Susan Carter
ON SEMICONDUCTORAbout Susan Carter
Susan K. Carter (age 66) has served as an independent director of onsemi since 2020 and is the Chair of the Audit Committee and a member of the Governance & Sustainability Committee; the Board has also determined she is an “audit committee financial expert.” She previously served as CFO at Ingersoll Rand plc (now Trane Technologies) from 2013–2020, KBR, Inc. from 2009–2013, and Lennox International from 2004–2009; she currently serves on the boards of Amcor plc and Stanley Black & Decker, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingersoll Rand plc (now Trane Technologies plc) | Senior Vice President & Chief Financial Officer | 2013–2020 | Led finance, regulatory compliance, capital management; public company CFO experience |
| KBR, Inc. | Executive Vice President & Chief Financial Officer | 2009–2013 | Oversaw financial reporting and compliance; industrials exposure |
| Lennox International, Inc. | Executive Vice President & Chief Financial Officer | 2004–2009 | Financial leadership across manufacturing operations |
| Air Products and Chemicals, Inc. | Director | 2011–2021 | Board service in industrial gases; governance oversight |
| Pursuit Aerospace | Board Experience | Not disclosed in proxy | Board experience (private) |
External Roles
| Company | Role | Committees/Impact |
|---|---|---|
| Amcor plc | Director (public company) | Committee assignments not disclosed in proxy |
| Stanley Black & Decker, Inc. | Director (public company) | Committee assignments not disclosed in proxy; ON reviewed transactions with SBD for independence (none required RPT disclosure) |
Board Governance
- Independence: Board affirmatively determined all non-employee directors (including Carter) are independent under Nasdaq and SEC rules; all Audit, HCC, and GS committees are fully independent .
- Committee roles: Audit Committee Chair; Governance & Sustainability Committee member .
- Audit Committee expertise and activity: Carter is identified as an “audit committee financial expert”; Audit Committee met 10 times in 2024 .
- Board & attendance: Board met six times in 2024; each director attended at least 75% of Board/committee meetings and all directors attended the 2024 annual meeting .
- Audit Committee report: Submitted and signed by Susan K. Carter as Chair (oversight of financial reporting, auditor independence, controls) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base annual cash retainer | $95,000 (schedule, effective 5/16/2024) | Increased by $15,000 in May 2024 |
| Audit Committee Chair retainer | $35,000 (schedule) | Carter is Audit Chair |
| Governance & Sustainability Committee member retainer | $7,500 (schedule) | Carter is GS member |
| Fees earned or paid in cash (actual 2024) | $131,896 | Reflects prorating and schedule changes during 2024 |
- No meeting fees, no perquisites; reasonable expense reimbursement only .
- Director compensation overseen by HCC; FW Cook reviewed program and was deemed independent .
Performance Compensation
| Grant Type | Grant Date | Grant-Date Fair Value | Shares/Units | Vesting |
|---|---|---|---|---|
| Annual director restricted stock/RSU | May 16, 2024 | $225,059 | 3,083 shares/units (held as of 12/31/2024) | Vests day prior to 2025 annual meeting, service-based |
- Program design: Annual equity awards targeted at $225,000; number of shares determined by grant-date closing price; time-based vest; directors may elect stock in lieu of cash and/or defer shares under the Non-Employee Director Stock Election and Deferral Plan .
- Compensation mix (2024): Cash $131,896; equity $225,059; equity was the majority of her compensation .
- No performance metrics apply to director equity awards (time-based vesting only) .
Other Directorships & Interlocks
| Relationship | Detail | Independence/Conflict Review |
|---|---|---|
| Onsemi commercial transactions with entities linked to directors | Reviewed transactions in 2024 with Fujitsu, Itron, Sierra Wireless, Stanley Black & Decker, and the Semiconductor Industry Association | All at arm’s length; none required related party disclosure; independence affirmed |
| Public company board roles (Carter) | Amcor plc; Stanley Black & Decker, Inc. | Board independence maintained; committee independence confirmed for ON committees |
Expertise & Qualifications
- Public company CFO experience (Ingersoll Rand/Trane, KBR, Lennox) and extensive financial reporting and regulatory compliance expertise .
- Industry experience across manufacturing, automotive, aerospace, defense, engineering & construction; M&A, investor relations, IT, capital management, government relations, ESG .
- Designated “audit committee financial expert” under SEC rules .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (common stock) | 18,598 shares; less than 1% of outstanding |
| Restricted stock/RSUs scheduled to vest | 3,083 shares/units (included in total) |
| Shares outstanding (record date) | 422,049,434 |
| Hedging/pledging | Prohibited for insiders (directors) under Insider Trading Policy |
| Stock ownership guideline (directors) | Minimum 5x base annual cash retainer within five years of joining Board |
| Compliance status (as of record date) | All non-employee directors either compliant or within 5-year grace period |
Governance Assessment
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Strengths: Audit Committee Chair with “financial expert” designation overseeing auditor independence, internal controls, and ERM; strong CFO background enhances board effectiveness in financial oversight .
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Independence and attendance: Board affirmed independence; all directors met ≥75% attendance and attended the annual meeting, supporting engagement .
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Alignment: Robust director ownership guideline (5x base retainer) and prohibition on hedging/pledging; equity is the majority of her compensation, supporting skin-in-the-game .
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Compensation structure: No perquisites; transparent mix of cash retainers with modest chair/member differentials; equity grants unchanged YoY at $225k target, indicating stability in director pay design .
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Conflicts: ON reviewed transactions linked to directors (including Stanley Black & Decker) and found none requiring related-party disclosure; Audit Committee explicitly oversees related-party transactions, mitigating risk .
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RED FLAGS: None disclosed related to Carter. Note that director equity awards are time-based rather than performance-based; however, ownership requirements and equity-heavy mix partially address alignment .