Jennifer Lloyd
POWER INTEGRATIONSAbout Jennifer Lloyd
Jennifer A. Lloyd, PhD, age 57, became President & CEO of Power Integrations effective July 21, 2025, and concurrently rejoined the board of directors; she previously served as a PI director from April 2021 to October 2022 before stepping down due to expanded duties at her prior employer, Analog Devices (ADI) . She holds S.B., S.M., and Ph.D. degrees in Electrical Engineering and Computer Science from MIT and is credited as an author of numerous technical papers and holder of eight U.S. patents; she has served on IEEE program committees for ISSCC, CICC and VLSI . Lloyd led multiple $1B+ businesses at ADI, most recently as corporate VP of its multi‑market power business unit, responsible for product, strategy and P&L; prior roles included leadership of ADI’s precision franchise and its healthcare and consumer unit . As CEO/director (non‑independent), governance counterweights include a Lead Independent Director (Bala Iyer) and an Executive Chairman transition period for the former CEO, mitigating dual‑role concentration risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Analog Devices (ADI) | Corporate Vice President, Multi‑Market Power BU | 2020–Jul 2025 | Led global power business across markets; product, strategy, and P&L responsibility for a $1B+ portfolio . |
| Analog Devices (ADI) | VP, Healthcare & Consumer BU | 2017–2020 | Drove segment portfolio and growth initiatives in healthcare/consumer end markets . |
| Analog Devices (ADI) | GM, Instrumentation & Precision Technology | 2015–2017 | Led precision analog franchise; product leadership and execution . |
| Analog Devices (ADI) | Various technical and management roles | 1997–2015 | Progressive leadership in analog circuits engineering and product development . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Power Integrations (POWI) | Director (Audit Committee member) | Apr 1, 2021 – Oct 25, 2022 | Appointed to Audit Committee upon joining the board; resigned due to promotion at ADI; no disagreements reported . |
| Power Integrations (POWI) | Director (as CEO) | Effective Jul 21, 2025 | Reappointed to the board concurrent with CEO appointment . |
| IEEE/ISSCC, CICC, VLSI | Program Committee Member | Not disclosed | Service on technical program committees (ISSCC, CICC, VLSI) . |
Fixed Compensation
| Component | Value | Effective Timing | Notes |
|---|---|---|---|
| Base Salary | $650,000 | Upon start (scheduled Jul 21, 2025) | Paid per normal payroll practices . |
Performance Compensation
| Instrument | Target Value | Metric & Weighting | Payout Range | Vesting / Performance Period | Notes |
|---|---|---|---|---|---|
| Annual PSUs (2025) | $812,500 (pro‑rated for 2025) | Subject to the Company’s 2025 PSU Plan (specific metrics not disclosed) | 0–200% of target | One‑year performance (2025); vests based on committee determination | Pro‑rated from full‑year target; performance‑based . |
| Time‑based RSUs | $2,500,000 | Time‑based | N/A | 25% on 1st anniversary of start date; 25% annually thereafter over 4 years | Subject to continued service; standard CEO RSU schedule . |
| Long‑term PRSUs | $2,500,000 (target) | Multi‑year performance plan (three‑year period starting Jan 1, 2025) | 0–200% of target | 3‑year performance cycle beginning 1/1/2025; vest based on performance | Committee determines final payout; performance conditions apply . |
| Sign‑on RSUs | $1,000,000 | Time‑based | N/A | 50% at 12‑month anniversary; 50% at 24‑month anniversary of start | Intended to offset forfeited awards at prior employer . |
Company plan precedent (2024): The annual PSU program was based on three components—net revenue, non‑GAAP operating income, and strategic goals—with weights effectively scaling from target to maximum as shown below; 2024 awards vested at ~80% of target given revenue and strategic goal outcomes .
| 2024 PSU Component (precedent) | Weight at Target | Weight at Maximum | Resulting Payout for 2024 |
|---|---|---|---|
| Net Revenue | 30% | 60% | ~12% of target (relative measure achieved) . |
| Non‑GAAP Operating Income | 30% | 60% | 0% (achieved $54.0M vs $55.1M threshold) . |
| Strategic Goals | 40% | 80% | ~190% of target . |
| Total | 100% | 200% | ~80% of target vested; shares issued Feb 2025 . |
Additional context:
- Company grants time‑based RSUs (typ. 4‑year, 25% per year), one‑year PSUs, and 3‑year PRSUs; NEOs held no stock options at 12/31/2024 (indicating preference for RSUs/PSUs/PRSUs over options) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership as of Mar 17, 2025 | Lloyd was not an officer/director on that date; therefore not listed in the 2025 proxy ownership table . |
| CEO stock‑ownership guideline | CEO expected to own shares equal to 3× base salary within three years of service under the guideline; Board may waive in hardship cases . |
| Anti‑hedging/short sales | Policy prohibits directors and executive officers from short sales, transactions in options, and hedging transactions in company stock . |
| Pledging | No explicit pledging policy disclosure located in the cited materials; not disclosed. |
| Section 16(a) compliance (2024) | Company reports all insiders were in compliance for 2024 (not specific to Lloyd) . |
Note: Initial Form 3/4 filings post‑July 2025 would show Lloyd’s starting beneficial ownership and any transactions; the 8‑K details grant values and schedules but not share counts .
Employment Terms
| Trigger | Cash | Equity | Benefits/Other | Definitions/Notes |
|---|---|---|---|---|
| Termination without cause or resignation for good reason (outside CoC window) | 12 months of base salary; cash equal to pro‑rated portion of then‑outstanding annual PSU award at 100% target; cash equal to 100% of the value of the then‑outstanding annual PSU award at 100% target (per company description) . | Pro‑rated vesting of outstanding PRSUs based on days employed during the performance period at performance level determined by the Board/Comp Committee . | Company‑paid COBRA premiums up to 12 months (limits apply) . | “Cause” and “Good Reason” defined; cure period provided; 280G cutback if beneficial on after‑tax basis . |
| Termination without cause or resignation for good reason within 3 months prior to or 12 months following a Change of Control | 24 months of base salary; cash equal to pro‑rated portion of annual PSU award at 100% target; cash equal to 200% of the value of the then‑outstanding annual PSU award at 100% target . | 100% accelerated vesting of outstanding RSUs; accelerated vesting of outstanding PRSUs at 100% target . | Company‑paid COBRA premiums up to 24 months (limits apply) . | CoC includes 50%+ beneficial ownership, qualifying mergers/asset sales, liquidation, or Board turnover beyond approved changes . |
| Retirement benefits | After 10 years of service, on qualifying terminations, pro‑rated vesting of annual PSUs and PRSUs at performance levels determined by the Board/Compensation Committee; similar treatment on death/disability if otherwise eligible . | — | — | Applies where severance benefits are not triggered . |
| Related‑party transactions | Lloyd has no direct or indirect material interest in transactions requiring disclosure under Item 404(a) . | — | — | — |
Board Governance
- Independence and structure: In 2024, seven of eight directors were independent; all committees (Audit, Compensation, Nominating & Governance) consisted solely of independent directors, and non‑management directors hold executive sessions presided over by the Lead Director .
- Lead Independent Director and transition: Bala Iyer remains Lead Independent Director; former CEO Balu Balakrishnan serves as Executive Chairman through approximately February 2026 to ensure a smooth transition (expected thereafter to remain as non‑executive director), reducing CEO/Chair concentration risk .
- Committee composition/meetings (FY2024): Audit (Chair: Iyer) – 5 meetings; Compensation (Chair: Arienzo) – 6; Nominating & Governance (Chair: Brathwaite) – 4 .
- Lloyd’s board service history and committees: Director Apr 1, 2021–Oct 25, 2022; appointed to the Audit Committee upon joining; resigned due to increased responsibilities at ADI; reappointed to the board effective with CEO start in July 2025 .
- Director compensation (context for prior non‑employee service and current board policy):
- 2021 terms for new non‑employee directors: $11,250 per quarter board retainer; $2,500 per quarter Audit member; initial RSUs ~$30,000 vesting at 2021 annual meeting; annual RSUs $120,000 vesting before the next annual meeting .
- 2025 adjustments: Effective July 1, 2025, director cash retainers moved to $15,000 per quarter (board), with committee chair/member fees increased; annual director RSUs targeted at $200,000 if the amended 2016 Plan is approved (2024 grants were $120,000) .
- The CEO historically has not been paid for board service (reference to Balakrishnan’s practice as CEO/Chair) .
Compensation Governance, Peer Group, and Say‑on‑Pay
- Clawback: Company adopted an Incentive Compensation Recoupment Policy effective Oct 2, 2023 to comply with Nasdaq—recovers incentive compensation upon restatements irrespective of misconduct; historical clawback mechanism since 2009 .
- Hedging/short‑sale prohibitions: Insiders (including directors and officers) are prohibited from short sales, options, and hedging transactions in PI stock .
- Peer group and alignment: Aon advised the Compensation Committee; 2024 executive pay referenced a 17‑company U.S. semiconductor peer set spanning 50–250% of PI revenues and 33–300% of market cap, including Allegro, Monolithic Power Systems, Lattice, Wolfspeed, Silicon Labs, Rambus, Diodes, Semtech, Universal Display, and others .
- Say‑on‑Pay outcome: In 2024, more than 80% of votes cast supported NEO compensation disclosure and plans .
Risk Indicators & Red Flags (observed)
- Change‑in‑control economics: Double‑trigger CoC provides 24 months’ salary, 200% of annual PSU value at target, 100% RSU acceleration, and PRSUs at target—material protection that could draw scrutiny if not balanced by robust performance hurdles .
- Equity overhang/vesting supply: Time‑based RSUs of $2.5M vest 25% annually from start; sign‑on RSUs of $1.0M vest 50% at 12 and 24 months—potential mechanical selling windows as tranches vest (subject to 10b5‑1/insider windows) .
- No stock options currently used: For NEOs at FY2024, company favored RSUs/PSUs/PRSUs and reported no options outstanding—reduces repricing risk, but increases time‑based equity exposure .
- Related‑party and Item 404: None reported for Lloyd on appointment .
- Insider trading policy: Stringent prohibitions on shorting/hedging reduce misalignment risk .
Investment Implications
- Alignment: Lloyd’s package is heavily equity‑weighted with significant performance‑based components (annual PSUs, multi‑year PRSUs), robust clawback, and prohibitions on hedging—positive for pay‑for‑performance alignment .
- Retention and supply dynamics: Four‑year RSU schedule plus 12/24‑month sign‑on RSUs create predictable vesting events that may introduce episodic insider selling pressure; CoC protections are sizable but double‑trigger‑based .
- Execution focus: 2024 plan precedent emphasized revenue growth vs. analog industry, operating profitability, and strategic goals; Lloyd’s background running large power businesses at ADI suggests high relevance to PI’s growth vectors (auto, datacenter, renewables) cited on appointment .
- Governance checks: The presence of a Lead Independent Director and Executive Chairman transition period mitigates dual‑role concentration risk during the CEO handoff .