Gregory Summe

About Gregory L. Summe

Gregory L. Summe (born 1956, American) is an Independent Non‑Executive Director of NXP Semiconductors, serving since December 2015; age 68 in the 2025 proxy. He is Managing Partner of Glen Capital Partners, and previously served as Vice Chair and Managing Director, Global Buyout at The Carlyle Group (2009–2014) and as Chair & CEO of PerkinElmer Inc. (1998–May 2009). He holds B.S. and M.S. in Electrical Engineering (University of Kentucky; University of Cincinnati) and an MBA (Wharton, with distinction). Current committees: Chair of the Human Resources & Compensation Committee (HRCC) and member of the Nominating, Governance & Sustainability Committee (NGSC). Current external public boards: Avantor Corporation; Grail, Inc. (Chair); Wheels Up Experience Inc.

Past Roles

External Roles

Board Governance

• Independence: The Board classifies Mr. Summe as an Independent Non‑Executive Director; all members of HRCC and NGSC are independent under Nasdaq and company rules.
• Committee assignments and engagement:
  • HRCC Chair; members include Clayton, Gavrielov, Olving, Sundström; 7 meetings in 2024.
  • NGSC member; chaired by Foxx; members Gavrielov, Southern, Summe; 4 meetings in 2024.
• Board activity and attendance: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings during their service in 2024. The independent directors held 4 executive sessions; committees collectively held 20 sessions.
• Consultant independence oversight: HRCC retains Mercer as independent compensation consultant; in 2024 HRCC assessed Mercer’s independence and concluded no conflict of interest despite other company engagements with Mercer and affiliates (fees ~$350k for comp work; ~$370k for actuarial/survey/benefits; ~$480k commissions as broker; Marsh ~$125k insurance brokerage).

Fixed Compensation

• Director Stock Ownership Guidelines: Non‑executive directors must retain shares received via annual equity grants until they own (or have rights to receive via RSUs) shares valued at ≥5× their annual cash fixed fee; five‑year compliance window.

Performance Compensation

• As of Dec 31, 2023, non‑employee directors (including Summe) held 1,211 RSUs; no non‑employee director held options.
• As of Dec 31, 2024, non‑employee directors (including Summe) held 822 RSUs; no non‑employee director held options.

Performance metrics: NXP’s proxy does not disclose performance conditions tied to non‑employee director equity; director RSUs are service‑based. (No performance metrics disclosed for director equity.)

Other Directorships & Interlocks

Expertise & Qualifications

• International leadership; strategic planning, growth, M&A; corporate governance/compliance; finance/audit; manufacturing/operations; risk management; human capital.
• Engineering and MBA credentials; broad operating roles across Honeywell/GE; PE/board experience.

Equity Ownership

• Beneficial ownership percentages based on 252,801,803 common shares outstanding (excludes 21,717,835 treasury shares) as of April 15, 2025.
• Pledging/Hedging: No pledging or hedging by directors is disclosed for Summe in the cited sections.

Compensation Structure Analysis

Compensation Committee Analysis

• HRCC Composition and Independence: Mr. Summe (Chair), Ms. Clayton, Mr. Gavrielov, Ms. Olving, Mr. Sundström; all independent under Nasdaq, company rules, and Rule 10C‑1. Seven meetings in 2024; charter reviewed regularly and publicly available.
• Scope: Oversees executive and director compensation, equity programs, and human capital strategy (culture, talent acquisition/retention/development, succession, engagement, inclusion).
• Consultant Independence: Mercer advises HRCC; HRCC controls scope/compensation/evaluation; independence assessed and no conflict found despite other company engagements.

Governance Assessment

• Strengths:

  • Independent director with deep operating and investment experience; chairs HRCC and contributes to NGSC governance.
  • High engagement evidenced by committee meeting cadence (HRCC 7; NGSC 4) and Board’s ≥75% attendance standard met by all directors in 2024; robust executive sessions.
  • Clear ownership alignment via RSU grants and 5× annual fee stock ownership guideline; no director options.

• Watch‑items / Potential Risks:

  • Multiple external board roles (Avantor; Grail Chair; Wheels Up) may increase time commitments; monitor for over‑boarding or schedule conflicts.
  • SPAC/aviation/healthcare affiliations are sectorally distant from semiconductors; while no related‑party exposures are disclosed here, maintain surveillance for any future transactions involving these entities.
  • Consultant ecosystem complexity (Mercer/Marsh commissions/services) requires continued annual independence reviews, though HRCC concluded no conflict for 2024.

• Independence and oversight:

  • All HRCC and NGSC members (including Summe) independent; committees meet ≥4× annually per charter; HRCC met 7 times in 2024; NGSC 4 times.
  • Audit Committee oversees related‑party transactions, providing further conflict oversight across the Board.

Overall signal: Summe’s role as HRCC Chair, independent status, and alignment via equity suggest constructive governance for pay‑for‑performance and human capital oversight; continued monitoring of external commitments and consultant independence remains appropriate.