committee composition changes: On Aug 11, 2025, Chairman Camillo Martino became Interim CEO and stepped down from committees; company IR page reflects Nathan’s expanded leadership (Lead Director; Compensation Chair).
- Strategic alternatives: Nathan continues service on the Strategic Review Committee engaged in evaluating potential transactions to maximize shareholder value.