Moshe Gavrielov
NXP SemiconductorsAbout Moshe Gavrielov
Independent non‑executive director of NXP Semiconductors N.V. since 2023; age 70; background includes President & CEO of Xilinx (2008–2018) with prior senior roles at Cadence (EVP & GM, Verification), Versity (CEO), LSI Logic, National Semiconductor, and Digital Equipment Corporation. Education: BSc in Electrical Engineering and MSc in Computer Science from Technion–Israel Institute of Technology. Current Board committees: Human Resources & Compensation Committee (HRCC) and Nominating, Governance & Sustainability Committee (NGSC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xilinx, Inc. | President & CEO; Director | 2008–2018 | Led FPGA leader through growth and industry transitions |
| Cadence Design Systems, Inc. | EVP & GM, Verification Division | 2005–2007 | Scaled verification portfolio |
| Versity Ltd. | CEO | 1998–2005 | Led EDA venture |
| LSI Logic Corp. | Executive management roles | ~10 years | Various executive positions |
| National Semiconductor; DEC | Engineering management | Not disclosed | Semiconductor and computing engineering roles |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Taiwan Semiconductor Manufacturing Company Limited (TSMC) | Director | Public | Leading foundry; potential supplier interlock area |
| Cadence Design Systems, Inc. | Director | Public | EDA/software supplier ecosystem |
| SiMa Technologies, Inc. | Chair of the Board | Private | AI silicon startup |
| Foretellix Ltd. | Chair of the Board | Private | Autonomous vehicle validation |
Board Governance
- Committee assignments: HRCC member; NGSC member .
- Independence: Board determined all non‑executive nominees (incl. Gavrielov) are independent per Nasdaq and Dutch Corporate Governance Code (DCGC 2.1.8) .
- Attendance: Board met 8 times in 2024; each director attended at least 75% of aggregate Board/committee meetings during service periods; HRCC held 7 meetings; NGSC held 4 .
- Engagement: Independent directors held 4 executive sessions in 2024; committees held 20 sessions total .
- Policies: Anti‑hedging/pledging—directors and employees prohibited from hedging, pledging, hypothecating, short selling NXP securities; clawback policy adopted (Dodd‑Frank compliant) .
- Conflicts: Board requires disclosure; conflicted directors recuse; no material director conflict transactions in 2024 beyond compensation .
Fixed Compensation
| Component | 2024 Detail | Amount |
|---|---|---|
| Annual cash fees (reported) | Fees earned or paid in cash for 2024 | $123,871 |
| Equity grant | RSU grant on May 29, 2024 (2019 Omnibus Plan) | 822 RSUs; Grant date fair value $221,915 |
| Total reported compensation | Cash + Stock awards | $345,786 |
| Vesting terms | RSUs vest on earlier of first anniversary or next AGM; unvested forfeited upon Board departure except death or Board request (accelerated) | As stated |
| Fee structure (policy) | Non‑exec annual retainer $100,000 effective May 29, 2024 (prior $85,000); Committee membership fee $15,000; Committee chair fees: NGSC $15,000; HRCC $20,000; Audit $25,000 | As stated |
Notes: Moshe is a member (not chair) of HRCC and NGSC; reported cash reflects euro conversion and mid‑year fee changes per footnote .
Performance Compensation
- No performance‑based equity or cash disclosed for non‑executive directors; director equity is time‑based RSUs only .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlock/Conflict Considerations |
|---|---|---|---|
| TSMC | Director | Not disclosed in NXPI proxy | Upstream foundry supplier to the industry; NXPI conflict policy and recusals mitigate risk |
| Cadence Design Systems | Director | Not disclosed in NXPI proxy | EDA/software supplier ecosystem; same mitigation via policy |
| HRCC Interlocks | — | — | NXPI discloses no HRCC interlocks; none of execs serve on boards whose executives sit on NXPI Board/HRCC; Sundström previously NXPI CFO (2008–2012) but is independent director today |
Expertise & Qualifications
- Executive leadership; industry and technology; strategic planning/M&A; governance/compliance; financial/audit; manufacturing/operations; risk management; human capital; sustainability .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 1,502 shares as of April 15, 2025 |
| Unvested RSUs held (12/31/2024) | 822 RSUs (no options outstanding) |
| Ownership guidelines | Non‑exec directors must retain shares/RSUs until holdings equal ≥5x annual cash fixed fee within 5‑year window |
| Hedging/pledging | Prohibited for directors/employees; anti‑derivatives/short‑sale policy in place |
| Section 16(a) compliance | Company reports all required insider filings timely in 2024 (no delinquencies) |
Governance Assessment
- Positives: Independent status; active committee service (HRCC, NGSC); attendance ≥75% threshold; anti‑hedging/pledging and clawback policies; robust share‑ownership guidelines; strong say‑on‑pay support (96% approval in 2024), indicating investor confidence in compensation governance .
- Compensation alignment: Mix of modest cash retainer/committee fees with annual RSUs that vest over one year; no director stock options; RSUs promote alignment without encouraging excessive risk .
- Potential red flags (monitor): External board service at TSMC and Cadence may create perceived supplier‑ecosystem interlocks; NXPI conflict‑management/recusal procedures are explicit, and proxy reports no related‑party transactions in 2024 .
- Overall: Governance and pay structures for Gavrielov as an independent director are conventional and shareholder‑aligned; no attendance, Section 16, or compensation anomalies disclosed .
RED FLAGS
- None disclosed regarding attendance, hedging/pledging, delinquent filings, or related‑party transactions for 2024; continue monitoring for supplier/customer interlocks due to external boards (TSMC, Cadence) with reliance on conflict‑recusal policies .