Julie Southern
NXP SemiconductorsAbout Julie Southern
Julie Southern (age 65, British) is NXP Semiconductors’ independent Chair of the Board, serving as a non-executive director since October 2013 and appointed Chair in May 2023 . She was Virgin Atlantic’s Chief Commercial Officer (2010–2013) and Chief Financial Officer (2000–2010), and previously held senior finance roles at Porsche Cars Great Britain and WH Smith – HJ Chapman & Co, and qualified as a chartered accountant at Price Waterhouse Coopers . The Board has determined she is independent under Nasdaq and Dutch Corporate Governance Code standards .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Virgin Atlantic Limited (UK) | Chief Commercial Officer; previously Chief Financial Officer | CCO 2010–2013; CFO 2000–2010 | Senior executive leadership in commercial strategy and finance |
| Porsche Cars Great Britain | Group Finance Director | Prior to 2000 | Finance leadership |
| WH Smith – HJ Chapman & Co Ltd | Finance & Operations Director | Prior to 2000 | Finance/operations oversight |
| Price Waterhouse Coopers | Chartered Accountant | Early career | Accounting qualification |
External Roles
| Organization | Role | Committees |
|---|---|---|
| RWS Holdings plc | Chair of the Board; Chair of Nomination Committee | Board and nomination leadership |
| Ocado Group plc | Chair of Remuneration Committee; Member of Audit and People Committees | Remuneration chair; audit/people committee member |
| Prior public boards | Rentokil plc (2014–2023); easyJet plc (2018–2023); Stagecoach Group plc (2016–2018); DFS Furniture plc (2015–2019); Cineworld Group plc (2015–2019); Gategroup (2015–2016) | Various non-executive roles |
Board Governance
- Roles: Chair of the Board; Member, Nominating, Governance and Sustainability (NG&S) Committee .
- Independence: Board determined all non-executive nominees, including Southern, are independent (90% independent board if all nominees re-appointed) .
- Attendance: Board met 8 times in 2024; each director attended at least 75% of aggregate Board and committee meetings. Southern attended the 2024 AGM .
- Executive sessions: Board held four executive sessions of independent non-executive members in 2024 .
- Committee landscape & cadence: NG&S (4 meetings), Audit (9), Human Resources & Compensation (7) in 2024 .
- Board service limits: Policy caps at four public company boards in addition to NXP; two if an executive officer .
- Conflict-of-interest handling: Conflicts must be reported; conflicted directors recuse from deliberations. No material director conflict transactions in 2024 beyond compensation .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Chair annual fixed fee (cash) | €275,000 | Paid in euros; converted in reporting at average 2024 EUR/USD 1.0811 for disclosure |
| Committee membership fee (NG&S) | $15,000 | Effective May 29, 2024; committee chair fees: NG&S $15k, HRCC $20k, Audit $25k |
| Fees earned or paid in cash (2024) | $312,303 | Includes chair fee (euro-denominated) and committee fees |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSU grant under 2019 Omnibus Plan | May 29, 2024 | 822 RSUs | $221,915 | Fully vests on the earlier of first anniversary of grant or next AGM; unvested portion forfeited upon service termination except death or Board-requested termination (accelerated) |
- No options outstanding for non-employee directors; as of Dec 31, 2024 each non-employee director held 822 RSUs; no director options disclosed .
- Structure indicates time-based vesting; no performance-vesting metrics disclosed for director equity awards (RSUs vest by time/AGM) .
Other Directorships & Interlocks
| Company | Sector Overlap with NXP | Potential Interlock/Conflict Notes |
|---|---|---|
| RWS Holdings plc | Language services/technology (low overlap) | No competitor designation; Board policy prohibits competitor board service; independence affirmed |
| Ocado Group plc | Online grocery/automation (low overlap) | As above; within NXP board-service limits |
Expertise & Qualifications
- Executive leadership; Strategic planning/M&A; Financial, audit & accounting expertise; Human capital/talent development .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | RSUs Outstanding (as of Dec 31, 2024) |
|---|---|---|---|
| Julie Southern | 12,101 | ~0.0048% (12,101 / 252,801,803; shares outstanding 252,801,803 ) | 822 RSUs |
- Share ownership guidelines: Non-executive directors must retain shares received through annual equity grants until ownership equals at least 5x annual cash fixed fee; five-year compliance window applies .
Governance Assessment
- Board effectiveness: As independent Chair, Southern leads agendas and executive sessions, reinforcing oversight while committees are fully independent; active cadence across Audit, HRCC, NG&S in 2024 .
- Independence & limits: Formally independent; current external public boards (RWS, Ocado) are within Board’s cap on external mandates; policy restricts competitor board service .
- Engagement & attendance: ≥75% attendance threshold met; visible AGM participation, signaling engagement .
- Compensation alignment: Mix of cash (€275k chair fee plus committee fee) and annual time-based RSUs (822 units) with short vesting horizon to next AGM; director ownership guidelines require meaningful ongoing equity exposure .
- Conflicts and related parties: No director conflict transactions in 2024 beyond standard compensation; RPT oversight resides with Audit Committee .
Red Flags
- None disclosed: No pledging/hedging policy breaches or related-party transactions; no low attendance flag; no competitor board roles noted .
Signals for investors
- Independent Chair with finance and commercial background enhances board oversight, succession continuity, and risk governance, supported by robust committee cadence and executive sessions .
- Ownership guideline structure and annual RSU grants maintain alignment, though director equity is time-based without performance conditions (typical for non-executives) .