Chi-Foon Chan
PDF SOLUTIONSAbout Chi-Foon Chan
Independent director of PDF Solutions (Class II), age 75, serving since 2023; currently a member of the Nominating & Corporate Governance (NCG) Committee. Former President, Co-CEO and director of Synopsys (2012–2022), previously COO (1998–2012), with earlier leadership roles at Intel (Senior Engineering Manager) and NEC Electronics (GM, Microprocessor Division). Brings deep EDA/semiconductor operating experience, Asia-Pacific expertise, and R&D/engineering background; the Board affirms his independence under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synopsys, Inc. | President, Co-CEO and Director | 2012–2022 | Senior executive leadership of a leading EDA firm; board service |
| Synopsys, Inc. | Chief Operating Officer | 1998–2012 | Enterprise-scale operations leadership |
| Intel Corporation | Senior Engineering Manager | N/A | Product/engineering leadership; industry network |
| NEC Electronics Corporation | General Manager, Microprocessor Division | N/A | Semiconductor product/business leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intel Corporation (TMFG Group) | Board of Advisors | Since 2022 | Advisory role; not a public company directorship |
| Synopsys, Inc. | Public company director (prior) | 2012–2022 | Outside board experience within last five years |
Board Governance
- Committee assignments: Member, NCG Committee; NCG members are independent; NCG held 3 meetings in 2024 with 100% average attendance .
- Independence and structure: 6 of 8 directors are independent; Board confirms Dr. Chan’s independence; separate CEO and Chair (Lead Independent Director fulfills chair duties) .
- Attendance: Board met 6 times; committees held 15 meetings in 2024; average board and committee attendance 98%; all incumbents attended ≥75% of their meetings .
- Tenure and term: Director since 2023; Class II term runs to the annual meeting following FY2026 (i.e., 2027) .
Fixed Compensation
| 2024 Director Cash Program | Amount | Evidence |
|---|---|---|
| Annual Board Retainer | $40,000 | |
| NCG Committee Member Retainer | $4,000 | |
| Total Cash Fees Paid to Chan (2024) | $44,000 |
- Meeting fees: Not used; compensation is retainer-based .
- Pay cadence: Cash retainers paid quarterly in advance (pro-rated as needed) .
Performance Compensation
| Equity Award Policy (Non-Employee Directors) | Detail | Evidence |
|---|---|---|
| Annual RSU Target (time-based) | $150,000; vests 1/12 at grant, then monthly over 1 year | |
| New Director RSU (one-time) | $300,000; vests 25% at grant, then annually over 3 years | |
| 2024 Grants to Chan | 9,668 RSUs (Jan 1, 2024 new director grant); 4,382 RSUs (July 1, 2024 annual grant) | |
| 2024 Grant-Date Fair Value to Chan | $467,342 |
- Vesting and clawback: RSUs are time-based; all awards are subject to the company’s Compensation Recovery (clawback) Policy and plan governance best practices (no dividends on unvested awards; no tax gross-ups; no option/SAR repricing without stockholder approval) .
- Change-in-control protection: PDF has director “Acceleration Agreements”—all stock awards granted or to be granted to Dr. Chan vest in full upon a change in control .
Other Directorships & Interlocks
| Company | Type | Period | Notes |
|---|---|---|---|
| Synopsys, Inc. | Public company (prior) | 2012–2022 | Only public directorship in past five years for Chan |
| TMFG Group at Intel | Advisory board | Since 2022 | Advisory, not a director role of a public issuer |
- Committee interlocks: None disclosed relating to compensation interlocks for Chan; proxy includes a general “Interlocks and Insider Participation” section, with no specific interlock issues attributed to him .
Expertise & Qualifications
- Senior EDA/semiconductor operator with >24 years top-level leadership at Synopsys; deep understanding of business, operations, technology strategy; Asia-Pacific expertise; significant R&D and engineering experience .
Equity Ownership
| Ownership (as of Apr 21, 2025) | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 9,216 | Includes 730 RSUs vesting within 60 days of Apr 21, 2025; <1% of shares outstanding |
| Unvested RSUs outstanding (12/31/2024) | 9,441 | Snapshot at 12/31/2024 |
| Stock ownership guideline | ≥5x annual cash retainer within 5 years of election/appointment | Directors either meet or have time to meet; assessed annually |
- Hedging/pledging policy: Insider Trading & Disclosure Policy prohibits short sales and hedging; recommends against pledging/margin; applies to directors .
Governance Assessment
Strengths
- Independence and committee role: Independent NCG member; NCG independence, 100% average attendance; Board independence (6/8) and strong oversight structures including a Lead Independent Director with defined authority .
- Engagement: Board and committee cadence with high attendance; all directors ≥75% participation .
- Pay structure and alignment: Director pay mixes modest cash with time-based equity; ownership guidelines require ≥5x retainer; board-level equity plan embeds best practices (no repricing, no tax gross-ups, no dividends on unvested awards) and clawback coverage .
- Shareholder sentiment: Most recent say‑on‑pay support >99%, indicating broad investor support for compensation governance (contextual governance signal) .
Potential concerns / watch items
- Single-trigger vesting on change in control for non-employee director equity (full acceleration) increases payout certainty irrespective of post‑deal service; investors often prefer double‑trigger constructs .
- Large initial new‑director equity grant ($300k nominal; 9,668 RSUs) in 2024 layered on top of annual grant may elevate first‑year equity overhang (offset by time‑based vesting and ownership guidelines) .
- No related‑party transactions disclosed for 2024; continue to monitor given prior executive ties to Synopsys and industry networks .
Overall, Chan adds seasoned EDA operating expertise and Asia-Pacific perspective to the NCG Committee with strong meeting participation and independence. Equity alignment policies and the clawback framework are positives; the single‑trigger CIC vesting for director awards is a notable, though disclosed, shareholder-protection consideration .