Sandeep Nayyar
About Sandeep Nayyar
Independent Class I director (since 2014) with deep finance and audit oversight credentials; currently Vice President and CFO of Power Integrations, Inc. (2010–present). Age 65; B.Com, University of Delhi; Certified Public Accountant. Tenure on PENG’s board runs through the 2027 annual meeting; the Board has determined he is independent under Nasdaq/SEC standards .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Power Integrations, Inc. | Vice President & Chief Financial Officer | 2010–present | Public-company CFO; complex semiconductor operations and controls |
| Applied Biosystems, Inc. | Vice President, Finance | 2001–2009 | Life sciences manufacturer; senior finance leadership |
| Quantum Corporation | Senior finance roles incl. VP Finance | 1990–2001 | Storage industry finance leadership |
| Ernst & Young LLP | Audit Manager | 1986–1990 | Public accounting foundation; CPA |
External Roles
- No additional public-company directorships for Mr. Nayyar are disclosed in the proxy; biography highlights operating roles (CFO) and prior executive/finance positions rather than board seats .
Board Governance
- Committee assignments: Audit Committee Chair; not listed as a member of Compensation, NCG, or Cybersecurity committees .
- Audit expertise: The Board designated Audit Committee members (including Mr. Nayyar) as “audit committee financial experts” and independent under Nasdaq/Exchange Act rules .
- Independence: Board determined independence for all directors other than the CEO (Mark Adams) and SKT designee Min Yong Ha; Mr. Nayyar is independent .
- Attendance and engagement: Board held 13 meetings in FY2024; each then‑serving director attended at least 75% of aggregate Board and committee meetings; independent/non‑executive directors meet regularly in executive session .
- Board leadership: Independent Chair of the Board (Penelope Herscher); CEO and Chair roles separated .
Fixed Compensation (Director)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (member) | $60,000 | Paid quarterly; no per‑meeting fees |
| Annual cash retainer (Board Chair) | $110,000 | Inclusive of member retainer |
| Committee chair retainers | Audit $30,000; Comp $20,000; NCG $15,000; Cyber $15,000 | Inclusive of member fee |
| Committee member retainers | Audit $10,000; Comp $7,500; NCG $5,000; Cyber $5,000 | |
| FY2024 actual – S. Nayyar | Fees: $90,000; Stock awards (grant‑date FV): $155,860; Total: $245,860 | Director comp table |
Performance Compensation (Director equity)
| Equity element | Grant value/structure | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (independent directors) | ~ $150,000 grant‑date value | Vests in full on first anniversary (or earlier at next AGM when term expires) | Granted first Friday after AGM; full vest on next AGM cadence |
| S. Nayyar – FY2024 equity | Stock awards (grant‑date FV): $155,860 | As per program above | Outstanding RSUs (FY-end 2024): 6,821 |
Expertise & Qualifications
- Financial expert: Public-company CFO with extensive audit, controls, and capital allocation experience; designated Audit Committee financial expert .
- Industry breadth: Semiconductors (Power Integrations, Quantum), life sciences (Applied Biosystems), and Big Four audit background; CPA .
Equity Ownership (Alignment)
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 20,165 shares |
| Shares outstanding (record date) | 53,343,996 shares |
| Ownership as % of SO | ~0.04% (20,165 / 53,343,996; approximate, based on figures cited) |
| Unvested RSUs outstanding (FY-end 2024) | 6,821 RSUs |
| Stock ownership guidelines (directors) | 5x annual cash Board member retainer; compliance by later of Mar 31, 2026 or five years from appointment; all covered directors in compliance or within transition period |
| Hedging/pledging policy | Prohibits hedging and pledging by directors and executive officers |
Related-Party Transactions and Conflicts
- No related‑person transactions involving Mr. Nayyar were disclosed for FY2024; the only highlighted related party matter was the SK Telecom (SKT) $200M preferred investment and board designee (Min Yong Ha) .
- Audit Committee reviews and must approve related person transactions under a formal policy; Code requires disclosure of potential conflicts .
Governance Assessment
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Strengths
- Independent Audit Chair with CPA/public‑company CFO experience; designated audit financial expert—a strong signal for financial reporting oversight .
- Robust director ownership expectations (5x cash retainer) and explicit anti‑hedging/anti‑pledging policy support alignment with shareholders .
- Documented attendance threshold (≥75%) and regular executive sessions indicate active, independent oversight .
-
Watch items / potential risks
- None apparent specific to Mr. Nayyar from FY2024 disclosures; continue to monitor any future related‑party transactions and equity award changes to ensure alignment –.
- Overall board compensation and shareholder sentiment appear supportive (Say‑on‑Pay approval 97.8% in 2024), though this pertains to NEO pay; still a positive governance signal .