Chunyuan Gu
NXP SemiconductorsAbout Chunyuan Gu
Chunyuan Gu (age 66) is an independent non-executive director of NXP Semiconductors N.V. (NXPI), appointed June 2022; he currently serves on the Audit Committee and has been designated by the Board as an audit committee financial expert. He holds a B.Eng. from Shanghai Jiao Tong University and a PhD in aeronautics from the Royal Institute of Technology (KTH), Stockholm; he is a Fellow of the Royal Swedish Academy of Engineering Sciences (IVA) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| ABB Group | Member of Group Executive Committee; President of Asia, Middle East & Africa | 2017–2019 | Led regional strategy and operations across A/MEA |
| ABB China | President & CEO | 2014–2017 | Led China operations; broad R&D, manufacturing and general management oversight |
| ABB Corporate Research (Sweden) | R&D and roles in manufacturing ops and general management | Began 1989 | Technology and operations leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ABB (China) Ltd. | Chair of the Board (advisory capacity) | Since 2020 | Ongoing advisory leadership |
| CLP Holdings Limited | Non-executive Director | Since 2020 | Current public company directorship |
| Blackstone Ltd. | Senior Advisor | Since 2021 | Advisory role; not a board seat |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 9 times in 2024 .
- Independence: Board determined all non-executive nominees, including Gu, are independent under Nasdaq, internal Rules of Procedure, and DCGC best practice provision 2.1.8 .
- Attendance: The Board met 8 times in 2024; each director attended at least 75% of the aggregate of Board and applicable committee meetings during 2024 .
- Financial expertise: Gu meets the SEC definition of “audit committee financial expert” (Item 407(d) of Regulation S‑K) .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash Fees (Gu) | $108,871 | Aggregate cash fees paid in 2024 |
| Director Annual Fixed Fee (policy) | $100,000 | Effective May 29, 2024 (prior: $85,000) |
| Committee Membership Fee (policy) | $15,000 | Per committee, annual fixed fee |
- Committee chair fee policy: Audit Chair $25,000; HRCC Chair $20,000; Nominating/Governance Chair $15,000 (effective May 29, 2024) .
- No per‑meeting fees disclosed; directors reimbursed for reasonable expenses .
Performance Compensation
| Equity Award (2024) | Grant Value | Units | Grant Date | Vesting | Forfeiture / Acceleration |
|---|---|---|---|---|---|
| Annual RSU Award (Gu) | $221,915 | 822 | May 29, 2024 | Fully vests on earlier of first anniversary or next AGM | Unvested forfeited upon termination; accelerated on death or if Board requests termination |
- Options: No non‑employee director held options as of Dec 31, 2024 .
- Performance metrics: Director equity is time‑based RSUs; no PSUs or performance‑conditioned awards disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock Relevance |
|---|---|---|---|
| CLP Holdings Limited | Director | Public | Utility sector; no disclosed related‑party dealings with NXP |
| ABB (China) Ltd. | Chair (advisory) | Private subsidiary | Industrial supplier; no 2024 director conflict transactions reported |
| Blackstone Ltd. | Senior Advisor | Private | PE advisory role; Board requires disclosure and recusal if conflicts arise |
- Related‑party transactions: “Other than compensation items described below, no decisions to enter into material transactions in which there were conflicts of interest with directors occurred during the financial year 2024.” Conflicts must be reported; affected director cannot participate or vote .
Expertise & Qualifications
- International experience; executive leadership; industry and technology; manufacturing and operations; risk management; human capital/talent development; sustainability experience .
- Audit committee financial expert designation enhances oversight of financial reporting, internal controls, and IT/cyber risks .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | RSUs Outstanding (12/31/2024) | Ownership Guidelines |
|---|---|---|---|---|
| Chunyuan Gu | 2,581 | <1% | 822 | Must retain shares/RSUs until holdings equal ≥5x annual cash fixed fee; 5-year compliance window |
Governance Assessment
- Strengths: Independent director with deep Asia industrial/operations experience; Audit Committee member and SEC‑defined financial expert; Board‑wide ≥75% attendance; equity grants plus ownership guidelines support alignment .
- Compensation mix: Balanced cash ($108,871) and equity ($221,915 RSUs, 822 units) with straightforward, time‑based vesting; no options or performance‑linked director equity, consistent with market norms .
- Potential conflicts: External roles at ABB China and as Blackstone advisor warrant monitoring; Company reports no director conflict transactions in 2024 and has robust conflict‑of‑interest procedures (recusal, shareholder vote if all conflicted) .
- RED FLAGS: None disclosed—no related‑party transactions, no hedging/pledging noted, and no attendance issues cited; committee workloads and meeting cadence (Audit: 9) suggest active engagement .