Ranbir Singh
About Ranbir Singh
Ranbir Singh is a Class I director of Navitas Semiconductor (NVTS), appointed to the board on November 26, 2024. He previously served as Executive Vice President, GeneSiC Business, until July 31, 2024, following Navitas’ acquisition of GeneSiC (which he founded in 2004). He holds Ph.D. and M.S. degrees in Electrical & Computer Engineering from North Carolina State University and a B.Tech. from the Indian Institute of Technology, Delhi, with a technical background in SiC power devices; age 55 as of March 31, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GeneSiC Semiconductor Inc. | Founder, President & CEO | 2004–Aug 15, 2022 | Led SiC device development; company acquired by Navitas |
| Navitas Semiconductor | EVP, GeneSiC Business | Aug 15, 2022–Jul 31, 2024 | Executive leadership of GeneSiC unit within Navitas |
| Cree (now Wolfspeed) | Research on SiC power devices | — | Early SiC technology work |
| National Institute of Standards & Technology (NIST) | Research on SiC power devices | — | Research contributions on PiN, JBS, Schottky diodes, MOSFETs, IGBTs, thyristors |
External Roles
- No other public-company directorships are disclosed for Dr. Singh in the 2025 proxy .
Board Governance
- Structure and independence
- Not independent under Nasdaq/SEC rules due to service as a company executive within the past three years; therefore ineligible for Audit, Compensation, or Governance & Sustainability committees .
- Board meetings in FY2024: 11 (Audit 8; Compensation 5; Governance 2). Each director attended ≥75% of the aggregate board/committee meetings on which they served; the board holds regular executive sessions of independent directors .
- Lead Independent Director: Brian Long .
- Committee assignments and roles
- Executive Steering Committee (ESC): Chair (members: Richard J. Hendrix; David Moxam). Mandate includes oversight/recommendations on capital allocation, expense management, certain senior hiring, and succession planning; charter in development .
- Audit/Compensation/Governance & Sustainability: Not eligible due to non-independence .
- Board refresh/governance actions
- April 23, 2025 agreement with Dr. Singh and SiCPower, LLC: board accepted Gene Sheridan’s resignation as chair (remains CEO and director), appointed Richard J. Hendrix as chair, formed the ESC chaired by Dr. Singh, and accepted Dan Kinzer’s resignation from the board with the appointment of a new independent Class I director recommended by Dr. Singh (Cristiano Amoruso, appointed May 8, 2025). Agreement includes standstill and voting commitments through the 2026 nomination window .
Fixed Compensation (Director)
| Item | Amount/Terms | Period |
|---|---|---|
| Cash fees (pro-rated) | $4,402 (for Q4 2024 partial service) | FY2024 |
| Standard annual cash retainers (policy) | Director: $45,000; Lead Independent Director: $20,000; Audit member $10,000 (2x for chair); Compensation member $7,500 (2x for chair); Governance & Sustainability member $5,000 (2x for chair) | Policy in effect for FY2024–2025 |
Performance Compensation (Director and Historical Executive Awards)
- Director equity (time-based)
- RSU award (pro-rated for 2024–2025 board term): 16,377 RSUs granted Nov 26, 2024; grant-date fair value $69,602; vests in full immediately prior to the 2025 annual meeting (subject to service and timing conditions) .
- Historical Executive LTIP options (granted Aug 15, 2022; context for incentives design while an executive)
- Award design: 3,250,000 NQ options at $10.00 strike, in 10 tranches of 325,000 each; vesting contingent on achieving both share price and financial targets over any four-quarter measurement period within 2022–2028, with tranches 1–5 not vesting before 3rd anniversary and tranches 6–10 before 4th anniversary; continued employment required at vesting .
- Illustrative “all tranches” outcome: Requires stock price ≥$60 and revenue ≥$640M or adjusted EBITDA ≥$162M over a four-quarter period; targets identical across executives .
| Performance Condition (Executive LTIP context) | Requirement |
|---|---|
| Share price target | VWAP over any 60 consecutive trading days during a 4-quarter measurement period must meet each tranche threshold (up to ≥$60 for all tranches) |
| Financial target (either) | Revenue target OR Adjusted EBITDA target (for tranches 4–10) achieved within same measurement period (up to ≥$640M revenue or ≥$162M adjusted EBITDA for all tranches) |
| Service/vesting constraints | Employment at vest; tranches 1–5 no vesting before 3rd anniversary; tranches 6–10 before 4th anniversary |
Note: LTIP terms above describe historic executive incentives; post-July 31, 2024 employment status may affect vesting per award conditions .
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | — |
- No other public-company boards disclosed for Dr. Singh in NVTS proxy materials .
Expertise & Qualifications
- SiC power devices subject-matter expert (PiN, JBS, Schottky diodes; MOSFETs; IGBTs; thyristors); founder-operator with M&A integration experience (GeneSiC → Navitas) .
- Education: Ph.D./M.S. (NCSU), B.Tech. (IIT Delhi) .
Equity Ownership
| Metric | Mar 31, 2023 | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|---|
| Shares beneficially owned | 24,885,913 | 24,912,518 (incl. 24,883,161 via SiCPower, LLC; 29,357 direct) | 25,060,295 |
| % of outstanding | 15.5% | 13.6% | 13.1% |
| Pledged shares | None disclosed for Dr. Singh (pledged shares disclosed for CEO in footnotes, not for Singh) |
- Ownership vehicle and control: SiCPower, LLC (sole member: Singh Trust; sole manager: Dr. Singh; sole voting/investment power) .
Governance Assessment
- Key positives
- Significant “skin in the game” (13.1% ownership) aligns incentives with long-term value creation .
- Deep, relevant SiC expertise and founder track record bolster board technical depth and strategy input .
- Cooperation agreement includes standstill and voting commitments, tempering activism risk; independent chair installed .
- Risk indicators and potential conflicts
- RED FLAG: Not independent for three years post-executive tenure; ineligible for key oversight committees (Audit, Compensation, Governance), limiting formal checks-and-balances .
- RED FLAG: As largest holder and ESC chair, Dr. Singh exerts substantial influence over strategic levers (capital allocation, hiring, succession); while disclosed and board-approved, investors should monitor process rigor, transparency, and ESC charter boundaries .
- Related-party context: 2022 GeneSiC acquisition (cash ~$100M and 24,883,161 shares); earn-out not achieved; underscores prior principal transaction and ongoing alignment via SiCPower .
- Engagement/attendance
- All directors met ≥75% attendance in 2024; board held 11 meetings with active committee cadence, suggesting functioning governance processes .
Employment & Contracts (historical context)
- Employment agreement (EVP, dated Aug 15, 2022): Initial base salary $350,000 (noting later proxy references to $368,000–$379,000), target bonus 50% (later 60%) of base, max 70% (later 90%); LTIP options to purchase up to 3,250,000 shares at $10 strike; severance 12 months base and health if terminated without cause/for good reason; CIC severance 24 months base and health, with equity vesting based on performance; “most-favored” severance clause .
- Non-compete/non-solicit: As part of the 2022 merger, a five-year non-compete and related restrictions were agreed by Dr. Singh regarding the GeneSiC business (to Aug 15, 2027) .
Director Compensation (FY2024)
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ranbir Singh | 4,402 | 69,602 | 74,004 |
- RSU program: Standard annual grant size targets $140,000 FMV, vesting before next annual meeting; Dr. Singh’s FY2024 was pro-rated at 16,377 RSUs at appointment (Nov 26, 2024) .
Related-Party Transactions & Agreements
- GeneSiC acquisition (Aug 15, 2022): Consideration of ~$100,000,000 in cash plus 24,883,161 NVTS shares issued to Dr. Singh and the Singh Trust (later transferred to SiCPower, LLC); earn-out up to $25,000,000 (not achieved) .
- Cooperation agreement (Apr 23, 2025): Board chair transition, creation of Executive Steering Committee chaired by Dr. Singh, addition of independent director (Amoruso), acceptance of Kinzer’s resignation; standstill and voting commitments; company press release and Schedule 13D/A amendment contemplated .
Dr. Singh remains subject to the same confidentiality, conflicts, related-party, fiduciary duty, insider trading, resignation, and stock ownership policies as other directors .