Clifford Walker
POWER INTEGRATIONSAbout Clifford Walker
Clifford Walker is Vice President, Corporate Development at Power Integrations (POWI), a role he has held since June 1995; he is 73 as of January 31, 2025 and serves at the discretion of the board . Education is not disclosed in the company’s 10-K or proxy. Company performance context during 2020–2024: net revenues were $488.3M (2020), $703.3M (2021), $651.1M (2022), $444.5M (2023), and $419.0M (2024); net income was $71.2M (2020), $164.4M (2021), $170.9M (2022), $55.7M (2023), and $32.2M (2024); a $100 investment TSR proxy was $166.78 (2020), $190.35 (2021), $148.28 (2022), $171.35 (2023), and $130.27 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Power Integrations | Vice President, Corporate Development | Jun 1995–present | Long-standing leadership in corporate development and strategic initiatives . |
| Reach Software Corporation | Vice President | Sep 1994–Jun 1995 | Senior operating role in software; precedes transition to POWI . |
| Morgan Walker International | President | Dec 1993–Sep 1994 | Led consulting operations; executive management experience . |
External Roles
No public-company directorships or external board roles disclosed for Mr. Walker in the 10-K or proxy .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Base Salary | 394,288 | 2024 named executive officer (NEO) salary. |
| Cash Bonus | — | POWI uses PSUs in lieu of annual cash bonuses for executive officers . |
| All Other Compensation | 15,289 | Includes company 401(k) match and life-insurance; program generally available . |
| Total (Cash + Other) | 409,577 | Sum of salary and other comp . |
Performance Compensation
| Program | Metric | Weight at Target | 2024 Target | 2024 Actual | Payout Factor | Vesting Timing |
|---|---|---|---|---|---|---|
| Annual PSUs (2024 Plan) | Net revenues (Absolute/Relative) | 30% | $460M or Index AGR equal | Relative measure achieved → ~12% of target | ~12% of target for revenue component | Vested upon 10-K filing in Feb 2025 . |
| Annual PSUs (2024 Plan) | Non-GAAP operating income | 30% | $67.9M | $54.0M actual → none vested | 0% for this component | Vested upon 10-K filing in Feb 2025 . |
| Annual PSUs (2024 Plan) | Strategic goals (six goals) | 40% | Defined portfolio (2–20% each) | Achieved at ~190% of target | ~190% for this component | Vested upon 10-K filing in Feb 2025 . |
| Annual PSUs (2024 Plan) | Total PSU payout (weighted) | — | — | — | ~80% of target (overall PSUs) | Shares issued Feb 2025 . |
| Long-term PRSUs (2024 grant) | Revenue CAGR Absolute/Relative (2024–2026) | — | Target and max thresholds set ex ante | In-progress (vest in early 2027) | 0–200% of target | Vests early 2027 upon committee determination . |
| Time-based RSUs (2024 grant) | Service | — | 25% per year | Initial vest 2/1/2025 | N/A | Annual on grant anniversaries . |
2024 Equity Grants (Grant date: 4/1/2024)
| Award Type | Threshold | Target | Maximum | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Annual PSUs (short-term) | 0 | 3,400 | 6,800 | 238,289 |
| Long-term PRSUs (three-year) | 0 | 3,900 | 7,800 | 267,223 |
| Time-based RSUs (four-year) | — | 11,700 | — | 792,554 |
Outstanding Equity Awards (as of 12/31/2024)
| Type | Grant Date | Units Not Vested | Market Value at 12/31/2024 ($61.70/sh) | Vesting Schedule / Notes |
|---|---|---|---|---|
| RSUs | Apr 1, 2018 | 3,000 | 185,100 | 12.5% per year from 4/1/2018 . |
| RSUs | Feb 1, 2021 | 1,575 | 97,178 | 25%/yr; full at 4th anniversary . |
| RSUs | Feb 2, 2022 | 3,600 | 222,120 | 25%/yr; full at 4th anniversary . |
| RSUs | Feb 9, 2023 | 6,975 | 430,358 | 25%/yr; full at 4th anniversary . |
| RSUs | Apr 1, 2024 | 11,700 | 721,890 | 25%/yr; initial vest 2/1/2025 . |
| PRSUs (2023 target) | 2023 | 3,100 | 191,270 | Vests with 2023–2025 revenue target on 10-K filing in 2026 . |
| PRSUs (2024 target) | 2024 | 3,900 | 240,630 | Vests with 2024–2026 targets on 10-K filing in 2027 . |
| PSUs (2024 earned) | 2024 | 2,704 | 166,837 | 2024 PSU payout; vested ~80% of target in Feb 2025 . |
Options: None of the named executive officers (including Walker) held stock options during fiscal 2024; POWI does not grant options/SARs .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Total beneficial ownership (shares) | 114,128; less than 1% of outstanding . |
| Unvested RSUs (company count as of 3/17/2025) | 31,725 . |
| Unvested PSUs/PRSUs (company count as of 3/17/2025) | 15,500 . |
- Executive officer stock-ownership guideline: none for executives other than CEO; executives’ compensation structure acts as functional equivalent via unvested equity .
- Hedging: Board policy prohibits short sales, derivatives, and hedging transactions by insiders at any time .
- Pledging: No pledging prohibition is disclosed; no pledging by Walker is disclosed in the proxy .
- Typical vesting months and potential selling windows: annual RSU vesting on grant anniversaries (e.g., initial vest for 2024 RSUs on Feb 1, 2025), which often concentrates Form 4 activity around February; PRSUs/PSUs vest upon 10-K filings (typically Q1) .
Employment Terms
At-will employment for named executive officers; compensation program links pay to performance (no individual employment contracts) .
| Scenario | Cash Severance (Base Salary) | Severance – Equity Bonus (cash value of annual performance-based incentive at max) | RSU Acceleration | PRSU/PSU Acceleration | Health Coverage Continuation | Total Estimated Benefits |
|---|---|---|---|---|---|---|
| Retirement | — | 160,420 | — | 160,420 | — | 327,257 |
| Involuntary termination (no CoC) | 197,500 | 209,780 | — | 160,420 | 9,864 | 577,564 |
| Termination within 18 months of change of control | 395,000 | 419,560 | 1,656,645 | 1,159,960 | 19,728 | 3,650,893 |
| CoC; acquiring company assumes RSUs/PRSUs (no termination) | — | 419,560 | 414,161 | 1,159,960 | — | 1,993,681 |
| CoC; acquiring company does not assume RSUs/PRSUs (no termination) | — | 419,560 | 1,656,645 | 1,159,960 | — | 3,236,165 |
- Structure: Executive Officer Benefits Agreements provide severance for termination without cause or resignation for good reason; within 18 months of a change of control (or CEO change), severance includes six months’ salary plus 50% of annual performance-based equity incentives at max; 100% acceleration of PSUs/PRSUs; RSU acceleration depends on assumption and senior vs new executive status (Walker is a senior executive) .
- 280G cutback: Payments subject to best-net reduction to avoid excise tax if beneficial .
- Retirement benefits: Eligibility based on age/service; medical coverage to age 65; pro-rated PRSUs/PSUs vesting; non-compete/non-solicit conditions apply .
Compensation Peer Group and Governance Signals
- Peer group (Aon 2022 screening, 17 U.S. semiconductor peers including Allegro MicroSystems, Lattice Semiconductor, Rambus, Silicon Labs, Synaptics, Universal Display, Wolfspeed, etc.) used for benchmarking; committee considers 25th/50th/75th percentiles .
- 2024 PSU target values: CEO ~135% of salary; other NEOs ~60–78% of salary (indicative range; not broken out by individual) .
- Say-on-pay support: In 2024, more than 80% of votes cast supported NEO compensation disclosure; committee viewed this as a strong endorsement .
- Clawback: Enhanced recoupment policy effective October 2, 2023 to comply with Nasdaq standards; clawback for restatements irrespective of misconduct .
Investment Implications
- Pay-for-performance alignment: Annual PSUs vested ~80% of target driven by strong strategic goal execution (~190%) despite zero payout on non-GAAP operating income and modest revenue factor (~12%); signals disciplined payout sensitivity to profitability while rewarding strategic execution .
- Retention and CoC economics: As a senior executive with long tenure, Walker’s CoC protection is meaningful (total benefits $3.65M under double-trigger termination), including full acceleration of PRSUs/PSUs and substantial RSU acceleration if awards are not assumed—implications for potential deal-related supply of shares and management continuity .
- Insider selling pressure windows: RSU vesting on February anniversaries and PSU/PRSU vesting upon 10-K filings concentrate potential Form 4 activity in Q1, which can create predictable supply; monitoring vest calendars around Feb 1 and 10-K filing dates is prudent .
- Ownership alignment: Walker holds 114,128 shares (<1%); plus sizable unvested RSUs (31,725) and performance units (15,500 as of March 2025), with hedging prohibited—supports alignment though no pledging policy is disclosed .