Joseph Bronson
PDF SOLUTIONSAbout Joseph R. Bronson
Joseph R. Bronson, age 76, is PDF Solutions’ Lead Independent Director (initially elected January 2019; re‑elected June 2024) and has served on the Board since 2014. He chairs the Nominating & Corporate Governance (NCG) Committee and is a member of the Audit Committee; the Board has designated him an “audit committee financial expert.” Bronson’s background spans senior finance and operating roles in semiconductors and electronics manufacturing and advisory roles in investment banking, supporting his oversight of audit, risk, and board governance at PDF Solutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bronson Group, LLC | Principal & CEO | Since 2011 | Independent advisory leadership |
| Cowen & Co. | Managing Director & Strategic Advisor | 2017–2021 | Strategic advisory experience |
| GCA Savvian, LLC | Advisory Director | 2011–2014 | Advisory director role |
| Silicon Valley Technology Corporation | Chief Executive Officer | 2009–2010 | CEO leadership |
| Sanmina‑SCI | President & COO | 2007–2008 | Large‑scale operations leadership |
| FormFactor, Inc. | President & Co‑CEO | 2004–2007 | Public company C‑suite leadership |
| Applied Materials, Inc. | Senior executive incl. CFO & CAO; member, Office of the President | 1984–2004 | Deep finance/operations; industry expertise |
| GraphAudio, Inc. | Chair, Board of Directors | 2021–2023 | Board leadership |
| Sanmina‑SCI | Director | 2007–2009 | Public board experience |
External Roles
| Company/Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Zircon Corporation | Director | Since 2024 | Other public company directorship (last 5 years) |
| Maxim Integrated Products, Inc. | Director | 2007–2021 | Other public company directorship (historical) |
| Jacobs Solutions Inc. (f/k/a Jacobs Engineering Group Inc.) | Director | 2004–2021 | Other public company directorship (historical) |
Board Governance
- Roles and independence
- Lead Independent Director with defined chartered responsibilities (agenda setting, executive sessions, CEO evaluation; liaison with management) .
- Committee assignments: NCG Chair; Audit Committee member; designated “audit committee financial expert.” Independent under Nasdaq/SEC rules .
- Attendance and effectiveness
- Board met 6 times in 2024; committees met 15 times. All directors attended ≥75% of their meetings; average Board/committee attendance 98%. Audit/NCG committee member attendance averaged 100% in 2024 .
- Structure and practices
- Separate CEO and Board Chair (Chair position currently vacant); LID structure in place since 2018 with robust authority .
- Regular executive sessions of independent directors at quarterly Board and committee meetings .
- Overboarding policy: ordinarily ≤3 other public boards (≤1 for employee directors); Board confirms director compliance for 2025 renominations .
| 2024 Governance Activity | Metric | Note |
|---|---|---|
| Board meetings | 6 | All directors ≥75% attendance; avg. 98% |
| Committee meetings (total) | 15 | Audit 5; NCG 3; CHCM 7; avg. 100% attendance per committee |
| Annual meeting attendance (2024) | 8/8 directors | In person or by phone |
Fixed Compensation
| Component (Non‑Employee Directors, 2024) | Amount | Bronson’s Applicable Elements | Resulting Cash |
|---|---|---|---|
| Annual cash retainer | $40,000 | Yes (director) | $40,000 |
| Lead Independent Director cash retainer | $20,000 | Yes (LID) | $20,000 |
| Audit Committee fees | $7,500 member / $15,000 chair | Member | $7,500 |
| NCG Committee fees | $4,000 member / $8,000 chair | Chair | $8,000 |
| Total cash (2024 actual) | — | — | $75,500 |
- 2024 director compensation paid: Cash $75,500; Stock awards (RSUs) $156,613; Total $232,113 .
- Director stock ownership guideline: ≥5x regular cash Board retainer; status: each non‑employee director has satisfied or still has time to meet requirements (as of Apr 21, 2025) .
Performance Compensation
| Equity Element | Grant/Date | Units or Value | Vesting | Change‑in‑Control (CIC) | Other Terms |
|---|---|---|---|---|---|
| Annual RSU grant (2024) | July 1, 2024 | Each non‑employee director received 4,382 RSUs; Bronson’s grant value reported at $156,613 | 1/12 at grant and monthly thereafter over 12 months (time‑based) | Director Acceleration Agreements: all director stock awards vest in full upon CIC (single‑trigger); separate from employee double‑trigger plan | |
| Dividends on unvested awards | — | — | Not paid until vesting | — | No dividends/dividend equivalents on unvested; none on options/SARs |
Notes: Director equity is time‑based (not performance‑based). Company maintains a Dodd‑Frank compliant clawback policy; awards subject to recovery per policy and Code of Ethics/corporate policies .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | Zircon Corporation (since 2024) |
| Prior public boards (selected) | Maxim Integrated Products, Inc. (2007–2021); Jacobs Solutions Inc. (2004–2021) |
| Compensation committee interlocks | Company discloses no CHCM interlocks; Bronson is not on CHCM |
| Overboarding status | Company confirms directors comply with policy limits for 2025 renominations |
Expertise & Qualifications
- Audit committee financial expert; extensive finance and accounting oversight for complex public companies .
- Senior operating experience (Applied Materials CFO/CAO; FormFactor President & Co‑CEO; Sanmina‑SCI President & COO) supporting strategy, operations, and risk oversight .
- Board leadership (Lead Independent Director) with responsibilities including agenda setting, executive sessions, committee structure evaluation, and CEO evaluation .
- Company biography cites “over 50 total years of audit committee chair experience” across roles, emphasizing deep governance experience .
Equity Ownership
| Ownership (as of April 21, 2025) | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 30,838 | Includes 730 RSUs vesting within 60 days |
| Percent of class | <1% | Based on 39,138,992 shares outstanding |
| Unvested RSUs at 12/31/2024 | 2,190 | Director outstanding/unvested; monthly vesting schedule |
| Ownership guidelines (directors) | ≥5x cash retainer | Directors satisfied or within compliance window |
| Hedging/pledging | Hedging/short sales prohibited; company recommends not margin or pledge | Insider Trading & Disclosure Policy prohibits short sales/hedging and recommends against margin/pledge |
Insider trading activity (Form 4): Not retrieved via available tools in this session. I searched for recent Form 4 filings specific to “Joseph R. Bronson” at PDF Solutions; if you’d like, I can pull and tabulate his recent transactions.
Governance Assessment
- Strengths
- Independent LID with robust authority and re‑election (June 2024); clear separation of CEO and chair roles .
- Audit Committee financial expert; deep finance/operations background across semis/electronics .
- High board effectiveness signals: 98% average attendance; committees at 100% attendance; all directors met ≥75% threshold .
- Strong shareholder alignment: director ownership guidelines; anti‑hedging; clawback policy; regular executive sessions; stockholder engagement with >60% of outstanding shares in 2024 .
- No related‑party transactions requiring disclosure in 2024 .
- Say‑on‑pay support >99% most recent vote (indicative of investor confidence in pay governance) .
- Watch items / potential red flags
- Director equity acceleration is single‑trigger on change in control via director Acceleration Agreements, which some investors view as less aligned than double‑trigger constructs .
- Chair role remains vacant (mitigated by LID structure and charter) .
Appendix: Committee & Attendance Detail (2024)
| Committee | Members (incl. Bronson) | Meetings | Attendance |
|---|---|---|---|
| Audit | Erba (Chair), Bronson, Gustafson | 5 | Avg. 100% |
| NCG | Bronson (Chair), Chan, Zhang | 3 | Avg. 100% |
| CHCM | Gustafson (Chair), Li, Zhang | 7 | Avg. 100% |
All directors attended the 2024 annual meeting; Board held six meetings in 2024; overall Board/committee average attendance was 98% .