Dipender Saluja
About Dipender Saluja
Independent Class II Director; age 60 as of March 31, 2025; on the Navitas board since 2015 and currently chairs the Governance & Sustainability Committee. Background includes Managing Director at Capricorn Investment Group since 2006 and prior operating roles at Cadence Design Systems from 1990–2006; serves on boards of QuantumScape (NYSE: QS) and Joby Aviation (NYSE: JOBY) and multiple private companies; active in energy transition initiatives (GCEEP, Cyclotron Road, PRIME Coalition, CalStart, Institute on the Environment) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capricorn Investment Group | Managing Director | 2006–present | Cleantech/semiconductor investment leadership; significant NVTS shareholdings via Capricorn-affiliated funds |
| Cadence Design Systems | Operating roles | 1990–2006 | Operational and strategy experience in EDA/electronics |
External Roles
| Organization | Role | Notes |
|---|---|---|
| QuantumScape (QS) | Director | Current public company directorship |
| Joby Aviation (JOBY) | Director | Current public company directorship |
| Global Commission to End Energy Poverty (GCEEP) | Commissioner | Energy access/transition governance |
| Cyclotron Road | Leadership Council | Deep tech commercialization network |
| PRIME Coalition | Investment Advisory Committee | Climate-tech catalytic capital |
| CalStart | Investment Council | Clean transportation ecosystem |
| Institute on the Environment | Advisory Board | Sustainability advisory role |
| Several private companies | Director | Technology, electronics, transportation, renewables |
Board Governance
- Independence: Board determined all current directors except the CEO (Sheridan) are independent under Nasdaq/SEC rules; Saluja is independent .
- Committees:
- Governance & Sustainability Committee: Chair (members: Saluja, Brian Long, Gary K. Wunderlich, Jr.) .
- Audit and Compensation committees: membership disclosed for other directors; Saluja not listed on Audit/Comp; his leadership focus is governance/ESG .
- Attendance and engagement: In FY2024, Board held 11 meetings; each director attended at least 75% of Board and applicable committee meetings; independent director sessions held regularly .
- Board structure: Classified board; Saluja’s Class II term expires at the 2026 annual meeting .
Fixed Compensation
Non-employee director fees and RSU values are standardized; committee chairs receive 2x member fee.
| Component | FY2023 Amount (USD) | FY2024 Amount (USD) |
|---|---|---|
| Annual cash retainer | $45,000 | $45,000 |
| Governance & Sustainability Committee chair fee (2x $5,000) | $10,000 | $10,000 |
| Total cash fees (Saluja) | $55,000 | $55,000 |
| Annual RSU grant fair value | $140,000 | $140,000 |
| Total director compensation (Saluja) | $195,000 | $195,000 |
Performance Compensation
Annual director equity is time-based RSUs (no performance metrics). Grants vest in full immediately prior to the next annual meeting (subject to service), or one year after grant if timing differs.
| Equity Element | Grant Date | RSUs (#) | Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|
| Annual RSUs (2023–2024 term) | 2023-06-08 | 15,021 | $140,000 | Vest prior to 2024 annual meeting |
| Annual RSUs (2024–2025 term) | 2024-06-07 | 31,460 | $140,000 | Vest prior to 2025 annual meeting |
Policy highlights:
- Grants made on fixed annual dates post-year-end results; avoid proximity to material disclosures; awards generally during open trading windows .
- Company prohibits hedging, margin/options trading, and short sales by insiders .
Other Directorships & Interlocks
| Company | Sector Overlap with NVTS | Potential Interlocks/Conflicts |
|---|---|---|
| QuantumScape (QS) | EV batteries; NVTS supplies GaN/SiC to EV ecosystem | No related-party transaction disclosed; sector adjacency noted |
| Joby Aviation (JOBY) | eVTOL/aviation electrification | No related-party transaction disclosed; sector adjacency noted |
Related-party oversight: Audit Committee reviews related-party transactions; formal policy requires arm’s-length terms in the company’s best interests .
Expertise & Qualifications
- Operational, management, strategy, investment and directorship experience across technology, electronics, semiconductors, transportation, renewable energy and cleantech; chairing governance/ESG oversight .
Equity Ownership
As of March 31, 2025.
| Holder/Vehicle | Shares | % Outstanding | Notes |
|---|---|---|---|
| Dipender Saluja (direct) | 47,189 | — | Direct holdings |
| Capricorn-Libra Investment Group, LP (CLIG) | 5,944,420 | — | GP: Capricorn-Libra Partners, LLC; sole managing member: Saluja |
| Technology Impact Fund, LP (TIF) | 3,237,161 | — | GP: TIF Partners, LLC owned 50% Saluja/50% Ion Yadigaroglu |
| Total beneficial ownership (Saluja) | 9,228,770 | 4.8% | No options/RSUs exercisable/convertible within 60 days |
| Prior year total (as of 2024-03-31) | 9,474,928 | 5.2% | Composition via CLIG/TIF, plus direct |
Policy: Company prohibits hedging and short sales; no pledging disclosed for Saluja. Pledging was disclosed for the CEO in trusts, not applicable to Saluja .
Insider Trades
Recent Section 16 filings indicate routine RSU-related entries; no open-market purchases/sales disclosed in 2025.
| Date | Form | Transaction | Amount/Notes | Source |
|---|---|---|---|---|
| 2025-08-06 | Form 4 | RSU grant for board term; plus vested RSUs reported | 22,048 RSUs granted; 40,540 RSUs vested (as reported) | |
| 2025-11-04/05 | Form 4 | Delivery of vested RSUs (board compensation) | 2,045 shares delivered; direct beneficial ownership updated to 143,282 | |
| 2025-08-08 | IR archive | Company IR copy of the Aug 2025 Form 4 | Filing copy | |
| 2025-11-05 | IR archive | Company IR copy of the Nov 2025 Form 4 | Filing copy |
Note: Some third-party summaries aggregate RSU grants/vestings; use SEC links as record of reference.
Say-On-Pay & Shareholder Feedback
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2024 Annual Meeting | Say-on-Pay (advisory) | 96,268,610 | 2,653,244 | 1,138,412 | 40,169,926 |
| 2025 Annual Meeting | Say-on-Pay (advisory) | 78,102,368 | 2,531,474 | 1,799,688 | 47,743,002 |
Board/committee independence and annual say-on-pay votes indicate ongoing investor engagement; 2025 votes show continued approval.
Compensation Structure Analysis (Director)
- Mix: Cash retainer + committee chair fee + annual RSU grant; no meeting fees; equity is time-based RSUs (not options), vesting at next annual meeting—simplifies alignment and reduces risk vs options .
- Year-over-year: Equity grant fair value constant at $140,000; RSU counts vary with stock price (15,021 in 2023 vs 31,460 in 2024), maintaining dollar value alignment .
- Policies: No hedging/short sales; equity grant timing controls; no director-specific ownership guidelines disclosed; clawback policy applies to incentive compensation (executives) .
Related Party Transactions (Conflict Screening)
- Earnout share eligibility: Affiliates tied to Saluja (Capricorn-Libra Investment Group LP and Technology Impact Fund LP) are eligible for issuance of legacy Business Combination earnout shares if price targets are met; maximum earnout shares attributable to “Dipender Saluja and affiliates” is 1,010,907 .
- Policy oversight: Related-party transaction policy mandates arm’s-length terms and Audit Committee review; robust governance controls described .
RED FLAGS:
- Significant beneficial ownership via funds managed/controlled by Saluja (total 4.8%) could present perceived conflicts in governance matters affecting large holders; mitigated by independence determinations and related-party policy oversight .
- Earnout eligibility for affiliated funds ties potential future issuance to stock price triggers; monitor for voting/standstill agreements in future contexts (none disclosed for Saluja specifically; separate agreement disclosed with Ranbir Singh/SiCPower) .
Equity Ownership Alignment
| Metric | Detail |
|---|---|
| Total beneficial ownership | 9,228,770 shares (4.8% of outstanding) via direct and fund holdings |
| Vested vs unvested | Director RSUs are annual, time-based and vest at next annual meeting; beneficial ownership table excludes RSUs/options exercisable/convertible within 60 days (none for Saluja) |
| Pledging/Hedging | Company prohibits hedging/short sales; no pledge disclosed for Saluja |
Governance Assessment
- Board effectiveness: Saluja’s long tenure and leadership as Governance & Sustainability chair support board process, director evaluation, ESG oversight, and refreshment; attendance threshold met .
- Independence/engagement: Independent under Nasdaq rules; active engagement across ESG and governance functions .
- Incentives: Director compensation is balanced with modest cash and fixed-value RSUs; no options, no meeting fees; vesting aligned with service .
- Conflicts: Material shareholdings via funds he manages require continued vigilance; related-party framework and Audit Committee oversight are positives; no specific related-party transactions involving Saluja disclosed beyond earnout eligibility .
- Shareholder signals: Say-on-Pay approvals in 2024 and 2025 reflect sustained investor support for compensation practices; governance continuity likely viewed favorably .