Alan Campbell
ON SEMICONDUCTORAbout Alan Campbell
Alan Campbell, age 67, has served on ON’s Board since 2015 and as independent Chair since 2017. He is the former CFO of Freescale Semiconductor (2004–2014) with deep finance, M&A, and global semiconductor experience. The Board has affirmatively determined he is independent under Nasdaq rules, and he is designated an “audit committee financial expert.” Attendance in 2024 met ON’s threshold, with each director attending at least 75% of Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freescale Semiconductor, Inc. | Chief Financial Officer | 2004–2014 | Led finance, SEC reporting, and M&A integration; public-company CFO credentials support audit oversight. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dialog Semiconductor Plc (acquired by Renesas) | Non-Executive Director | 2015–2021 | Prior public board experience; no current public company boards disclosed for Campbell. |
Board Governance
| Committee | Campbell’s Role | 2024 Meetings | Key Oversight/Notes |
|---|---|---|---|
| Executive Committee | Chair | 2 | Delegable Board authority between meetings; excludes major actions (e.g., mergers over $100M, bylaws changes). |
| Audit Committee | Member; Audit Committee Financial Expert | 10 | Financial reporting integrity, auditor oversight, ERM, cybersecurity, related-party transaction oversight. |
| Governance & Sustainability (GS) Committee | Member | 5 | Board effectiveness, nominations, governance principles, ESG/climate oversight, CEO succession planning coordination. |
| Board Leadership | Independent Chair | n/a | ON separates CEO and Chair to reinforce independence and facilitate oversight. |
- Independence: All non-employee directors (including Campbell) were determined independent; no related party transactions required disclosure since Jan 1, 2024.
- Attendance: The Board met 6 times and committees held 23 meetings in 2024; each director attended at least 75% of applicable meetings.
- Evaluations: Annual Board/committee self-evaluations and peer-to-peer director evaluations conducted, supporting board effectiveness.
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $249,423 | Cash retainers for Board and committees; pro-rated changes effective May 16, 2024. |
| Stock Awards (Grant-date fair value) | $225,059 | Annual director equity grant (restricted stock/RSUs). |
| Total | $474,482 | Cash + equity grant value for 2024 service. |
Director cash retainer schedule (effective May 16, 2024):
| Role | Annual Cash Retainer |
|---|---|
| Base Retainer (Non-Employee Director) | $95,000 |
| Chair of the Board | $145,000 |
| Audit Committee Chair | $35,000 |
| Audit Committee Member (non-chair) | $15,000 |
| HCC Committee Chair | $25,000 |
| HCC Committee Member (non-chair) | $10,000 |
| GS Committee Chair | $20,000 |
| GS Committee Member (non-chair) | $7,500 |
- Program changes: 2024 increases approved (base +$15k; Board Chair +$20k; GS Chair +$5k; HCC Chair +$2.5k) to remain competitive with peer median (FW Cook analysis).
- Perquisites: No perquisites for directors; reasonable expense reimbursements only.
Performance Compensation
| Grant Date | Instrument | Target Value | Vesting | Notes |
|---|---|---|---|---|
| May 16, 2024 | Restricted Stock/RSUs | $225,000 | Vest on day prior to 2025 annual meeting (service-based) | As of 12/31/24, each sitting non-employee director held 3,083 restricted shares/RSUs scheduled to vest pre-annual meeting. |
- Stock Election and Deferral Plan (adopted 2024): Directors may elect fully-vested shares in lieu of cash retainers and/or defer receipt of equity; deferred shares distributed upon death or immediately prior to certain changes in control.
- No performance-based metrics apply to director equity (service-based vesting only).
Other Directorships & Interlocks
| Company | Relationship Considered | Outcome |
|---|---|---|
| Fujitsu, Itron, Sierra Wireless, Stanley Black & Decker, Semiconductor Industry Association | Commercial transactions reviewed for 2024 independence determinations | Deemed arm’s-length and ordinary course; none were related-party transactions or impaired independence. |
- Current public company boards for Campbell: None disclosed; prior Dialog Semiconductor service noted above.
Expertise & Qualifications
- Public-company CFO experience in semiconductors; significant M&A and global operations expertise; financial reporting and compliance knowledge.
- Audit Committee Financial Expert designation; enhances oversight of financial reporting and audit quality.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Alan Campbell | 85,006 | <1% | Includes 3,083 restricted shares/RSUs scheduled to vest pre-annual meeting; based on 422,049,434 shares outstanding at record date. |
- Stock ownership guidelines (Directors): 5x base annual cash retainer within 5 years; all non-employee directors compliant or within grace period.
- Hedging/Pledging: Prohibited for directors and other insiders under ON’s Insider Trading Policy.
- Insider trades: Not disclosed in proxy; Form 4 activity not covered here.
Governance Assessment
- Strengths: Independent Chair (Campbell), robust committee structure with Campbell as Audit member and GS member and Executive Committee Chair, clawback policies, anti-hedging/pledging, and stringent stock ownership guidelines; no related-party transactions disclosed; strong investor support (92% say-on-pay in 2024).
- Pay alignment: Director mix of cash + service-vested equity; optional stock-in-lieu and deferral increase equity alignment.
- Watch items: 2024 increases to director cash retainers (to peer median) raise fixed pay levels; monitor for pay inflation vs performance and peer drift over time.
- Engagement/Effectiveness: Annual Board/committee and peer evaluations support effectiveness; 2024 attendance met thresholds, but individual rates not disclosed—continue to monitor attendance granularity.