Nancy Erba
PDF SOLUTIONSAbout Nancy Erba
Independent director of PDF Solutions since 2019; age 58; current Audit Committee Chair and designated “audit committee financial expert.” Career finance leader in semiconductors and technology; presently CFO of Infinera Corporation (a Nokia subsidiary since February 2025), previously CFO of Immersion and senior roles at Seagate (2003–2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infinera Corporation (Nokia subsidiary) | Chief Financial Officer | 2019–present | CFO experience informs audit oversight; continuous public-company finance leadership |
| Immersion Corporation | Chief Financial Officer | 2016–2019 | Led finance; relevant to compensation, controls, and reporting |
| Seagate Technology | Finance, Business Ops, Corporate Development roles | 2003–2015 | Built and led best-in-class finance and operations organizations |
External Roles
| Entity | Role | Public Company Board? | Notes |
|---|---|---|---|
| Infinera Corporation | CFO | Not disclosed | Infinera became a wholly-owned subsidiary of Nokia in Feb 2025 |
| Other public company directorships | — | None disclosed | No other public company board roles listed for Ms. Erba |
Board Governance
- Independence: Board determined Ms. Erba is independent under Nasdaq and SEC rules; Audit Committee members meet enhanced independence requirements .
- Committee assignments: Audit Committee Chair; also an “audit committee financial expert” alongside Mr. Bronson .
- Board structure: 6 of 8 directors are independent; Lead Independent Director structure in place (Bronson) with robust responsibilities and regular executive sessions of independent directors .
- Attendance: Audit Committee held 5 meetings in 2024 with 100% average attendance; all directors attended at least 75% of Board/committee meetings; 2024 average Board/committee attendance was 98%; all eight directors attended the 2024 annual meeting .
| Governance Item | Status/Detail |
|---|---|
| Independence status | Independent director; Audit Committee member meets Rule 10A-3 |
| Committee roles | Audit Committee Chair; Audit financial expert |
| 2024 Audit Committee meetings | 5 (100% average attendance) |
| 2024 Board/committee attendance | ≥75% for each director; 98% average |
| Executive sessions | Regular executive sessions of independent directors at quarterly meetings |
Fixed Compensation
| Element | Amount/Detail | Vesting/Timing |
|---|---|---|
| Annual cash retainer | $40,000 | Paid quarterly, pro-rated if partial periods |
| Audit Committee Chair retainer | $15,000 | Paid quarterly |
| Total 2024 cash fees (Erba) | $55,000 | Fees earned/paid in cash for 2024 |
| Annual equity grant (RSUs) | Target $150,000 | 1/12 at grant effective date; 1/12 monthly thereafter over 1 year |
| 2024 RSU grant detail (Erba) | Stock awards $156,613; 4,382 RSUs granted 7/1/2024 | Annual grant; monthly vest |
| Unvested RSUs at 12/31/2024 | 2,190 RSUs (Erba) | Remaining unvested as of year-end 2024 |
Notes:
- 2025 planned non-employee director RSUs aggregate: $900,000 for the group following annual meeting (number of units determinable at grant) .
- No stock options outstanding for non-employee directors at 12/31/2024 .
Performance Compensation
| Performance-Based Component | Disclosure | Metrics/Targets |
|---|---|---|
| Director performance equity/bonuses | None disclosed | Annual director RSUs are time-based; no performance metrics tied to director compensation |
Other Directorships & Interlocks
| Potential Interlock | Disclosure | Conflict Assessment |
|---|---|---|
| CFO role at Infinera (Nokia subsidiary) | Disclosed as current employment | No related-party transactions disclosed for 2024; Board affirmed independence for Ms. Erba |
Expertise & Qualifications
- Audit committee financial expert with GAAP, financial reporting, and internal control expertise .
- Executive leadership across finance, operations, corporate development in global tech companies; relevant industry and technology/innovation background .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 35,693 shares | Includes 730 shares issuable upon RSU vesting within 60 days after 4/21/2025 |
| Percent of class | <1% | As indicated by “*” less than 1% |
| Unvested RSUs (12/31/2024) | 2,190 shares | Outstanding and unvested RSUs at year-end 2024 |
| Shares issuable within 60 days | 730 RSUs | Included in beneficial ownership |
| Director stock ownership guideline | ≥5x regular cash Board retainer | Calculated annually; unvested/unexercised awards excluded |
| Guideline compliance status | Satisfied or within allowed timeframe | As of 4/21/2025, all non-employee directors satisfied or had time remaining |
| Pledging/Hedging | Not disclosed | No pledging/hedging disclosure; plan prohibits transfer for value of awards without stockholder approval |
Governance Assessment
- Strengths:
- Independent Audit Committee Chair with audit financial expert designation; Audit Committee attendance at 100% in 2024 .
- Robust governance framework: Lead Independent Director charter, majority independent board, regular executive sessions, stock ownership guidelines for directors and officers .
- Clawback/compensation recovery policy updated to apply to all equity (time-based and performance-based) and align with Nasdaq rules; awards subject to clawback under the 2011 Plan amendments .
- No related-party transactions in 2024 and explicit Related Party Transactions Policy overseen by Audit Committee .
- Considerations/Red Flags:
- Change-in-control acceleration agreements for non-employee directors (including Ms. Erba) provide full vesting upon a change in control—effectively single-trigger for directors—even though the stock plan itself states no single-trigger acceleration unless awards are not assumed or upon post-CIC termination; investors may scrutinize alignment and optics .
- Dual responsibilities as CFO of Infinera and Audit Chair at PDFS increase workload; however, Board overboarding policy is in place and directors were determined compliant for 2025; no audit committee “overboarding” breach disclosed .
- Beneficial ownership is <1%; mitigated by strict stock ownership guideline (≥5x retainer) and compliance status .
Overall, Ms. Erba’s finance leadership and audit expertise enhance board effectiveness. Absence of related-party transactions and strong committee independence support investor confidence, while CIC full vesting for directors warrants monitoring for governance best-practice alignment .