Karl-Henrik Sundström
NXP SemiconductorsAbout Karl‑Henrik Sundström
Karl‑Henrik Sundström (born 1960, Swedish) is an Independent Non‑Executive Director of NXP Semiconductors, first appointed in June 2019. He is Chair of the Audit Committee and a member of the Human Resources & Compensation Committee (HRCC) and is designated an “audit committee financial expert.” He previously served as CEO of Stora Enso (2014–2019), CFO of Stora Enso (2012–2013), CFO of NXP (2008–2012), and held senior roles including CFO at Ericsson. He completed the Advanced Management Program at Harvard Business School (1997) and holds a degree in Business Administration (Finance & Accounting) from Uppsala University. He is age 65.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stora Enso | Chief Executive Officer | 2014–2019 | Led global materials company through strategic period prior to retirement |
| Stora Enso | Chief Financial Officer; EVP Paper & Wood Products | 2012–2014 | Joined as CFO (Aug 2012); assumed EVP role (Jun 2013) |
| NXP Semiconductors | Chief Financial Officer | 2008–2012 | Former NXP CFO; relevant to HRCC interlocks disclosure |
| Ericsson | Various managerial positions incl. CFO | Not disclosed | Senior finance leadership, including CFO |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Boliden AB | Chair of the Board | Public | Current public company chair |
| Vestas Wind Systems A/S | Vice‑Chair of the Board | Public | Current public company vice‑chair |
| Mölnlycke AB | Chair of the Board | Private | Healthcare products; chair role |
| Finnish‑Swedish Chamber of Commerce | Chair of the Board | Non‑profit/Chamber | Chair role |
| Climate Leadership Coalition | Board Member | Non‑profit | Sustainability network |
| Marcus Wallenberg Foundation | Board Member | Foundation | Board role |
Board Governance
- Independence: Listed as Independent Non‑Executive Director; all members of Audit, HRCC, and Nominating, Governance & Sustainability Committees (NG&S) are independent under Nasdaq, SEC, and DCGC standards.
- Committee assignments and activity (2024):
- Audit Committee: Chair; 9 meetings; oversight of financial reporting integrity, ICFR effectiveness, legal/regulatory compliance, IT/cybersecurity risks, external auditor, internal audit, and related‑party transactions. Designated financial expert (he and all members can read/understand financials).
- Human Resources & Compensation Committee: Member; 7 meetings; oversight of CEO/senior pay, board pay, compensation‑risk, succession, equity plans, human capital topics.
- Audit Committee report: As Chair, he signed the 2024 report recommending inclusion of audited financial statements in the 2024 Form 10‑K and affirming auditor independence.
- Attendance and engagement: The Board met 8 times in 2024; each director attended at least 75% of aggregate Board + committee meetings. Sundström attended the 2024 Annual General Meeting. Independent directors held 4 executive sessions; committees held 20 sessions.
- Director re‑election support (2025 AGM): Votes For 194,149,113; Against 18,942,099; Abstain 136,514; Broker Non‑Votes 14,913,637.
Fixed Compensation
- Structure (effective May 29, 2024): Non‑executive director annual cash retainer $100,000; committee membership fee $15,000; committee chair fees: Audit $25,000; HRCC $20,000; NG&S $15,000. Chair of the Board: €275,000.
- 2024 cash actually paid (per proxy table):
| Director | Fees Earned or Paid in Cash ($) | Source |
|---|---|---|
| Karl‑Henrik Sundström | 144,785 | 2024 director compensation table |
Notes:
- Policy rates above reflect shareholder‑approved increases effective May 29, 2024; his Audit Chair role (+$25k) and HRCC membership (+$15k) apply within the policy.
Performance Compensation
- Equity awards to non‑employee directors are time‑based RSUs; no options are granted to non‑employee directors. As of Dec 31, 2024, each non‑employee director held 822 RSUs; no non‑employee director held options.
- 2024 grant detail for Sundström:
| Grant Date | Instrument | Shares Granted | Grant‑Date Fair Value ($) | Source |
|---|---|---|---|---|
| May 29, 2024 | RSUs | 822 | 221,915 | Director comp table footnotes |
Other Directorships & Interlocks
- Current public company boards: Boliden AB (Chair), Vestas Wind Systems A/S (Vice‑Chair).
- HRCC Interlocks and Insider Participation: During 2024, HRCC members were Clayton, Gavrielov, Olving, Summe, Sundström. Other than Sundström (who was NXP CFO 2008–2012), none has been an executive officer or employee of NXP. None of NXP’s executive officers serves on the board or compensation committee of a company whose executive officer serves on NXP’s Board or HRCC.
Expertise & Qualifications
- Designated “audit committee financial expert”; possesses Financial, Audit & Accounting expertise, risk management, IT & cybersecurity, manufacturing/operations, strategic planning, and sustainability expertise.
- Education: AMP, Harvard Business School (1997); Degree in Business Administration (Finance & Accounting), Uppsala University.
- International experience and executive leadership (former CEO, CFO).
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (as of Apr 15, 2025) | 4,378 common shares; less than 1% | Beneficial ownership table |
| Unvested RSUs held (as of Dec 31, 2024) | 822 RSUs | Director equity footnote |
| Stock options | None (no non‑employee director held options) | |
| Ownership guidelines | Non‑executive directors must retain shares from annual equity grants until holding at least 5x the annual cash fixed fee; five‑year compliance window | |
| Hedging/pledging policy | Hedging, pledging, hypothecating (incl. margin), short selling strictly prohibited for employees and directors |
Governance Assessment
- Strengths
- Deep finance and operating credentials (former CEO/CFO) with “audit committee financial expert” status; chairs a highly active Audit Committee (9 meetings), including oversight of cybersecurity and related‑party transactions—enhances assurance on reporting and risk.
- Strong investor support for 2025 re‑appointment (194.1M For vs. 18.9M Against), indicating market confidence in board composition and oversight.
- Robust independence framework: all key committees independent; explicit prohibitions on hedging/pledging; meaningful director ownership guidelines—aligns incentives and mitigates misalignment risk.
- Audit Committee report signed by Sundström affirms auditor independence and supports inclusion of audited financials—positive signal on audit quality.
- Watch items / potential RED FLAGS
- Former NXP CFO serves on HRCC (member) while fully independent under listing rules due to time elapsed; still a potential perceived conflict given past executive role—mitigated by independence determinations and committee composition.
- Multiple external chair/vice‑chair roles (Boliden, Vestas, Mölnlycke, FSCC) may raise time‑commitment questions; no attendance shortfall disclosed (≥75% attendance and AGM participation reported).
- No material related‑party transactions with directors in 2024, reducing conflict risk.
Director Compensation (Summary)
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees (retainer + committee/Chair fees) | 144,785 | Actual paid per proxy table |
| Stock awards (RSUs) | 221,915 | 822 RSUs granted 5/29/2024 (ASC 718) |
| Total | 366,700 | Sum of cash + equity |
Board Meeting Activity and Attendance (2024)
- Board: 8 meetings; each director attended at least 75% of Board + committee meetings; Sundström attended the 2024 AGM. Independent directors held 4 executive sessions; committees held 20 sessions.
- Audit Committee: 9 meetings (Sundström as Chair).
- HRCC: 7 meetings (Sundström as member).
Shareholder Signals
- Say‑on‑Pay (2024 AGM): Approximately 96% support for NEO compensation, indicating strong shareholder endorsement of compensation philosophy and oversight.
- Say‑on‑Pay (2025 AGM): For 199,950,221; Against 12,730,674; Abstain 546,831; continued solid support.
Related‑Party / Conflict Check
- Policy and 2024 outcome: Conflicts must be reported; conflicted directors recuse from discussions/votes; no material director conflict transactions occurred in 2024 beyond standard compensation.
- Audit Committee oversees related‑party transactions.
Notes on Committee Responsibilities (for reference)
- Audit: Financial statements integrity, ICFR, compliance, cybersecurity risk, external auditor, internal audit, related‑party transactions.
- HRCC: CEO/NEO pay, Board/committee pay, compensation‑risk, succession, equity plans, human capital.
Conclusion
Sundström brings heavyweight finance and industrial operating experience with formal financial expert status and active audit leadership, reinforcing board effectiveness in financial oversight and risk. The combination of strong re‑election support, independent committee composition, strict anti‑hedging/pledging rules, and director ownership guidelines supports investor confidence; perceived risks are limited to optics around prior NXP CFO service and multiple external roles, mitigated by independence findings and disclosed attendance.