Thomas Deitrich
ON SEMICONDUCTORAbout Thomas L. Deitrich
Thomas L. Deitrich is 58 and has served as an independent director of onsemi since 2020. He is President and Chief Executive Officer of Itron, Inc., and previously held senior leadership roles at Freescale Semiconductor, bringing deep experience in product management, R&D, supply chain, business development and sales across semiconductor and industrial markets, with material M&A and global execution credentials . The Board has affirmatively determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Itron, Inc. | President & CEO; Director | 2019–Present; CEO since 2019 | Leads publicly held technology company; strategic and operational oversight |
| Itron, Inc. | Chief Operating Officer | 2015–2019 | Scaled product/R&D, supply chain, and sales execution |
| Freescale Semiconductor, Inc. | SVP & GM | 2006–2015 | General management across semis, extensive M&A/global exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Itron, Inc. (public) | Director | 2019–Present | Current public company directorship |
| National Electrical Manufacturers Association | Board/Leadership | Not specified | Industry association, governance experience |
| Ferric, Inc. | Director | 2016–2020 | Private company board experience |
Board Governance
- Independence: Independent director; Audit, HCC, and GS committees composed entirely of independent directors .
- Committees and engagement: Member of Governance & Sustainability (GS) and Human Capital & Compensation (HCC) Committees; Board separates CEO and Chair roles to reinforce independence .
- Attendance: In 2024, the Board met 6 times and committees held 23 meetings; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity levels in 2024: Audit (10), GS (5), HCC (6), Executive (2) meetings .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Governance & Sustainability (GS) | Member | 5 | Oversees governance principles, board effectiveness, director nominations, ESG oversight |
| Human Capital & Compensation (HCC) | Member | 6 | Oversees exec/director pay, equity plans, succession and clawbacks; co-signed HCC report |
Fixed Compensation
| Year | Fees Earned (Cash) ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 105,495 | 225,059 | 330,554 |
Director fee schedule (effective May 16, 2024):
| Fee Type | Annual Amount ($) |
|---|---|
| Base Retainer (Non-Employee Director) | 95,000 |
| Chair of the Board | 145,000 |
| Audit Chair / Member | 35,000 / 15,000 |
| HCC Chair / Member | 25,000 / 10,000 |
| GS Chair / Member | 20,000 / 7,500 |
Additional structure:
- Annual equity award target value $225,000; granted May 16, 2024; vests on the day prior to the next annual meeting; directors may elect fully-vested shares in lieu of cash retainers and/or defer equity award receipt under the Non-Employee Director Stock Election and Deferral Plan .
- Stock ownership guideline: at least 5× base annual cash retainer within 5 years; as of record date, all non-employee directors were either in compliance or within grace period .
- No director perquisites beyond reimbursed reasonable expenses; no meeting fees disclosed; CEO director receives no additional pay for board service .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based metrics tied to director compensation | None disclosed; director equity awards are time-based restricted stock/RSUs vesting before the next annual meeting |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Notes |
|---|---|---|
| Itron, Inc. | CEO and Director | The Board reviewed transactions with Itron and other entities in 2024; none were deemed related party transactions requiring disclosure or impairing independence . |
- Related party policy requires Audit Committee or independent Board oversight for transactions >$120,000 with related parties; since Jan 1, 2024, no related party transactions required to be reported .
Expertise & Qualifications
- CEO of a publicly held technology company; extensive product management, R&D, supply chain, business development, and sales leadership .
- Deep experience in semiconductor and industrial markets; significant M&A and global experience .
Equity Ownership
Beneficial ownership (record date March 18, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Thomas L. Deitrich | 19,020 | <1% | Includes 3,083 restricted shares scheduled to vest prior to the annual meeting ; 422,049,434 shares outstanding |
Insider trades (Form 4):
| Transaction Date | Filing Date | Type | Shares Transacted | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-15 | 2025-05-16 | Award (A) | 5,054 | 0 | 24,074 | https://www.sec.gov/Archives/edgar/data/1097864/000122520825005227/0001225208-25-005227-index.htm |
| 2024-05-16 | 2024-05-17 | Award (A) | 3,083 | 0 | 19,020 | https://www.sec.gov/Archives/edgar/data/1097864/000122520824006211/0001225208-24-006211-index.htm |
Alignment policies:
- Robust stock ownership guidelines for directors; hedging and pledging of company stock prohibited for directors and other insiders .
Governance Assessment
- Board effectiveness: Independent chair, annual self-evaluations, proxy access, majority voting, and strong risk oversight (including cybersecurity) support investor confidence .
- Independence and conflicts: Deitrich is independent; Board reviewed transactions with Itron and found no related party exposure; independence not impaired .
- Attendance and engagement: Each director met at least the 75% threshold; committee activity was robust; Deitrich serves on GS and HCC, directly shaping governance and pay decisions .
- Director compensation and alignment: Balanced cash retainer and annual equity award with vesting into next annual meeting; optional stock-in-lieu and deferral plan enhances alignment; clear ownership guideline (5× base retainer) .
- Say-on-pay backdrop: 92% approval on 2024 executive say-on-pay suggests broad shareholder support for compensation governance; positive signal for overall pay practices .
- RED FLAGS: None disclosed specific to Deitrich. No hedging/pledging, no tax gross-ups, no related-party transactions reported, and strong independence controls mitigate conflict risk .