Willy Shih
About Willy Shih
Willy Shih (age 74) has served on Nextracker’s Board since 2023; his current term expires at the 2027 annual meeting. He is the Robert and Jane Cizik Professor of Management Practice at Harvard Business School (since 2007) and previously spent 28 years in senior management and consulting roles at IBM, Digital Equipment, Silicon Graphics, Eastman Kodak, and Thomson SA focused on product development and manufacturing. The Board has determined Mr. Shih is independent under Nasdaq rules. Core credentials: product development, manufacturing, and technology operations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM; Digital Equipment; Silicon Graphics; Eastman Kodak; Thomson SA | Various senior management and consultancy positions in product development and manufacturing | ~28 years prior to 2007 | Product development and manufacturing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harvard Business School | Robert and Jane Cizik Professor of Management Practice in Business Administration | 2007–present | Teaches in MBA and Executive Education programs |
| Flex Ltd. | Director | 2008–2022 | Prior public company directorship |
Board Governance
- Committee assignments: Chair, Compensation & People Committee (C&P); not a member of Audit or Nominating, Governance & Public Responsibility (Nom Gov).
- Independence: Board has determined C&P members, including Willy Shih, are independent.
- Committee activity: C&P met 5 times in FY25; Audit met 8 times; Nom Gov met 4 times.
- Attendance and engagement: Board held 7 meetings in FY25; each director attended at least 75% of Board and committee meetings; executive sessions of non‑management directors typically held every regularly scheduled quarterly meeting.
- Board structure: Classified board (Class I/II/III); Shih’s term expires at the 2027 annual meeting (Class II).
- Risk oversight role of committees: Audit oversees financial integrity and cybersecurity; C&P oversees compensation risk and succession; Nom Gov oversees governance, independence, ESG policies, and conflicts review.
Fixed Compensation
| Component | Program Terms | FY25 Amount for Willy Shih |
|---|---|---|
| Board retainer (cash) | $65,000 per Board member annually | $65,000 (included in “Fees Earned”) |
| Committee chair fee (cash) | C&P Chair: $25,000 annually | $25,000 (included in “Fees Earned”) |
| Committee member fee (cash) | Audit/Nom Gov member: $12,500/$5,000 annually | Not disclosed for Shih; “Fees Earned” total reflects $102,500 cash in FY25 |
| Meeting fees | Not disclosed/not used | N/A |
| Total cash fees (FY25) | Fees Earned or Paid in Cash | $102,500 |
Performance Compensation
| Equity | Grant Detail | Vesting | FY25 Amount |
|---|---|---|---|
| RSUs (annual director grant) | Directors receive RSUs with $150,000 grant date value (Chair +$50,000) | Expected to vest on the one‑year anniversary of grant or immediately before next AGM, subject to service | $150,000 RSU grant; 3,723 RSUs granted to Shih in FY25 |
- Performance linkage: Director equity awards are time‑based RSUs; no performance metrics are attached to director equity grants.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Flex Ltd. | Former Director (2008–2022) | Board interlock via NXT Chair William Watkins, a Flex director since 2009 | Network ties to Flex; no related‑party transactions disclosed involving Shih |
Expertise & Qualifications
- Deep expertise in product development and manufacturing from 28 years in senior roles across major technology/industrial companies.
- Academic leadership and governance exposure as an HBS professor since 2007.
- Board skills matrix identifies Shih for Product Development & Manufacturing and Public Board Experience.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 46,264 Class A shares (less than 1%) |
| Unvested director RSUs | 3,723 RSUs held, vest before the annual meeting (not included in beneficial count) |
| Ownership guidelines | Directors expected to hold ≥5× total annual cash retainer within 5 years of becoming subject to guidelines |
| Hedging/pledging | Prohibited for directors and officers under Insider Trading and Trading Window Policy |
| Section 16(a) compliance | All directors/officers filed timely forms in FY25 (no delinquencies) |
Insider Trades
| Aspect | Disclosure |
|---|---|
| Form 4 filings | Proxy notes timely Section 16(a) filings in FY25; specific trade details not enumerated in proxy |
| Director equity grants | FY25 director RSU grant of 3,723 RSUs to Shih (vesting before AGM) |
Governance Assessment
- Strengths: Independent director; chairs a fully independent C&P Committee that engaged Meridian Compensation Partners as an independent consultant; annual say‑on‑pay supported by ~85% of votes in 2024; clear clawback, no hedging/pledging, no excise tax gross‑ups, double‑trigger CIC protections for executives. These practices align with governance best‑practices and investor expectations.
- Engagement: Board and committee activity robust (7 Board meetings; C&P met 5 times); consistent executive sessions; attendance at ≥75% indicates active participation.
- Conflicts/related-party exposure: No material related‑party transactions disclosed involving directors; conflicts overseen by Nom Gov; related‑party transaction policy administered by Audit Committee.
- Alignment: Director stock ownership guidelines (≥5× retainer), time‑based RSUs for directors, and prohibition on hedging/pledging support skin‑in‑the‑game and alignment.
- Structural watch‑item: Classified board (three classes) may be viewed unfavorably by some governance investors; however, the Board states leadership flexibility and independent committee structures.
Investor confidence signals: Strong say‑on‑pay support (85% in 2024) and pay‑versus‑performance disclosures tying compensation to Adjusted EBITDA, FCF, revenue, and EPS underscore disciplined pay‑for‑performance oversight by the C&P Committee led by Shih.