Gregory Waters
ON SEMICONDUCTORAbout Gregory L. Waters
Independent director at onsemi since 2020; age 64. Former President & CEO of Integrated Device Technology (IDT) and founder of MatrixSpace (AI software), bringing deep semiconductor operating experience and public-company governance credentials. Board deems him independent under Nasdaq rules; he has served on compensation and executive committees, with strong attendance across 2024 meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrated Device Technology, Inc. | President & CEO, Director | 2014–2019 | Led turnaround and sale to Renesas; extensive financial and compliance oversight |
| Skyworks Solutions, Inc. | Executive Vice President | 2003–2012 | Senior operating roles; device technology expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MatrixSpace, Inc. | Founder | 2019–Present | AI software founder; technology strategy |
| Cyxtera Technologies, Inc. | Director | 2021–2024 | Board member until acquisition by Brookfield Infrastructure Partners |
| Mythic Inc. | Director | 2020–2023 | Board member; AI semiconductor start-up |
| Sierra Wireless, Inc. | Director | 2020–2023 | Board member until acquisition by Semtech |
| Mellanox Technologies Ltd. | Director | 2018–2020 | Board member until acquisition by NVIDIA |
| Sand 9 Inc. | Director | 2011–2014 | Board member; sold to Analog Devices |
Board Governance
- Committee assignments (2025): Member, Human Capital & Compensation Committee (HCC); Member, Executive Committee. Board intends to appoint Waters to the Audit Committee following the 2025 annual meeting, at which point he will step down from the Executive Committee .
- Independence: Board affirmatively determined Waters (and all non-employee directors) are independent; committee-only composition is independent per Nasdaq standards .
- Attendance: Board met 6 times in 2024; committees held 23 meetings. Each director attended ≥75% of applicable meetings; all directors attended the 2024 annual meeting .
- Governance practices: Robust stock ownership guidelines for directors (5x base cash retainer within five years), clawbacks, prohibition on hedging/pledging by insiders; proxy access; annual evaluations .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $90,000 | $99,395 |
| Stock Awards ($) | $225,047 | $225,059 |
| Total ($) | $315,047 | $324,454 |
- Cash retainer schedule (effective May 16, 2024): Base $95,000; Audit Chair $35,000; Audit member $15,000; HCC Chair $25,000; HCC member $10,000; GS Chair $20,000; GS member $7,500; Board Chair $145,000; Executive Committee has no separate retainer .
- No perquisites for directors beyond expense reimbursement; directors may elect stock in lieu of cash and defer equity under the Non‑Employee Director Stock Election and Deferral Plan .
Performance Compensation
| Equity Detail | 2023 | 2024 |
|---|---|---|
| Annual director equity grant (grant date; instrument) | May 18, 2023; Restricted Stock | May 16, 2024; Restricted Stock/RSUs |
| Grant date fair value ($) | $225,047 | $225,059 |
| Units outstanding at year-end (scheduled to vest day prior to next annual meeting) | 2,602 shares (for sitting directors other than Lampe‑Önnerud) | 3,083 shares (each sitting non‑employee director) |
- Director equity is time-based (single-year vesting) with optional deferral; no options or performance-conditioned metrics are used for non-employee director compensation .
Other Directorships & Interlocks
| Company | Relationship/Note |
|---|---|
| Sierra Wireless, Fujitsu, Stanley Black & Decker, Semiconductor Industry Association, Itron | Company reviewed transactions/relationships in 2024; none deemed related-party transactions or impairing independence; all at arm’s length . |
Expertise & Qualifications
- Extensive device technology, public-company CEO experience, and financial/compliance knowledge; suited for audit/compensation oversight roles .
- Brings M&A, ERM, and international manufacturing experience relevant to onsemi’s end-markets .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Total beneficial ownership (shares) | 34,484 |
| Ownership as % of outstanding | Less than 1% |
| Unvested director RSUs/Restricted shares (scheduled to vest before annual meeting) | 3,083 (as of Dec 31, 2024) |
| Hedging/Pledging | Prohibited for insiders (including directors) |
| Director stock ownership guideline | 5x base cash retainer; compliance within five years (all directors either compliant or within grace period as of record date) |
Insider Trades
| Date | Type | Shares | Price | Notes/Source |
|---|---|---|---|---|
| Sep 7, 2021 | Open market purchase | 17,000 | $45.26 | Form 4 purchase as director of ON |
| May 16, 2025 | Form 4 filed reporting stock award grant | — | $0.00 | Annual director equity grant (see SEC Form 4 link) |
Note: Aggregators report this 2025 grant; exact share count is on the SEC Form 4. Yahoo Finance shows “Stock Award (Grant)” on May 15, 2025 for Waters .
Compensation Committee Analysis
- Composition: Waters is a member; committee chaired by Christine Yan; all members independent .
- Consultant: FW Cook engaged as independent compensation consultant to Board/committee; independence affirmed .
- Director program design: Mix of cash retainers and single‑year restricted equity; ownership guidelines enforce alignment; stock election/deferral plan extends equity alignment .
Governance Assessment
- Committee roles and impending Audit Committee appointment strengthen board effectiveness and financial oversight; independence affirmed; attendance robust .
- Alignment: High equity component (c. 69% of 2024 director pay for Waters) aligns incentives with shareholders; hedging/pledging prohibited; ownership guidelines in place .
- Conflicts: Company’s 2024 review found no related-party transactions requiring disclosure; independence not impaired despite relationships with companies where certain directors serve/served .
- Shareholder signals: Say‑on‑pay received ~92% support in 2024, indicating broad investor alignment with compensation governance .
- RED FLAGS: None disclosed regarding related-party transactions, tax gross‑ups, option repricing, or attendance shortfalls; director equity is time‑based and transparent .