Christine Yan
ON SEMICONDUCTORAbout Christine Y. Yan
Christine Y. Yan, age 59, has served as an independent director of ON since 2018. She previously held senior leadership roles at Stanley Black & Decker across Asia, automotive, and engineered fastening, bringing extensive global operations, commercial, and technology management experience, including M&A and corporate governance credentials. She currently serves on the boards of Ansell Limited, Cabot Corporation, and Modine Manufacturing Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanley Black & Decker, Inc. | Vice President, Integration | Jan 2018 – Nov 2018 | Led integration initiatives post-transactions |
| Stanley Black & Decker, Inc. | President, Asia | 2014 – Jan 2018 | Ran regional operations, emerging markets execution |
| Stanley Black & Decker, Inc. | President, Stanley Storage and Workspace Systems | 2013 – 2014 | Product and operations leadership |
| Stanley Black & Decker, Inc. | President, Americas, Stanley Engineered Fastening | 2008 – 2013 | Led Americas business; customer/industrial focus |
| Stanley Black & Decker, Inc. | President, Global Automotive, Stanley Engineered Fastening | 2006 – 2008 | Automotive segment strategy and operations |
| Stanley Black & Decker, Inc. | Various roles in sales/marketing, engineering, R&D | 1989 – 2006 | Progressive technical and commercial responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ansell Limited | Director | Current | Not disclosed in proxy |
| Cabot Corporation | Director | Current | Not disclosed in proxy |
| Modine Manufacturing Company | Director | Current | Not disclosed in proxy |
Board Governance
- Committee assignments: Chair, Human Capital & Compensation Committee (HCC); not listed as a member of Audit or Governance & Sustainability (GS) committees .
- Independence: Board affirmatively determined all non-employee directors, including Yan, are independent under Nasdaq standards; Board considered transactions with companies connected to non-employee directors (including Stanley Black & Decker) and found no related party transactions requiring disclosure or independence impairment since Jan 1, 2024 .
- Attendance: Board met six times in 2024 and committees held 23 meetings; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- HCC remit under her chairship includes executive/director compensation oversight, equity plan administration, succession planning, compensation risk management, clawback policy administration, and overseeing human capital policies (including the Investment Committee for U.S. retirement plans) .
- Say-on-pay support: ~92% approval at 2024 annual meeting, indicating investor support for HCC’s program design and oversight ; prior year support was almost 94% .
- Policies and guardrails: Robust stock ownership guidelines; prohibition on hedging/pledging; conduct-based and Dodd-Frank clawbacks; separate Chair/CEO roles; majority voting for directors; proxy access .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $101,552 | $113,461 |
| Annual Cash Retainer Schedule (effective date) | Base $80,000; Chair of HCC $22,500; Chair of Board $125,000; Audit Chair $35,000; Audit Member $15,000; GS Chair $15,000; GS Member $7,500 (effective May 18, 2023) | Base $95,000; Chair of HCC $25,000; Chair of Board $145,000; Audit Chair $35,000; Audit Member $15,000; GS Chair $20,000; GS Member $7,500 (effective May 16, 2024) |
| Meeting Fees | None; reasonable expense reimbursement only | None; reasonable expense reimbursement only |
Performance Compensation
| Component | Grant Date | Units/Shares | Grant Date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| Annual Director Equity Grant (Restricted Stock/RSUs) | May 16, 2024 | 3,083 RS/RSUs (per director as of 12/31/2024) | $225,000 target value | Vests on day prior to next annual meeting; Yan elected to defer receipt under Director Stock Election & Deferral Plan |
| Stock Options | N/A | — | — | Company does not grant stock options to directors/executives; program uses full-value awards |
Notes:
- Equity grants for directors are time-based; no performance metrics apply to director equity awards. Deferral elections allow payout scheduling and do not alter vesting conditions .
Other Directorships & Interlocks
- Current public company boards: Ansell Limited; Cabot Corporation; Modine Manufacturing Company .
- Independence review: Board reviewed commercial transactions in 2024 with companies connected to certain directors (including Stanley Black & Decker) and determined all were arm’s-length and not related party transactions; no related party transactions required disclosure since Jan 1, 2024 .
Expertise & Qualifications
- Extensive commercial, technology, and operations management; senior management experience at a Fortune 500 company; global business leadership with emphasis on emerging markets; significant M&A; deep management experience in automotive, industrial, and consumer markets; governance experience in public/private companies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Christine Y. Yan | 41,615 | ~0.0099% (computed from 422,049,434 shares outstanding) | Less than 1% per proxy; director deferral election means 2024 grant pays later; only fully vested shares count toward ownership guidelines |
- Ownership guidelines: Directors must own at least 5× base annual cash retainer within five years; as of record date, all non-employee directors were either in compliance or within the grace period .
- Hedging/pledging: Insiders (including directors) are prohibited from hedging or pledging company stock .
Governance Assessment
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Strengths
- Independent director and Chair of HCC, overseeing rigorous compensation policies and clawbacks; HCC discretion zeroed 2024 STI payouts amid under-target results, signaling pay-for-performance discipline and investor alignment .
- Strong governance framework: separation of Chair/CEO, majority voting, proxy access, stock ownership guidelines, no hedging/pledging, robust clawbacks .
- Shareholder support: high say-on-pay approvals (≈92% in 2024; ≈94% prior year) underpin HCC credibility during her chairship .
- Attendance and engagement: Board/committee cadence with minimum attendance thresholds met; annual self-evaluations and peer-to-peer feedback processes .
-
Watch items
- Multiple external directorships increase time commitments; however, attendance thresholds were met and independence affirmed .
- Historical ties to Stanley Black & Decker considered in independence review; Board concluded no related party transactions requiring disclosure and no impairment of independence .
-
Alignment indicators
- Annual equity grants and stock ownership guidelines promote skin-in-the-game; Yan’s deferral election increases equity exposure duration, though only fully vested shares count toward guideline compliance .
- No stock options and prohibition on hedging/pledging reduce misalignment risk .