Gregg Lowe

About Gregg Lowe

Gregg Lowe, age 62, was appointed as an independent director of Power Integrations effective February 15, 2025. He is the former President and CEO of Wolfspeed (2017–Nov. 2024) and previously served as CEO of Freescale Semiconductor until its merger with NXP in 2015; earlier he spent 27 years at Texas Instruments leading its analog business and helping direct the acquisition of National Semiconductor. Lowe holds a B.S. in Electrical Engineering from Rose‑Hulman Institute of Technology and completed the Stanford Executive Program. He also serves on the boards of Silicon Laboratories, Inc., The Rock & Roll Hall of Fame Museum, and North Carolina A&T University .

Past Roles

External Roles

Board Governance

• Independence: The Board has determined all directors other than the CEO (Balu Balakrishnan) are independent under Nasdaq rules; this includes Mr. Lowe as a nominee/director .
• Committee membership: As of the proxy date, 2024 committee rosters were Audit (Iyer—Chair; Ganti; Vig), Compensation (Arienzo—Chair; Brathwaite; Gioia), and Nominating & Governance (Brathwaite—Chair; Iyer; Arienzo). Mr. Lowe, appointed in Feb 2025, is not listed on 2024 committee rosters; committee updates post-appointment were not detailed in the proxy .
• Engagement/attendance: Company policy encourages director attendance at the annual meeting; all then‑seven directors attended the 2024 annual meeting. Non‑management directors meet in executive session at least twice per year under the Lead Director’s leadership .
• Board leadership: CEO serves as Chair with a separate Lead Independent Director (Balakrishnan S. Iyer); Board reviews leadership structure and holds executive sessions .

Fixed Compensation

Non‑employee director cash compensation policy and approved updates:

• Through June 30, 2025: $11,250 per quarter Board retainer; additional $7,500 per quarter for Board Chair or Lead Independent Director. Committee chair fees per quarter: Audit $5,000; Compensation $3,750; Nominating & Governance $2,500. Non‑chair member fees per quarter: Audit $2,500; Compensation $2,000; Nominating & Governance $1,250. No per‑meeting fees .
• Effective July 1, 2025: Board retainer increases to $15,000 per quarter; Chair/Lead Independent Director additional $7,500 per quarter. Committee chair fees per quarter: Audit $6,250; Compensation $5,000; Nominating & Governance $2,500. Non‑chair member fees per quarter: Audit $2,500; Compensation $2,250; Nominating & Governance $1,250. Lead Director – Cybersecurity: $1,875 per quarter .

Equity compensation for directors:

• FY2024: Annual RSU grant value $120,000; vests in full immediately prior to the next annual meeting; 100% vesting on Change of Control .
• Beginning 2025 (subject to stockholder approval of plan amendment): Annual RSU grant value $200,000 with the same vesting mechanics; new directors receive prorated RSUs from appointment to the next Regular Grant Date . Stockholders approved increasing the non‑employee director annual cap to $750,000 on May 15, 2025 .

Performance Compensation

• Non‑employee directors are not paid performance cash bonuses or PSUs at POWI; annual director equity consists of time‑based RSUs (vesting fully before the next annual meeting; accelerated on Change of Control) .

Director Compensation Program Positioning

• Aon advised in late 2024 that POWI’s director cash and equity were below the 25th percentile; the Compensation Committee recommended changes to align to market median starting July 1, 2025 and to raise the annual non‑employee director cap in the 2016 Plan to the market‑median $750,000 (not intended to be used as a target). The Board adopted the amendment March 13, 2025, and stockholders approved it May 15, 2025. Expected 2025 director compensation range: $252,500–$310,000 based on roles/responsibilities .

Other Directorships & Interlocks

Expertise & Qualifications

• Semiconductor leadership (Wolfspeed CEO; Freescale CEO); engineering background (Rose‑Hulman EE; Stanford Executive Program); board service at Silicon Laboratories; skills matrix reflects semiconductor/electronics, public‑company senior management, supply chain/manufacturing, and human capital experience .

Equity Ownership

• Director stock ownership guidelines: Each director after three years of Board service should own stock equal to at least 3× the annual cash retainer; the proxy states all Board members then complied. Hedging/short‑sale transactions are prohibited for directors and insiders .

Say‑on‑Pay & Shareholder Feedback (2025)

• Director elections (May 15, 2025): Gregg Lowe received 52,169,588 votes “For” and 79,583 “Withheld” (2,538,981 broker non‑votes), indicating very strong support .
• Say‑on‑Pay (advisory): 40,587,596 “For”; 11,633,564 “Against”; 28,011 “Abstain” (2,538,981 broker non‑votes) .
• Stockholders approved increasing the non‑employee director annual cap in the 2016 Plan to $750,000 (50,070,120 “For”; 2,148,048 “Against”; 31,004 “Abstain”; broker non‑votes 2,538,981) .

Related‑Party Transactions and Risk Indicators

• The Board affirmed director independence for all directors other than the CEO and found no material disqualifying relationships for the nominees, including Mr. Lowe .
• The Audit Committee oversees and reviews related‑person transactions; no Lowe‑specific related‑party transactions were disclosed in the proxy. Section 16(a) reporting compliance was affirmed for 2024 .
• Policy prohibits hedging/short sales by directors/insiders, supporting alignment with shareholders .
• Compensation program changes raise cash/equity levels toward market median; though the cap increased to $750,000, the Compensation Committee stated it does not intend to grant at that level .

Governance Assessment

• Positives (investor confidence): Independent status; extensive semiconductor CEO/operator experience; strong shareholder support in 2025 election; prohibition on hedging; director ownership guidelines; robust committee independence; regular executive sessions .
• Watch‑items: Recent increases to director cash/equity to reach market median and raised plan cap could be perceived as pay inflation risk, albeit supported by independent benchmarking and shareholder approval with stated intent not to use the cap as a target .
• Conflicts/interlocks: No POWI Compensation Committee interlocks; no related‑party transactions involving Lowe disclosed .