Paul Mascarenas
ON SEMICONDUCTORAbout Paul A. Mascarenas
Independent director at onsemi (ON) since 2014; age 63 in the latest proxy . Former Chief Technical Officer and Vice President, Research & Advanced Engineering at Ford Motor Company (2011–2014), with earlier leadership roles in engineering and vehicle programs over a 32-year Ford career . He serves on other public boards including The Shyft Group (chair, Governance Committee; member, Compensation Committee) and United States Steel Corporation . Education: Mechanical Engineering degree from King’s College London; awarded OBE in 2015 for services to the automotive industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | VP Research & Advanced Engineering; Chief Technical Officer | 2011–2014 | Led global R&D; technology strategy |
| Ford Motor Company | VP Engineering | 2007–2011 | Product development leadership |
| Ford Motor Company | VP, North American Vehicle Programs | 2005–2007 | Program management |
| Ford Motor Company | Various roles in product development, program management, business leadership | 1982–2005 | Technical and operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Shyft Group (NASDAQ: SHYF) | Director | 2018–present | Chair: Governance; Member: Compensation |
| United States Steel Corporation (NYSE: X) | Director | 2016–present | Committee assignments not disclosed in link provided |
| BorgWarner, Inc. | Director (prior) | 2018–2022 | — |
| FISITA (International Federation of Automotive Engineering Societies) | President (2014–2016); Director (2012–2021) | 2012–2021 | Industry leadership |
| Mentor Graphics | Director (prior) | 2015–2017 | — |
Board Governance
- Independence status: Board has determined all non-employee directors (including Mascarenas) are independent; only the CEO is non-independent . Related-party review found no transactions requiring disclosure since Jan 1, 2024 and none impairing independence; independence review included relationships with Fujitsu, Itron, Sierra Wireless, Stanley Black & Decker, SIA; all at arm’s length .
- Committee assignments at onsemi (2024): Chair, Governance & Sustainability Committee; Member, Human Capital & Compensation Committee; Member, Executive Committee .
- Attendance and engagement: The Board met 6 times in 2024; committees met 23 times in total. Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Committee workload (2024): GS Committee (5 meetings) ; HCC Committee (6 meetings) ; Executive Committee (2 meetings) .
- Governance practices shaping board effectiveness: Separate Chair/CEO roles; annual board/committee/individual director evaluations; proxy access; robust ownership guidelines; prohibition on hedging/pledging; conduct-based and Dodd-Frank clawbacks .
Fixed Compensation (Director)
| Component | 2024 Amount/Design | Notes |
|---|---|---|
| Cash retainers – base | $95,000 per year | Increased effective May 16, 2024 |
| Chair of the Board | $145,000 | — |
| Audit Committee (Chair/Member) | $35,000 / $15,000 | — |
| HCC Committee (Chair/Member) | $25,000 / $10,000 | — |
| GS Committee (Chair/Member) | $20,000 / $7,500 | — |
| Meeting fees | None disclosed beyond retainers | Paid quarterly; role changes prorated |
| Director 2024 Compensation | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Paul A. Mascarenas | 87,101 | 255,625 (includes 441 fully vested shares in lieu of cash) | 342,726 |
- Stock Election & Deferral Plan: Directors may elect to receive fully vested shares in lieu of cash retainers and/or defer receipt of equity; elections annual; deferred shares distributed per election or at death/change in control .
Performance Compensation (Director Equity)
| Element | Structure | Grant/Value | Vesting |
|---|---|---|---|
| Annual equity grant | Restricted stock/RSUs (time-based) | $225,000 grant date target value for 2024 (unchanged vs 2023) | Vests the day prior to next annual meeting, subject to service |
- No performance metrics are used for director equity; awards are time-based. Directors can elect to defer receipt; Mascarenas elected to defer his 2024 stock grant .
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict Notes |
|---|---|---|---|
| The Shyft Group | Director | Governance (Chair); Compensation (Member) | onsemi discloses no related-party transactions; independence maintained |
| United States Steel | Director | Not specified in cited bio | No onsemi related-party transactions noted |
onsemi’s related-party policy review found no transactions requiring disclosure since Jan 1, 2024; director independence affirmed .
Expertise & Qualifications
- Technical and innovation leadership: Extensive experience in technical strategy, R&D, and strategic planning from Ford CTO/VP roles .
- Automotive industry depth: Leadership and strategic planning expertise in automotive; aligns with onsemi’s automotive end-market focus .
- Corporate governance: Significant governance experience; chairs onsemi’s Governance & Sustainability Committee .
- Education/recognition: Mechanical Engineering degree (King’s College London) and OBE honor (2015) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Paul A. Mascarenas | 49,370 | <1% | 2024 annual RS/RSU awards generally vest pre-AGM; Mascarenas elected to defer receipt of 2024 stock grant |
- Hedging/pledging: Prohibited for directors (no hedging, no pledging/margining) .
- Ownership guideline: 5x annual base retainer within five years; all non-employee directors in compliance or within grace period as of record date .
Insider Trades (Form 4)
Notes: Small periodic “Award” entries align with the Stock Election & Deferral Plan allowing shares in lieu of cash retainers; the plan was adopted in 2024, and Mascarenas did elect shares in lieu of a portion of cash fees in 2024 (441 shares) .
Director Compensation Structure Analysis
- Mix and alignment: Cash retainers plus time-based equity ($225k target), with optional stock election for cash fees and deferral of equity; Mascarenas elected both stock-in-lieu and deferral, signaling alignment to equity value and long-term incentives .
- Year-over-year changes: 2024 increased base retainer (+$15k to $95k) and Chair retainers (Board +$20k; GS +$5k; HCC +$2.5k) to remain near peer medians; equity grant unchanged at $225k .
- Governance features: No director perquisites; strong ownership guidelines; hedging/pledging prohibited; no related-party transactions requiring disclosure .
Say-on-Pay & Shareholder Feedback (context for governance culture)
- Say-on-pay support: 92% approval at 2024 annual meeting (for 2023 program), per 2025 proxy ; ~94% approval at 2023 annual meeting (for 2022 program), per 2024 proxy . Indicates durable shareholder support for compensation governance.
Potential Conflicts and Related-Party Exposure
- onsemi policy review reported no related-party transactions requiring disclosure since Jan 1, 2024; independence of non-employee directors affirmed .
- Hedging/pledging restrictions for directors reduce misalignment risk .
- Other directorships: Serving on multiple public boards (ON, SHYF, X) elevates time-commitment considerations; onsemi reports strong attendance and active committee leadership in 2024 .
Governance Assessment
- Strengths for investor confidence:
- Long-tenured independent director (since 2014) with deep automotive technology and governance expertise; current Chair of Governance & Sustainability and member of HCC and Executive Committees at onsemi .
- Demonstrated alignment via stock election for fees, equity holdings, and compliance with stringent ownership guidelines; hedging/pledging prohibited .
- No related-party transactions requiring disclosure; independence affirmed; strong board processes (separate Chair/CEO, annual evaluations) .
- Watch items:
- Multi-board service (The Shyft Group, U.S. Steel, onsemi) warrants continued monitoring of attendance and engagement; 2024 attendance met ≥75% threshold and Mascarenas led GS activities with 5 meetings in 2024 .
- Director equity is time-based (not performance-conditioned), a common market practice; the optional deferral and stock-in-lieu features partly enhance long-term orientation .
Overall: Mascarenas’ committee leadership (GS Chair), governance credentials, and equity alignment support board effectiveness and investor confidence, with no disclosed conflicts or related-party exposures in the latest period .