Anthony Foxx
NXP SemiconductorsAbout Anthony Foxx
Anthony Foxx (age 53) is an independent non-executive director of NXP Semiconductors N.V., serving since 2021. He chairs the Nominating, Governance and Sustainability Committee. Foxx is the former U.S. Secretary of Transportation (2013–2017), previously served as Chief Policy Officer and Senior Advisor at Lyft (2018–2022), and currently holds academic leadership roles at Harvard Kennedy School. He holds a J.D. from NYU School of Law and a B.A. in History from Davidson College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Transportation | 17th U.S. Secretary of Transportation | Jul 2013 – Jan 2017 | Led federal transportation policy and programs |
| Lyft, Inc. | Chief Policy Officer & Senior Advisor to the President/CEO | Oct 2018 – Jan 2022 | Oversaw policy strategy at a leading mobility platform |
| Related Infrastructure (Related Companies) | Managing Partner | Dec 2017 – Oct 2018 | Infrastructure development investing |
| City of Charlotte | Mayor | 2009 – 2013 | City executive leadership |
| City of Charlotte | City Council At-Large | 2005 – 2009 | City legislative role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harvard Kennedy School | Emma Bloomberg Professor of the Practice of Public Leadership | Since 2023 | Senior faculty appointment |
| Harvard Kennedy School Center for Public Leadership | Co-Director | Since Jul 1, 2024 | Center leadership role |
| CDW Corporation | Director | Current | Public company directorship |
| Martin Marietta Materials Inc. | Director | Current | Public company directorship |
Board Governance
- Committee assignments: Chair, Nominating, Governance and Sustainability (NGS) Committee; not listed as member of Audit or Human Resources and Compensation (HRCC) Committees .
- Independence: The Board determined all non-executive director nominees are independent under Nasdaq, NXP Rules of Procedure, and DCGC best practice provision 2.1.8 .
- Attendance and engagement: The Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings during periods served. The Board held 4 executive sessions of independent directors. NGS met 4 times; Audit met 9 times; HRCC met 7 times in 2024 .
- Board limits and refreshment: NGS sets a policy capping directors at no more than four public company boards in addition to NXP (two if an executive). Foxx serves on two public boards (CDW and Martin Marietta), within this limit .
- Risk oversight: As NGS Chair, Foxx’s committee oversees corporate governance, director nominations, ESG policies/practices, and reviews top identified risks with proposals to the Board .
Fixed Compensation
| Component (2024) | Amount/Policy | Detail |
|---|---|---|
| Annual cash fee (non-chair directors) | $100,000 (effective May 29, 2024) | Increased from $85,000 prior to May 29, 2024 |
| Committee membership fee | $15,000 per committee | Applies to Audit, HRCC, NGS |
| Committee chair fees | $15,000 (NGS Chair); $20,000 (HRCC Chair); $25,000 (Audit Chair) | Effective May 29, 2024 (previously $15,000 for all chairs) |
| Anthony Foxx—Fees Earned (2024) | $123,871 | Actual cash for 2024 per director compensation table |
Performance Compensation
| Equity Award (2024) | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Options |
|---|---|---|---|---|---|
| Annual RSU grant | May 29, 2024 | 822 RSUs | $221,915 | Fully vests on earlier of 1st anniversary of grant or next AGM | No options held by any non-employee director |
| Performance metrics tied to director equity | Not applicable | — | — | RSUs are time-based; no performance metrics disclosed for director equity | — |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict with NXP |
|---|---|---|
| CDW Corporation | Director | No related-party transactions with NXP disclosed for 2024 |
| Martin Marietta Materials Inc. | Director | No related-party transactions with NXP disclosed for 2024 |
Related Party/Conflicts: Under NXP’s policy, conflicts are reported to the Board; conflicted directors recuse from discussion/votes. NXP states no decisions to enter material transactions involving conflicts with directors occurred in 2024 .
Expertise & Qualifications
- Executive leadership; industry/technology; strategic planning/M&A; financial, audit & accounting expertise; risk management; sustainability expertise .
- Education: J.D., NYU School of Law; B.A. (History), Davidson College .
Equity Ownership
| Item | Amount | As Of | Notes |
|---|---|---|---|
| Common shares beneficially owned | 3,293 | Apr 15, 2025 | <1% of outstanding shares |
| RSUs held (unvested) | 822 | Dec 31, 2024 | 2024 annual grant; vests per policy |
| Stock options | 0 | Dec 31, 2024 | No non-employee director held options |
| Director ownership guideline | 5× annual cash fee | 5-year compliance window | Directors must retain shares/RSUs until guideline met |
Governance Assessment
- Strengths: Independent status; chairs NGS Committee with clear ESG and risk-oversight remit; demonstrated public-sector and technology policy expertise; equity-heavy compensation design aligns with shareholders (2024 equity $221,915 vs. cash $123,871) .
- Engagement: Board/committee cadence robust (Board 8; NGS 4 in 2024); all directors met the minimum 75% attendance requirement; independent-only executive sessions held 4 times, enhancing oversight .
- Alignment & ownership: Subject to stringent 5× cash fee ownership guideline with retention requirements; holds RSUs and common shares; no options outstanding .
- Conflicts/Red flags: No material related-party transactions involving directors in 2024; Board policy mandates recusal on conflicts; Foxx’s outside public boards (two) are within NXP’s limit of ≤4 additional public boards; no pledging/hedging issues disclosed in the proxy sections reviewed .