Annette Clayton
NXP SemiconductorsAbout Annette Clayton
Annette Clayton (born 1963) is an Independent Non‑Executive Director of NXP Semiconductors, serving since May 2021; she is 61 years old and brings deep operating, supply chain, and industrial technology experience from Schneider Electric (former Chairwoman/CEO/President of North America; former global Chief Supply Chain Officer), Dell (VP Global Operations), and General Motors (including President of Saturn) . She holds a BS in General Engineering (Wright State University) and an MS in Engineering Management (University of Dayton), and completed the London Business School executive program and multiple NACD certifications in cybersecurity and artificial intelligence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schneider Electric North America | Chairwoman; CEO & President | CEO 2016–Dec 2023 | Led the $13.4B global supply chain operation (as global Chief Supply Chain Officer through Dec 2019), overseeing customer satisfaction & quality, safety, environment, and real estate . |
| Schneider Electric (Global) | Chief Supply Chain Officer | Through Dec 2019 | Led global supply chain based in Hong Kong; extensive manufacturing/operations oversight . |
| Dell | Vice President, Global Operations | Pre‑2011 | Based in Singapore; global operations leadership . |
| General Motors | Senior management roles incl. President of Saturn Corporation | 1983–2006 | Automotive manufacturing/operations leadership . |
External Roles
| Company | Role | Notes |
|---|---|---|
| Duke Energy Corporation | Director | Current public company directorship . |
| Nordson Corporation | Director | Current public company directorship . |
| Oshkosh Corporation | Director | Current public company directorship . |
Board Governance
- Independence: Classified as Independent Non‑Executive Director; all members of the Audit and Human Resources & Compensation Committees are independent under Nasdaq, SEC rules, and NXP’s Rules of Procedure/DCGC .
- Committees: Member, Audit Committee (AC); Member, Human Resources and Compensation Committee (HRCC); not a committee chair .
- Financial expertise: Identified by the Board as an “audit committee financial expert” under SEC Regulation S‑K 407(d) .
- Meetings and attendance: Board met 8 times in 2024; each director attended at least 75% of the aggregate of Board and applicable committee meetings during their service period .
- Engagement cadence: 2024 AC meetings: 9; HRCC meetings: 7; independent directors held 4 executive sessions; committees collectively held 20 sessions .
Fixed Compensation
- Policy (effective May 29, 2024): Non‑executive directors (other than Chair) annual fixed fee $100,000; committee membership fee $15,000; committee chair fees: $25,000 (Audit), $20,000 (HRCC), $15,000 (Nominating/Governance/Sustainability); Chair of Board fixed fee €275,000 .
- 2024 Director Compensation (as reported in 2025 proxy): | Metric | Amount (USD) | |---|---| | Fees Earned or Paid in Cash | $123,871 | | Stock Awards (Grant‑date fair value) | $221,915 | | Total | $345,786 |
Notes: Cash was determined in USD but paid in EUR at payment date rates; equity values under ASC 718 . Annual equity grant to each director in 2024 was 822 RSUs .
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant‑Date Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|
| May 29, 2024 | RSUs | 822 | $221,915 | Fully vest on the earlier of first anniversary of grant or next AGM; unvested portions generally forfeited upon service termination, except full acceleration upon death or if service ends at the request of the Board . |
- No stock options are outstanding to non‑employee directors (including Clayton) as of year‑end 2024 .
- Director equity is time‑based; there are no performance metrics tied to director RSUs (performance metrics disclosed in the proxy apply to executives, not non‑executive directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Duke Energy; Nordson; Oshkosh . |
| Compensation committee interlocks | HRCC membership in 2024: Summe (Chair), Clayton, Gavrielov, Olving, Sundström; except Sundström’s prior service as NXP CFO (2008–2012), members have not been NXP officers; no NXP executive officer serves on the board or comp committee of a company whose executive sits on NXP’s Board/HRCC (no interlocks) . |
Expertise & Qualifications
- Board‑disclosed skills: International experience; executive leadership; industry & technology; strategic planning/M&A; corporate governance/legal/compliance; manufacturing & operations; risk management; human capital/talent; IT & cybersecurity; sustainability .
- Audit Committee Financial Expert designation; AC responsibilities include oversight of financial reporting, internal controls, IT/cyber risk, related‑party transactions, and external auditor .
- Education and professional development: BS (Wright State), MS (University of Dayton), London Business School executive program; NACD certifications in cybersecurity and AI .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Unvested RSUs Held (12/31/2024) |
|---|---|---|---|
| Annette Clayton | 3,293 | “*” as reported (table legend indicates de minimis; less than 1%) | 822 |
- Ownership policy: Directors must retain shares from annual equity grants until owning at least 5x the annual cash retainer; five‑year compliance window; shares counted include directly/beneficially owned shares and unvested time‑based RSUs .
- Hedging/pledging: NXP prohibits directors and employees from hedging, pledging/hypothecating (including margin accounts), short selling, or using derivatives to offset declines in NXP stock; a Dodd‑Frank‑compliant clawback policy is in place for incentive‑based compensation (executive‑focused) .
- Section 16 compliance: All required ownership/change reports were timely filed in 2024 (no delinquencies) .
- Options: No non‑employee director held options as of December 31, 2024 .
Governance Assessment
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Strengths for investor confidence:
- Independent director with deep manufacturing/supply‑chain expertise and global P&L leadership; designated audit committee financial expert and active on AC and HRCC overseeing financial integrity, cyber/IT risk, executive pay, and succession .
- Compensation mix emphasizes equity (time‑based RSUs) alongside cash, aligning interests; director ownership guideline of 5x cash retainer with a five‑year window supports skin‑in‑the‑game .
- No related‑party transactions disclosed; robust anti‑hedging/anti‑pledging policy; no option re‑pricings; compensation consultant (Mercer) independence assessed with no conflicts .
- Board and committees meet frequently; directors met attendance thresholds; independent directors held regular executive sessions .
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Potential watch‑items:
- Beneficial ownership in absolute shares is modest relative to market cap, though policy counts unvested time‑based RSUs and allows five years to reach 5x retainer; individual compliance status is not separately disclosed .
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RED FLAGS: None indicated in the proxy relating to conflicts, related‑party transactions, pledging/hedging, option repricing, or delinquent insider filings .