Bruce Kiddoo
ON SEMICONDUCTORAbout Bruce E. Kiddoo
Bruce E. Kiddoo (age 64) has served as an independent director of onsemi since 2020. He is the former Chief Financial Officer of Maxim Integrated Products and previously held senior finance roles at Broadcom Corporation, including Vice President and Acting CFO. He also serves on the board of Western Digital Corporation and is designated by onsemi’s Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maxim Integrated Products, Inc. | Chief Financial Officer | 2007–2019 | Senior finance leadership at a public semiconductor company; financial statement preparation and regulatory compliance expertise |
| Broadcom Corporation | VP & Acting CFO; VP Finance & Corporate Controller; Controller, Broadband Communications | 1999–2007 (Acting CFO in 2006–2007) | Public company finance, M&A, SEC reporting experience; operational finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Digital Corporation | Director | Not disclosed | Other public company board; technology and financial oversight exposure |
| San Onofre Parks Foundation | Board experience | Not disclosed | Non-profit board engagement |
Board Governance
- Independence: The Board has affirmatively determined all current non-employee directors (including Kiddoo) are independent under SEC and Nasdaq standards.
- Committee assignments: Audit Committee member; the Audit Committee held 10 meetings in 2024. The Board determined Kiddoo meets “audit committee financial expert” qualifications.
- Attendance and engagement: In 2024 the Board met six times and its committees held 23 meetings; each director attended at least 75% of Board and applicable committee meetings.
- Governance structure: Independent Board Chair; robust stock ownership guidelines; prohibition on hedging and pledging; conduct-based clawback policy in addition to Dodd-Frank.
- Board refresh: For 2025, the Board reduced its size from nine to eight seats and renominated Kiddoo.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 10 | Financial reporting oversight; cybersecurity; related-party transaction review; ERM; tax strategy. Kiddoo designated as “financial expert.” |
| Board of Directors | Director | 6 | Attended ≥75% of meetings in 2024 (company-wide disclosure). |
Fixed Compensation
- Structure: Non-employee directors receive cash retainers and annual equity grants; no meeting fees or perquisites.
- Retainer schedule (effective May 16, 2024):
| Fee Type | Cash Retainer Amount Per Year |
|---|---|
| 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) | $7,500 |
- 2024 compensation (Kiddoo):
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | $104,396 | $225,059 | $329,455 |
Notes:
- Directors may elect to receive fully-vested shares of common stock in lieu of cash retainers under the Stock Election and Deferral Plan (adopted 2024).
- The company pays reasonable expense reimbursements; no perquisites for directors.
Performance Compensation
- Annual equity grant: Target grant value $225,000 to each non-employee director (unchanged vs prior year), granted May 16, 2024, vesting on the day prior to the next annual meeting (service-based vest).
- Deferral and stock election: Directors may (i) take fully vested shares in lieu of cash retainers or (ii) defer receipt of vested equity awards; deferrals pay out per director election, with distribution in a single issuance upon death or immediately prior to certain changes in control.
| Grant Date | Award Type | Target Value ($) | Shares/Units Outstanding | Vesting |
|---|---|---|---|---|
| May 16, 2024 | Restricted stock or RSUs (per election) | $225,000 | 3,083 shares/units scheduled to vest for each sitting non-employee director as of 12/31/2024 | Vests day prior to next annual meeting (service-based) |
Other Directorships & Interlocks
| Company | Relationship to onsemi | Notes |
|---|---|---|
| Western Digital Corporation | No related-party transactions disclosed | onsemi reviewed director independence and outside activities; since Jan 1, 2024, no related party transactions required to be reported. |
| Itron, Stanley Black & Decker, Fujitsu, Sierra Wireless, Semiconductor Industry Association | Commercial transactions reviewed for independence determinations | Transactions considered arm’s-length; none required related-party disclosure or impaired independence. |
Expertise & Qualifications
- Extensive semiconductor industry experience; CFO leadership at a public semiconductor company; significant M&A experience; deep knowledge of financial statement preparation and regulatory compliance.
- Designated “audit committee financial expert” under SEC and Nasdaq rules.
Equity Ownership
| Holder | Common Stock Beneficially Owned (Shares) | Ownership % | Notes |
|---|---|---|---|
| Bruce E. Kiddoo | 15,746 | <1% | Beneficial ownership includes shares acquirable within 60 days (e.g., vesting RSUs); each sitting non-employee director held 3,083 restricted shares/RSUs scheduled to vest prior to annual meeting as of 12/31/2024. |
Alignment safeguards:
- Stock ownership guideline for directors: 5× base cash retainer within five years of Board appointment; as of record date, all non-employee directors were either in compliance or within the five-year grace period.
- Prohibition on hedging and pledging for directors.
Governance Assessment
- Board effectiveness: Kiddoo brings strong public-company CFO and audit expertise, serving on the Audit Committee with “financial expert” designation—supportive of robust financial oversight and risk management.
- Independence and conflicts: Board’s annual review found no related-party transactions requiring disclosure since Jan 1, 2024; independence affirmed for all non-employee directors, mitigating conflict risk.
- Engagement: Adequate meeting cadence (6 Board; 23 committee meetings in 2024) and ≥75% attendance for all directors suggests baseline engagement; Audit Committee met 10 times in 2024.
- Compensation alignment: Director pay is a straightforward cash retainer plus time-based equity grant ($225k target), with optional stock-in-lieu and deferral—promoting equity alignment without performance metrics that could bias oversight.
- Policies and safeguards: Strong governance features—independent Chair, clawback policy, no hedging/pledging, and ownership guidelines—support investor confidence.
- RED FLAGS: None disclosed for Kiddoo. No hedging/pledging, no perquisites, and no related-party transactions requiring disclosure; oversight of related parties centralized in Audit Committee.