Brice Hill
Director at PCAR
Board
About Brice A. Hill
Brice A. Hill (age 58) is an independent director of PACCAR (since 2024) and a semiconductor industry finance/operator with 30+ years of experience; he is currently CFO of Applied Materials (since 2022), previously CFO of Xilinx (2020–2022) and held senior finance/operations posts over a 25-year Intel career; he began his career in finance at General Motors . He holds a B.A. in finance and economics from the University of Washington and an MBA from the University of Michigan . He is designated independent under Nasdaq rules; all directors met at least 75% attendance in 2024 and all attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel | CFO & COO, Technology, Systems and Core Engineering Group; other senior finance/operations roles | ~25 years | Large-scale finance/ops leadership in technology manufacturing |
| Xilinx | Chief Financial Officer | 2020–2022 | Public-company CFO experience during semiconductor cycle shift |
| General Motors | Finance | Early career | Foundational corporate finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Applied Materials | Chief Financial Officer | 2022–present | Large-cap semiconductor equipment leader; executive (not a director) |
Board Governance
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Independence and roles
- Status: Independent director (2024) .
- Committee assignments (2024): Audit Committee member; the Board designated all Audit Committee members as “financial experts” .
- Chair roles: None disclosed for Hill; Audit Committee chaired by R. C. McGeary (2024) .
- Lead Independent Director: M. A. Schulz (three-year term beginning Jan 2023) .
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Meetings and attendance
- Board meetings: 4 in 2024; each director attended ≥75% of combined Board/committee meetings; all directors attended the 2024 annual meeting .
- Audit Committee meetings: 6 in 2024; responsibilities include oversight of financial reporting, internal control, compliance, and cybersecurity risk; members have cybersecurity expertise .
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Governance policies and safeguards
- Hedging/pledging: Company prohibits directors and executive officers from hedging or pledging PACCAR stock .
- Related-party transactions: Audit Committee reviews/approves per policy; no Hill-related transactions disclosed in the proxy .
Fixed Compensation
| Component | Amount | Period/Effective Date | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | $76,250 | FY2024 | Hill joined July 1, 2024; fees prorated per program . |
| Annual Cash Retainer (non-employee directors) | $140,000 | Effective Oct 1, 2024 ($125,000 prior) | Paid quarterly . |
| Committee Member Retainer – Audit | $20,000 | Annual | Paid quarterly . |
| Committee Member Retainer – Comp and N&G | $15,000 | Annual | Paid quarterly . |
| Committee Chair Retainers | $25,000 (Audit); $17,500 (Comp; N&G) | Annual | Paid quarterly . |
| Lead Director Retainer | $40,000 | Effective Oct 1, 2024 ($30,000 prior) | Paid quarterly . |
Notes: Directors may defer cash fees into income or stock unit accounts under the RSDC Plan .
Performance Compensation
| Equity Element | 2024 Amount/Units | Vesting/Terms | Plan Features |
|---|---|---|---|
| Stock Awards (Grant-Date Fair Value) | $82,592 | Prorated 2024 grant (service from July 1, 2024) | Annual director equity award was $165,000 in 2024, increased to $175,000 effective Jan 1, 2025; restricted shares/RSUs vest after 3 years; new directors receive prorated awards; restricted shares have dividends and voting; RSUs receive dividend equivalents, no voting . |
| Unvested Restricted Shares (as of 12/31/2024) | 811 shares | 3-year vest (or upon retirement, death, disability) | Granted under RSDC Plan . |
Performance metrics: Director equity is time-based (no financial/ESG performance conditions) per Non-Employee Director Compensation Program .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| PCAR | Independent Director | Audit Committee member | None disclosed . |
| — | — | — | No other public-company directorships for Hill disclosed in PCAR’s proxy; Hill is CFO (executive) at Applied Materials . |
Related-party/transaction exposure: None disclosed for Hill; related-person transactions are reviewed/approved by the Audit Committee per policy .
Expertise & Qualifications
- Financial and operating expertise: Public-company CFO at Applied Materials and Xilinx; extensive Intel finance/operations leadership; started at GM; collectively 30+ years in finance, global operations, and strategy .
- Financial expert designation: As an Audit Committee member, Hill is designated an Audit Committee financial expert by the Board .
- Education: B.A. in finance & economics (University of Washington); MBA (University of Michigan) .
- Industry breadth: Semiconductors/equipment, high-volume manufacturing, corporate finance; exposure to automotive/manufacturing end-markets via GM and Intel roles .
Equity Ownership
| Ownership Detail | Amount | As Of | Notes |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 3,104 | March 4, 2025 | Beneficial ownership; “does not exceed 1%” of class . |
| Unvested Restricted Shares | 811 | Dec 31, 2024 | Director grant prorated; time-based vesting . |
- Director stock ownership guideline: 5× annual cash retainer (5-year compliance window from appointment). All non-employee directors with ≥5 years of service meet the guideline; Hill is within the 5-year ramp .
- Hedging/pledging: Prohibited for directors and executive officers .
Governance Assessment
Strengths
- Independence and oversight: Independent director serving on the Audit Committee; Board has designated all Audit members as financial experts; committee covers cybersecurity risk and reports regularly to the Board .
- Attendance and engagement: Board met four times in 2024; all directors met ≥75% attendance and attended the annual meeting, suggesting baseline engagement; Audit met six times .
- Pay alignment and structure: Director pay mix balances cash retainers with multi-year, time-vested equity; equity award level increased to $175,000 for 2025, maintaining alignment via ownership; deferral flexibility supports long-term alignment .
- Risk safeguards: Prohibition on hedging/pledging; formal related-person transaction review by Audit Committee .
Watch items / potential risks
- Ownership ramp: As a mid-2024 appointee, Hill’s current reported holdings are modest (3,104 shares) but consistent with early tenure and the 5-year guideline window; monitor progression toward the 5× retainer threshold .
- External executive role: Active CFO of Applied Materials; no conflicts disclosed, but governance teams should continue to monitor for any related-party transactions or interlocks; PCAR’s policy requires Audit Committee review if any arise .
No RED FLAGS identified in the proxy relating to conflicts, related-party transactions, hedging/pledging, attendance shortfalls, or director pay anomalies for Brice Hill .