Michael Splinter
NASDAQAbout Michael R. Splinter
Lead Independent Director of Nasdaq, Inc.; retired Chairman and CEO of Applied Materials; 40+ year semiconductor industry veteran (ex‑Intel); co‑founder of WISC Partners . Age 74, director since 2008, and elected Lead Independent Director effective January 1, 2023 . Recognized governance and technology leader: National Academy of Engineers; chairs the Board of Trustees of Natcast (National Semiconductor Technology Center operator) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nasdaq, Inc. | Lead Independent Director; former Board Chair | LID since Jan 1, 2023; Chair May 2017–Dec 2022 | Robust LID duties (agenda approval, presiding over executive sessions, investor availability) |
| Applied Materials, Inc. | CEO; Executive Chairman | CEO 2003–2013; Exec Chair 2009–Jun 2015 | Led complex global technology business; extensive governance experience |
| Intel Corporation | Senior executive (prior to Applied Materials) | Not disclosed | Engineering/operations leadership experience |
| WISC Partners | Co‑founder; business & technology consultant | Not disclosed | Early‑stage tech investing, advisory |
External Roles
| Company | Role | Committees |
|---|---|---|
| Taiwan Semiconductor Manufacturing Company Limited (TSMC) | Director | Audit and Risk Committee; Compensation and People Development Committee (Chair) |
| Kioxia Holdings Corporation | Director | Nomination and Compensation Advisory Committee |
| Tigo Energy, Inc. | Director | Compensation Committee (Chair); Nominating and Corporate Governance Committee |
| Prior 5 years: Gogoro Inc. | Former Director | Former role noted (details not current) |
Board Governance
- Independence and service: Classified as independent; 11 of 12 nominees are independent; Splinter is Lead Independent Director and serves on Management Compensation and Nominating & Governance Committees .
- Committee assignments: Member – Management Compensation; Nominating & Governance .
- Lead Independent Director authority: Approves agendas/schedules jointly with Chair/CEO; presides at executive sessions; can call meetings of independent directors; liaison to Chair/CEO; oversees board/committee assessments; available for direct dialogue with major investors .
- Meetings/attendance: Board met 9 times in 2024 with executive sessions at 8 meetings; all incumbent directors serving full year attended at least 81% of Board and applicable committee meetings .
- Executive sessions: Opportunity at every Board and Committee meeting; LID chairs Board executive sessions .
- Tenure and refreshment: Director since 2008; ongoing refreshment program maintained by Nominating & Governance Committee .
- Service on other boards policy: No director may serve on more than four public company boards (including Nasdaq) without committee approvals; Splinter serves on three other public boards (TSMC, Kioxia, Tigo) – within policy .
Fixed Compensation
- Policy (June 2024–June 2025):
- Annual Board retainer $85,000; Lead Independent Director additional $75,000; Committee member fees – $10,000 for Management Compensation and Nominating & Governance; annual equity award $260,000 grant‑date value; all director equity in RSUs vesting one year from grant date .
- FY2024 Director Pay (for 2024 service year; grants on June 11, 2024): Splinter elected to take retainers/fees in equity; no cash paid .
| Element | Amount/Details |
|---|---|
| Cash fees paid | $0 (elected equity) |
| Stock awards (total) | $443,199 (grant‑date fair value) |
| RSU components (granted Jun 11, 2024) | 4,405 RSUs annual equity ($256,037); 2,710 RSUs LID retainer ($157,516); 338 RSUs committee fees ($19,646); 169 RSUs one‑time correction grant ($10,000; vested on grant) |
| Vesting schedule | Annual and fee RSUs vest in full one year from grant; all unvested 2024 director RSUs vest on June 11, 2025 |
| Perquisites/benefits | Expense reimbursement for Board/committee meetings; no retirement/health/life benefits for non‑employee directors |
Performance Compensation
- Directors do not receive performance‑based equity or options; all director equity is time‑based RSUs that vest after one year; no options are granted to directors .
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Current public boards | TSMC; Kioxia; Tigo Energy |
| Interlocks/conflicts | Company discloses related‑party transactions and reviews them via Audit & Risk Committee. 2024 related‑party disclosures include Borse Dubai, Investor AB, and SEB; none involve Splinter . |
| Board seat limit | Policy cap of four public company boards including Nasdaq; Splinter’s total (Nasdaq + three) is within limit . |
Expertise & Qualifications
- Technology and industrial leadership: Former CEO/Executive Chairman of Applied Materials; deep semiconductor operations and global governance experience .
- Board leadership: Former Nasdaq Board Chair (2017–2022); current Lead Independent Director with robust oversight responsibilities .
- Human capital/compensation: Chairs compensation committees externally; serves on Nasdaq’s Management Compensation Committee, bringing succession and pay governance expertise .
- National recognition: National Academy of Engineers; chairs Natcast Board of Trustees (NSTC operator) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (NDAQ common) | 222,726 shares; less than 1% of outstanding |
| Unvested RSUs (as of 12/31/2024) | 7,453 RSUs (vest on June 11, 2025) |
| Vested shares under plan (as of 12/31/2024) | 215,273 shares |
| Ownership footnotes | Includes 7,453 RSUs vesting within 60 days; includes 10,545 shares indirectly held in family trusts where Splinter is trustee . |
| Director ownership guideline | Minimum 2× annual equity award; all directors required to comply were in compliance as of 12/31/2024 . |
| Hedging/pledging | Company policy prohibits hedging or pledging of Nasdaq stock . |
Governance Assessment
- Strengths:
- Strong independent oversight as LID with explicit authorities (executive sessions; agenda setting; investor access), offsetting combined Chair/CEO structure .
- High alignment with shareholders: took 100% of 2024 director compensation in equity; sizable vested holdings; in compliance with ownership guidelines .
- Active, experienced committee participation (Management Compensation; Nominating & Governance); rigorous committee independence .
- Board and incumbents met attendance expectations (≥81%); frequent executive sessions .
- No related‑party transactions involving Splinter disclosed; robust related‑party review policy overseen by Audit & Risk Committee .
- Watch items:
- Time commitments: three external public boards plus Nasdaq approach the company’s board‑service limit; continue to monitor bandwidth as several roles involve committee chair responsibilities .
- Combined Chair/CEO structure persists; mitigated by enhanced LID role and independent committees .
- Shareholder sentiment context: Say‑on‑pay won 97% support in 2024, signaling general investor confidence in compensation governance (contextual, not director‑specific) .