Cristiano Amoruso
About Cristiano Amoruso
Cristiano Amoruso (age 45) was appointed as a Class I independent director of Navitas Semiconductor on May 8, 2025; his initial term expires at the July 8, 2025 annual meeting, and he is nominated for reelection to a term ending at the 2028 annual meeting . He holds an MBA from Columbia Business School, a Laurea (Bachelor’s) in economics and business from the University of Bari (Italy), and is a CFA charterholder . He brings an investor-operator background across semiconductors and renewable energy, including CEO and director roles in solar PV manufacturing and activism/turnaround investing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Suniva, Inc. (semiconductor photovoltaic cells; private) | Director; Chief Executive Officer | Director: 2019–Jan 2025; CEO: 2023–Jan 2025 | Led operating turnaround at U.S.-based solar PV manufacturer |
| Lion Point Capital, LP | Analyst (investment) | 2015–Jan 2025 | Value creation via operational/structural/regulatory change at public/private companies |
| Starboard Value LP | Director | Prior to 2015 (dates not further specified) | Fundamental activist approach at publicly traded U.S. companies |
| Infracapital (M&G Investments) | Investor | Prior to Starboard (dates not further specified) | Infrastructure private equity investing (M&G’s Infracapital) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Suniva, Inc. | CEO; Director | Ended Jan 2025 | Private company; semiconductor PV manufacturing |
| Lion Point Capital, LP | Analyst | Ended Jan 2025 | Global investment firm; value creation mandates |
| Starboard Value LP | Director | Historical | New York-based investment adviser; activist investing |
| Infracapital (M&G) | Investor | Historical | Infrastructure PE manager of M&G Investments |
Board Governance
- Appointment and slate: Amoruso was appointed May 8, 2025 to fill a Class I vacancy and is nominated with Gene Sheridan and Ranbir Singh for election at the 2025 annual meeting .
- Independence: Company disclosed he will stand for election as an independent Class I director; Nasdaq/SEC independence standards apply, and the board’s most recent independence review found all then-current directors other than the CEO to be independent .
- Committee assignments: The board had not determined his committee assignments at the time of filing; assignments to be set by the Governance & Sustainability Committee and board per customary processes .
- Attendance culture: In FY2024, the board held 11 meetings; audit (8), compensation (5), governance & sustainability (2). Each director attended at least 75% of the aggregate of board and committee meetings on which they served .
- Executive Steering Committee: Formed April 23, 2025; chaired by Ranbir Singh with Hendrix and Moxam as members; oversight covers capital allocation, expense management, senior hiring, and succession planning .
- Annual meeting: July 8, 2025 at 9:30 a.m., Torrance, CA .
Fixed Compensation
- Program participation: Amoruso will participate in Navitas’ non-employee director compensation arrangements .
- FY2024 non-employee director compensation components:
- Annual cash retainer: $45,000
- Lead independent director: $20,000
- Committee fees (chair earns 2× member fee): Audit $10,000; Compensation $7,500; Governance & Sustainability $5,000
- Equity: Annual RSU grant with $140,000 grant-date fair value; awards granted on annual meeting date; vest in full immediately prior to the next annual meeting (or one year after grant if meeting timing deviates), subject to continued service .
| Component | Amount | Notes |
|---|---|---|
| Non-employee director annual retainer | $45,000 | Cash, paid quarterly in arrears |
| Lead Independent Director | $20,000 | Cash, paid quarterly in arrears |
| Audit Committee member (chair 2×) | $10,000 | Cash fee; chair $20,000 |
| Compensation Committee member (chair 2×) | $7,500 | Cash fee; chair $15,000 |
| Governance & Sustainability Committee member (chair 2×) | $5,000 | Cash fee; chair $10,000 |
| Annual RSU grant | $140,000 | Grant on annual meeting date; vests prior to next annual meeting |
Performance Compensation
| Element | Performance Metric(s) | Terms |
|---|---|---|
| Director RSUs | None disclosed (time-based vesting) | Annual RSUs vest on time-based schedule tied to next annual meeting; no performance conditions disclosed for director equity |
Other Directorships & Interlocks
| Relationship | Detail | Governance notes |
|---|---|---|
| Appointment via cooperation agreement | Amoruso’s appointment as the “New Director” followed a cooperation agreement with Ranbir Singh/SiCPower, under which Singh could recommend an independent Class I director subject to Governance & Sustainability Committee approval . | Agreement includes standstill and board-support voting commitments by Singh/SiCPower through the 2026 nomination window; committee assignments for the New Director to be determined through customary processes . |
| Public company boards | None disclosed | No current public-company boards disclosed for Amoruso in NVTS filings . |
Expertise & Qualifications
- Investor-operator profile across semiconductors and renewable energy, with CEO experience in solar PV and activism-driven value creation at Lion Point and Starboard .
- Financial credentials: MBA (Columbia), CFA charterholder; economics/business Laurea (University of Bari) .
- Sector alignment: Experience in technology hardware/power-intensive applications cited by NVTS as relevant to GaN/SiC markets (data centers, solar, EV) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Cristiano Amoruso | 0 | <1% | Appointed May 8, 2025; beneficial ownership zero as of March 31, 2025; no options/RSUs exercisable/convertible within 60 days |
| Stock ownership guidelines applicability | N/A | N/A | New director subject to company stock ownership guidelines and governance policies like other directors |
Governance Assessment
- Independence and oversight: Amoruso is designated as an independent Class I nominee; committee assignments pending. Independence-compliant committees (audit, compensation, governance & sustainability) are composed solely of independent directors under Nasdaq/SEC rules, supporting board effectiveness .
- Shareholder engagement signal: His appointment is part of governance enhancements following a cooperation agreement with Singh/SiCPower (chair change; Executive Steering Committee formation), indicating responsiveness to large holder input while incorporating a standstill and board-support voting covenant to stabilize governance through the 2025–2026 cycle .
- Ownership alignment: As of March 31, 2025, Amoruso held zero NVTS shares; alignment will rely on annual RSU grants and restrictions on hedging/short sales to reinforce long-term orientation (RED FLAG: low initial “skin-in-the-game,” albeit common for newly appointed directors) .
- Attendance culture and board cadence: 2024 attendance met the ≥75% threshold across directors, with regular independent sessions, indicating baseline engagement standards; Amoruso’s attendance to be evaluated post-2025 annual cycle .
- Related-party and conflicts controls: No Amoruso-specific related-party transactions disclosed; all directors are subject to the company’s related-person transaction policy and insider trading policy (including prohibitions on hedging, short sales, and trading during blackout periods) .
- Say-on-Pay and investor confidence: 2024 Say-on-Pay passed with 96.3M For vs 2.65M Against; annual frequency affirmed—an indicator of broad investor support for compensation governance .
RED FLAGS
- Zero beneficial ownership at appointment date raises alignment questions pending RSU grants and any personal share purchases .
- Board committee assignments for Amoruso not yet determined—monitor for placement on audit/compensation/governance to leverage expertise and ensure independence-based oversight .
- Governance changes driven by cooperation agreement with a significant holder (Singh/SiCPower) require ongoing oversight to ensure balanced board priorities and adherence to fiduciary duties; agreement contains standstill/voting provisions to mitigate activism risk .