Bala Iyer
POWER INTEGRATIONSAbout Bala Iyer
Balakrishnan S. Iyer, age 68, has been a director of Power Integrations since February 2004 and has served as Lead Independent Director since May 2023; he is an experienced audit chair and financial expert with deep semiconductor and corporate finance credentials (Wharton MBA; prior CFO) . The Board has affirmatively determined he is independent under Nasdaq standards, and seven of eight current directors are independent . Mr. Iyer’s background includes CFO tenure at Conexant Systems, extensive M&A/financing oversight (>100 acquisitions/divestitures; >$10B financing), and prior finance/engineering roles at AMD, Cypress, VLSI Technology, and National Semiconductor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conexant Systems | SVP & Chief Financial Officer | Until 2003 (served five years) | Led finance, IR, strategy; raised $1B; >12 acquisitions totaling >$2B; led restructuring to fabless model |
| VLSI Technology | SVP & CFO | Prior to Conexant | Senior finance leadership |
| Advanced Micro Devices | Finance roles | Earlier career | Finance roles |
| Cypress Semiconductor | Finance roles | Earlier career | Finance roles |
| National Semiconductor | Engineering roles | Earlier career | Engineering roles |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Clarivate Plc | Director | Until Dec 2022 | Public company board |
| Skyworks Solutions | Director | Until May 2020 | Chair of audit and nominating committees (prior service) |
| IHS Inc. / IHS Markit | Director | IHS chair of audit committee 2003–Jul 2016; IHS Markit until Apr 2019 | Led public-company readiness incl. SOX 404; audit chair |
| QLogic | Director | Until Aug 2016 (acquired) | Audit committee chair |
| Life Technologies | Director | Until 2014 (acquired) | Chair of audit and nominating committees |
| Overture Systems | Director | Prior to sale to Yahoo | Director |
| Conexant Systems | Director | Prior to acquisition by Golden Gate Capital | Governance & nominating chair |
| Churchill Capital Corp (SPAC) | Director | Until May 2019 (merged with Clarivate) | Director |
| Cato Supply (private) | Chairman of the Board | Joined Dec 2024 | Early-stage private company (healthcare supply chain) |
| Forum for Corporate Directors | Director | Current | Corporate governance organization |
| NACD Pacific Southwest Chapter | Advisory Board | Current | Advisory role |
| CSU Fullerton Center for Corporate Reporting & Governance | Advisory Board | Current | Advisory role |
Board Governance
- Lead Independent Director: Empowered to preside over executive sessions, act as liaison with the Chair/CEO, coordinate independent directors, influence agendas, and engage with major stockholders upon request—intended to balance combined CEO/Chair structure .
- Independence: All directors except the CEO are independent under Nasdaq standards .
- Audit Committee Financial Expert: Iyer (and Vig) designated as “audit committee financial expert” per SEC rules .
- Board & Committee Meetings/Attendance: Board met 7 times in 2024; all directors attended at least 75% of Board and committee meetings; committees held the meetings below .
| Committee (2024) | Membership | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit | Balakrishnan S. Iyer; Anita Ganti; Ravi Vig | Balakrishnan S. Iyer | 5 |
| Compensation | Wendy Arienzo; Nicholas E. Brathwaite; Nancy Gioia | Wendy Arienzo | 6 |
| Nominating & Governance | Wendy Arienzo; Nicholas E. Brathwaite; Balakrishnan S. Iyer | Nicholas E. Brathwaite | 4 |
- Audit Committee Report: As Chair, Mr. Iyer led oversight of 2024 audit, auditor independence, and recommended inclusion of audited financials in the 2024 10-K .
Fixed Compensation
- 2024 cash policy (per quarter): Board retainer $11,250; Lead Independent Director add’l $7,500; Committee chairs—Audit $5,000, Compensation $3,750, Nominating & Governance $2,500; Committee members—Audit $2,500, Compensation $2,000, Nominating & Governance $1,250; no per-meeting fees .
- Effective July 1, 2025 changes: Board retainer to $15,000/quarter; Lead Independent Director add’l $7,500; Committee chairs—Audit $6,250, Compensation $5,000, Nominating & Governance $2,500; Committee members—Audit $2,500, Compensation $2,250, Nominating & Governance $1,250; Lead Director – Cybersecurity $1,875/quarter .
- Director compensation targeted to market median after Aon review; expected 2025 range $252,500–$310,000 (subject to roles) .
| 2024 Director Compensation (Actual) | Fees Earned (Cash) | RSU Awards (Grant-date FV) | Total |
|---|---|---|---|
| Balakrishnan S. Iyer | $100,000 | $119,936 | $219,936 |
| Cash Fee Schedule | 2024 (per quarter) | Effective Jul 1, 2025 (per quarter) |
|---|---|---|
| Board Retainer | $11,250 | $15,000 |
| Lead Independent Director add’l | $7,500 | $7,500 |
| Audit Chair | $5,000 | $6,250 |
| Compensation Chair | $3,750 | $5,000 |
| N&G Chair | $2,500 | $2,500 |
| Audit Member | $2,500 | $2,500 |
| Compensation Member | $2,000 | $2,250 |
| N&G Member | $1,250 | $1,250 |
| Lead Director – Cybersecurity | — | $1,875 |
Performance Compensation
- Annual director equity: Time-based RSUs only (no performance metrics); vest in full immediately prior to the next annual meeting, contingent on continued service; grants typically on first trading day of July .
- 2024 grant value: $120,000 RSU grant-date fair value (each non-employee director) .
- Proposed 2025 change (subject to approval of Amended 2016 Plan): increase annual director RSU grant to $200,000; if not approved, remains $120,000 .
| Director Equity Program | 2024 | 2025 (if Amended 2016 Plan approved) | Vesting |
|---|---|---|---|
| Annual Non-Employee Director RSUs | $120,000 grant-date FV | $200,000 grant-date FV | 100% vests immediately prior to next annual meeting |
No options, PSUs/PRSUs, or performance-linked metrics apply to non-employee director equity; RSU fair value is determined under ASC 718 .
Other Directorships & Interlocks
| Company | Current? | Interlock/Conflict Note |
|---|---|---|
| Clarivate Plc | No (ended Dec 2022) | None disclosed with POWI |
| Skyworks Solutions | No (ended May 2020) | None disclosed with POWI |
| IHS / IHS Markit | No (audit chair through Jul 2016; director until Apr 2019) | None disclosed with POWI |
| QLogic; Life Technologies; Conexant; Overture; Churchill Capital Corp | No | None disclosed with POWI |
- Compensation Committee interlocks: The Compensation Committee comprises Arienzo, Brathwaite, and Gioia; none are or have been officers; no cross-board compensation interlocks disclosed .
- Related-party transactions (FY2024): None involving Mr. Iyer; disclosed items involved the CEO’s son and a supplier relationship tied to another director’s family; Audit Committee oversees related-person transaction review .
Expertise & Qualifications
- Education: B.S. Mechanical Engineering (IIT), M.S. Industrial Engineering (UC Berkeley), MBA Finance (Wharton) .
- Recognitions: Designated audit committee financial expert by the Board .
- Strategic/transactional: Oversaw >100 acquisitions/divestitures (> $50B aggregate value) and >$10B in equity/debt financing across board roles; led Conexant’s strategic restructuring to fabless model .
- Board skills matrix: Semiconductor/electronics, engineering, public-company leadership, corporate finance/accounting among competencies attributed to Mr. Iyer .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 20,708 shares; less than 1% of outstanding |
| Unvested RSUs (as of 12/31/2024) | 1,721 units (each listed non-employee director) |
| RSUs vesting within 60 days of 3/17/2025 (footnote) | Includes 1,721 shares issuable upon RSU vesting |
| Board stock ownership guideline | Directors should own ≥3x annual cash retainer after 3 years; all directors currently comply |
| Hedging/short transactions policy | Directors prohibited from short sales, options, hedging, or other speculative transactions in company stock |
Governance Assessment
Strengths
- Independence and oversight: Long-tenured independent director, Lead Independent Director with robust authorities balancing combined CEO/Chair structure; Audit Committee Chair and SEC-defined financial expert enhance financial reporting oversight .
- Engagement: Committees active (5/6/4 meetings in 2024) and Board attendance threshold met by all directors (≥75%) .
- Alignment: Director equity is time-based RSUs; Board ownership guideline (3x cash retainer) with full compliance; anti-hedging policy in place .
- No Iyer-specific conflicts: No related-party transactions involving Mr. Iyer disclosed for FY2024; related-party review governed by Audit Committee .
Watch items / potential red flags (context)
- Tenure: Service since 2004 may raise routine refresh/independence-perception questions despite formal independence designation .
- Board structure: Combined CEO/Chair persists (Board recommends against separation proposal), though the Lead Independent Director role mitigates and CEO transition is in process .
- Director pay trajectory: 2025 proposal increases director compensation toward median and raises maximum annual director pay limit under the plan from $300,000 to $750,000 (market median limit), which may attract scrutiny; the committee states no intent to grant at the cap .
Overall, Mr. Iyer’s audit leadership, financial expertise, and independent role are positives for investor confidence; no personal conflicts disclosed, and ownership/hedging policies support alignment .