Brian Long
About Brian Long
Brian Long (age 68 as of March 31, 2025) is a Class II director at Navitas Semiconductor, serving since 2015 and currently the Lead Independent Director. He is a founder and Managing Partner of Atlantic Bridge Capital (since 2004), and previously co-founded CEVA (Parthus) where he served as CEO (1993–2003) and co-founded GloNav (chairman, 2006–2008). He holds a Master’s in Electronic Engineering from Trinity College Dublin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CEVA (Parthus) | Co-founder; Chief Executive Officer | 1993–2003 | Led semiconductor company through IPO; operating leadership |
| GloNav Inc. (now part of NXP) | Co-founder; Chairman | 2006–2008 | Developed first single-chip GPS solutions used on Samsung Galaxy phones |
| Atlantic Bridge Capital | Founder; Managing Partner | 2004–present | Venture investing; multiple technology board roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intel Movidius | Board member | Since 2013 | Vision processor startup (acquired by Intel) |
| Quixey | Board member | Since 2012 | Mobile app search (private) |
| Hedvig Inc. | Board member | Since 2013 | Software-defined storage (acquired by Commvault) |
| Prior seats: Maginatics (EMC), Ozmo Devices (Atmel), BridgeCo (SMSC), Silicon Blue (Lattice), Osmetta (Facebook) | Board member/investor | Various | Successful exits across semis and storage/networking |
Board Governance
- Independence: Board determined all current directors except the CEO (Gene Sheridan) are independent; Long is independent .
- Lead Independent Director: Long has served as Lead Independent Director since the Business Combination (Oct 19, 2021) .
- Committees: Member of Audit, Compensation, and Governance & Sustainability Committees .
- Attendance and engagement: In FY2024 the board held 11 meetings; Audit 8; Compensation 5; Governance & Sustainability 2, with each director attending at least 75% of aggregate board/committee meetings. Independent directors regularly meet in executive session .
- Hedging/short sales policy: Company prohibits directors, officers, and employees from hedging/monetization transactions, short sales, and trading of company options on margin .
- Insider trading policy: Trading blackout windows; 10b5-1 plan encouragement; pre-clearance for key personnel .
Fixed Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Cash fees (total) | $87,500 | $87,500 |
| Equity (RSUs grant-date fair value) | $140,000 | $140,000 |
| Cash fee components | Annual retainer $45,000; Lead Independent Director $20,000; Audit member $10,000; Compensation member $7,500; Governance & Sustainability member $5,000 | Annual retainer $45,000; Lead Independent Director $20,000; Audit member $10,000; Compensation member $7,500; Governance & Sustainability member $5,000 |
Performance Compensation
| Element | Grant Date | Award Type | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual director equity | June 8, 2023 | RSUs | 15,021 | Vest in full immediately prior to 2024 annual meeting (if within 30 days of prior meeting anniversary; else 1-year from grant), contingent on continued service | None disclosed (time-based RSUs) |
| Annual director equity | June 7, 2024 | RSUs | 31,460 | Vest in full immediately prior to 2025 annual meeting (timing condition as above), contingent on continued service | None disclosed (time-based RSUs) |
The board retains discretion to modify/restrict non-employee director RSU awards; no options or performance conditions are used for director equity .
Other Directorships & Interlocks
- Significant shareholder affiliation: Atlantic Bridge III LP (AB III) and affiliate CIGTF II collectively owned 9,866,500 shares (5.1%) as of March 31, 2025. Brian Long is a shareholder in ABSL and a director of AB III GP and CIGTF II GP Limited; his reported beneficial ownership includes these holdings and 47,189 shares held directly (total 9,913,689; 5.2%) .
- Earnout eligibility: Long and affiliates are eligible to receive up to 932,028 Business Combination Earnout Shares upon stock-price triggers through October 19, 2026 (targets $12.50/$17.00/$20.00) .
Expertise & Qualifications
- Deep semiconductor/operator background (CEVA, GloNav) and venture investing leadership (Atlantic Bridge). Domains: electronics, semiconductors, storage/networking, mobile .
Equity Ownership
| As of | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| March 31, 2024 | 9,898,668 | 5.4% | 32,168 shares directly; remainder via AB III and affiliates |
| March 31, 2025 | 9,913,689 | 5.2% | 47,189 shares directly; remainder via AB III and affiliates (AB III 8,866,500; CIGTF II 1,000,000) |
- Derivatives/exercisable awards within 60 days: None disclosed for Long .
- Pledging/hedging: No pledging disclosed for Long; hedging/shorting prohibited by policy .
- Ownership guidelines: Directors are subject to stock ownership guidelines; specific thresholds not disclosed in filings .
Governance Assessment
- Strengths: Independent Lead Director; multi-committee membership (Audit, Compensation, Governance); consistent attendance; meaningful ownership alignment with a 5%+ stake; robust anti-hedging and insider trading controls .
- Potential conflicts/RED FLAGS:
- Affiliation with a significant shareholder (AB III/CIGTF II) that holds 5.1% could create perceived conflicts in change-of-control or capital allocation decisions; however, the board annually affirms independence and uses a related-party transaction policy with Audit Committee oversight .
- Earnout eligibility ties incentives to stock-price milestones; while aligned with shareholder value, such triggers can bias timing preferences around corporate actions .
- Shareholder support signals: Say-on-pay support remained strong (2024: 96.3M For vs 2.65M Against; 2025: 78.1M For vs 2.53M Against), suggesting broader investor confidence in governance and pay practices .
Director Compensation Structure Analysis
- Year-over-year stability: Cash fees and equity grant values for Long remained consistent ($87,500 cash; $140,000 equity) across 2023–2024, indicating a stable, market-based approach without escalation or option usage .
- Mix: Cash retainer and committee/lead fees with time-based RSUs; no performance-linked director equity; no meeting fees .
- Consultant independence: Compensation Committee engages an independent advisor; clawback policy exists for incentive compensation (executives), and option repricing is prohibited under the plan .
Say-On-Pay & Shareholder Feedback
| Meeting Year | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 2024 | 96,268,610 | 2,653,244 | 1,138,412 | 40,169,926 |
| 2025 | 78,102,368 | 2,531,474 | 1,799,688 | 47,743,002 |
Related-Party Transactions (Long-relevant)
- Business Combination Earnouts: Long and affiliates eligible as legacy holders per target price conditions; none issued to date .
- Indemnification: Standard director indemnification agreements; expense advancement per Delaware law and company bylaws .
- Significant holder arrangements (context): Live Oak Sponsor earnout/lock-up affects directors Hendrix/Wunderlich, not Long directly, but illustrates sponsor-related governance structure .
Other Signals & Board Dynamics
- Governance enhancements in 2025: Chair role transitioned to independent director (Hendrix); Executive Steering Committee formed (chair: Ranbir Singh; members: Hendrix, Moxam) for oversight of capital allocation, expense management, hiring/succession—Long not listed as member, maintaining committee balance and independence .
RED FLAGS
- Significant shareholding interlock via AB III/CIGTF II (5.1%) affiliated with Long may raise conflict-of-interest concerns in certain transactions; mitigated by independence determinations and formal related-party review policies .
- Earnout-linked incentives can create timing sensitivities for corporate actions (e.g., change-of-control) .
Summary View for Investors
- Alignment: Long’s 5%+ beneficial stake and long tenure provide strong alignment and institutional memory; director pay is modest and equity is time-based (no options) .
- Oversight: Active on all three key committees; robust policies on hedging/insider trading; consistent attendance .
- Monitor: Transactions involving AB III/CIGTF II and any earnout-triggering events; ensure Audit Committee oversight on related-party matters remains rigorous .
Citations:
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