Matthew Johnson
NOVANTAAbout R. Matthew Johnson
R. Matthew Johnson, age 48, is an independent director of Novanta Inc. (NOVT) since May 9, 2024. He is President and Chief Executive Officer of Silicon Labs and previously held senior roles at Silicon Labs (President; SVP/GM IoT) and earlier leadership positions at NXP Semiconductors, Freescale, and Fairchild. He holds a B.S. in Electrical Engineering Technology (University of Maine) and completed executive programs at Harvard Business School and Stanford, bringing extensive semiconductor, IoT, and operating experience to Novanta’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silicon Labs | President & CEO | 2022–present | Led strategic planning and corporate governance |
| Silicon Labs | President | 2021–2022 | Operations leadership |
| Silicon Labs | SVP & GM, IoT Products | 2018–2021 | Built IoT portfolio; operational execution |
| NXP Semiconductors; Freescale; Fairchild Semiconductor | Various leadership roles | Prior to 2018 (dates not specified) | Semiconductor industry operating and strategy experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Dell Children’s Foundation | Board member | Community/non-profit board service |
| Global Semiconductor Alliance | Board member | Industry group participation |
| Semiconductor Industry Alliance | Board member | Industry group participation |
Board Governance
- Status: Independent director; the Board has affirmatively determined Johnson is independent under Nasdaq rules .
- Committees: None currently (not listed on Audit, Compensation, or ESG Committees) .
- Attendance: In 2024, each director attended at least 83% of Board meetings; directors attended 100% of meetings of committees on which they serve; all directors attended the 2024 annual meeting .
- Board composition and leadership: 9 directors, 8 independent (89%); independent directors meet without management; Lead Independent Director in place .
| Governance Item | Data |
|---|---|
| Director since | May 9, 2024 |
| Independence | Yes |
| Committee memberships | None |
| 2024 Board meetings held | 6 |
| 2024 Board attendance (all directors) | ≥83% |
| Annual meeting attendance (2024) | All directors attended |
Fixed Compensation (Director)
- Policy: Annual cash retainer $67,500; additional retainers for leadership/committee roles; annual RSU grant with $200,000 grant-date fair value; RSUs vest upon grant and settle into common shares on first anniversary of grant .
- 2024 Actual (pro-rated for mid-year appointment):
- Cash fees: $43,764 .
- Equity grant: RSUs with grant-date fair value $129,710 (granted May 8, 2024; price $158.57; 818 RSUs outstanding at year-end) .
- Total 2024 director compensation: $173,474 .
| Component | Amount |
|---|---|
| Cash fees (2024) | $43,764 |
| Equity grant (RSUs, grant-date FV) | $129,710 |
| Total director compensation (2024) | $173,474 |
| RSU grant date | May 8, 2024 |
| RSU grant shares outstanding at 12/31/2024 | 818 |
| RSU grant pricing reference | $158.57 per share |
| RSU vest/settlement terms | Vest on grant; settle into shares on first anniversary of grant |
Compensation mix (2024): Cash ~25% vs Equity ~75% (derived from $43,764 and $129,710) .
Performance Compensation
- Directors do not receive performance-based cash incentives; equity awards are time-based RSUs that vest upon grant and settle in one year—no performance metrics apply to director RSUs .
- Anti-hedging/anti-pledging policy applies to directors; company maintains clawback policy for incentive compensation (primarily NEOs) .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Silicon Labs | Public company (semiconductor) | President & CEO | No related-party transactions disclosed with Novanta; policy governs any potential transactions |
| Global Semiconductor Alliance | Industry group | Board member | None disclosed |
| Semiconductor Industry Alliance | Industry group | Board member | None disclosed |
| Dell Children’s Foundation | Non-profit | Board member | None disclosed |
Novanta’s proxy outlines robust related-party review procedures; the section does not disclose specific related-party transactions involving Johnson .
Expertise & Qualifications
- Technical/industry: Semiconductors, IoT, product operations, strategic planning .
- Education: B.S. Electrical Engineering Technology (University of Maine); executive coursework at Harvard Business School and Stanford University .
- Board-relevant strengths: Corporate governance exposure as a sitting public-company CEO, operations expertise, technology market insight .
Equity Ownership
| Item | Data |
|---|---|
| Beneficial ownership (as of 4/15/2025) | 818 shares (direct) |
| Shares outstanding (as of 4/15/2025) | 35,964,471 |
| Ownership % of outstanding | ~0.0023% (818 / 35,964,471) |
| Outstanding RSUs at 12/31/2024 | 818 |
| Pledged/hedged shares | Company policy prohibits hedging and pledging |
| Director stock ownership guidelines | 5x annual cash retainer; all directors were in compliance as of 12/31/2024 |
Governance Assessment
- Alignment and independence: Johnson is independent and not seated on committees (reduces potential conflicts tied to committee-specific decisions), while contributing CEO-level semiconductor expertise to a medtech/industrial technology board .
- Ownership and incentives: Modest absolute share ownership (818 shares), but directors are subject to stringent 5x retainer guidelines and anti-hedging/pledging policies; company states all directors were compliant as of year-end 2024, and director equity grants settle one year post-grant to promote alignment .
- Attendance and engagement: Board met six times in 2024; directors achieved at least 83% attendance and attended the annual meeting, supporting engagement standards; Johnson had no committee assignments in 2024 .
- Compensation governance: ESG Committee oversees non-employee director pay; structure is cash retainer plus RSUs (no performance-based director pay), limiting pay complexity and potential pay-for-performance ambiguity at the board level .
- Potential conflicts: Johnson’s executive role at Silicon Labs raises theoretical supply-chain interlock considerations; Novanta’s related-party transaction policy and Audit Committee review process mitigate risk, and no related transactions involving Johnson are disclosed in the proxy .
- Shareholder sentiment: Novanta’s 2024 say-on-pay received ~98% support, indicating favorable investor views on compensation governance broadly (though NEO-focused) .
RED FLAGS: None disclosed specific to Johnson. Policies prohibit hedging/pledging; board independence is high; no related-party transactions disclosed involving Johnson. Note modest direct share ownership; however, compliance with director ownership guidelines was affirmed for all directors at year-end 2024 .