Nancy Gioia
POWER INTEGRATIONSAbout Nancy Gioia
Independent director of Power Integrations (POWI) since January 2023; age 64. Former Ford Motor Company executive (33+ years) with senior roles in product development, manufacturing, strategy and planning; notably served as Director of Global Electrification leading EV technologies and portfolio. Education: B.S. Electrical Engineering (University of Michigan–Dearborn) and M.S. Manufacturing Systems Engineering (Stanford University) . The Board affirms her independence under Nasdaq standards; seven of eight directors are independent .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | Director, Global Electrification; prior executive roles in product development, manufacturing, strategy | 33+ years; retired 2014 | Led EV technology and product portfolio |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Exro Technologies, Inc. | Director | Current | Energy/EV technology adjacency |
| Brady Corporation | Director | Past | — |
| Lucid Group | Director | Past | — |
| Meggitt PLC | Director | Past | — |
| Exelon Corporation | Director | Past | — |
| Blue Current, Inc. | Executive Chair | Past | — |
| Univ. of Michigan–Dearborn (ESEE) | Dean’s Advisory Committee | Current | — |
| Stanford University | Chair, Industrial Advisory Committee | Past | — |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq rules; Board majority independent (all except CEO) . |
| Committees (2024) | Compensation Committee member; not a chair. Audit: Iyer (chair), Ganti, Vig. Nominating & Governance: Brathwaite (chair), Arienzo, Iyer . |
| Committee meetings (2024) | Audit: 5; Compensation: 6; Nominating & Governance: 4 . |
| Board meetings (2024) | 7 meetings; all directors attended ≥75% of Board and committee meetings . |
| Executive sessions | Independent directors meet in executive session at least twice per year . |
| Comp Committee independence | All members (Arienzo, Brathwaite, Gioia) are independent; charter on company website . |
| Comp Committee interlocks | None; no officer service by members; no reciprocal board/committee interlocks disclosed . |
Fixed Compensation
| Director | Year | Cash Fees (Retainer + Committee) | Notes |
|---|---|---|---|
| Nancy Gioia | 2024 | $53,000 | Annual director fees and committee fees earned in 2024 . |
Policy framework and 2025 changes:
- 2024 cash policy: Board retainer $11,250 per quarter; committee member fees per quarter: Audit $2,500; Compensation $2,000; Nominating & Governance $1,250; committee chairs per quarter: Audit $5,000; Compensation $3,750; Nominating & Governance $2,500; Lead Director (when chair is employee) +$7,500 per quarter; no per-meeting fees .
- Effective July 1, 2025: Board retainer increases to $15,000 per quarter; committee member fees per quarter: Audit $2,500; Compensation $2,250; Nominating & Governance $1,250; committee chairs per quarter: Audit $6,250; Compensation $5,000; Nominating & Governance $2,500; Lead Director – Cybersecurity stipend $1,875 per quarter; total 2025 director compensation expected range $252,500–$310,000 based on roles .
| 2025 Policy Element | Amount |
|---|---|
| Board retainer (per quarter) | $15,000 |
| Audit Chair / Member (per quarter) | $6,250 / $2,500 |
| Compensation Chair / Member (per quarter) | $5,000 / $2,250 |
| Nominating & Governance Chair / Member (per quarter) | $2,500 / $1,250 |
| Lead Director – Cybersecurity (per quarter) | $1,875 |
| Expected 2025 total director comp (range) | $252,500–$310,000 |
Performance Compensation
| Element | 2024 | 2025 Program |
|---|---|---|
| Annual director equity grant (RSUs) | $119,936 grant-date fair value | $200,000 in RSUs each July (subject to plan approval) |
| Vesting | RSUs vest in full immediately prior to the first annual meeting the following year, subject to continued service | Same structure; new “Regular Grant Date” is first trading day of July starting 2025 |
| Change-of-control treatment | 100% of shares under director RSU awards deemed fully vested upon a Change of Control (as defined) | Same |
| Performance metrics | None for director equity (time-based RSUs) | None for director equity |
Director Compensation (Mix)
| Director | Year | Cash | Equity (RSUs) | Total |
|---|---|---|---|---|
| Nancy Gioia | 2024 | $53,000 | $119,936 | $172,936 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Exro Technologies, Inc. . |
| Prior public company boards | Brady Corporation; Lucid Group; Meggitt PLC; Exelon Corporation . |
| Interlocks/conflicts | Compensation Committee interlocks: none disclosed; no reciprocal officer/board relationships reported . |
| Related-party transactions | None disclosed involving Ms. Gioia; 2024 related-party items involved the CEO’s family member and a vendor connection to another director, reviewed under policy . |
Expertise & Qualifications
- Automotive industry leadership (electrification), engineering background, manufacturing/supply-chain experience, and public-company senior management experience .
- Brings domain expertise relevant to POWER’s end-markets (EV/industrial power), risk oversight, and human capital/operations .
Equity Ownership
| Holder | Beneficial Shares | Notes | Percent of Outstanding |
|---|---|---|---|
| Nancy Gioia | 3,823 | Includes 1,721 RSUs vesting within 60 days after Mar 17, 2025 | <1% |
Additional alignment and trading policies:
- Board stock ownership guideline: each director to own ≥3x the annual cash retainer within three years; currently all directors comply .
- Prohibition on hedging, short sales, and derivatives by directors and insiders .
- Section 16(a) compliance: company believes all executives and directors complied with filing requirements in 2024 .
Governance Assessment
- Strengths: Independent status; committee service on Compensation (6 meetings in 2024), solid attendance (≥75%); deep EV/manufacturing expertise aligned with POWI’s strategic end-markets; no related-party transactions or interlocks involving Gioia; robust hedging prohibition and director ownership guidelines supporting alignment .
- Incentive alignment: 2024 equity comprised time-based RSUs; 2025 program raises annual RSU value to $200k and increases cash retainers toward market median per Aon review—improves competitiveness without introducing problematic features; director equity fully vests on change of control, a common market practice .
- Watch items: Ownership is modest in absolute share count (<1% individually, typical for outside directors), but she is covered by ownership guidelines and reported as in compliance; monitor 2025 compensation adjustments for optics versus workload, and any future related-party exposures (none currently) .
No RED FLAGS identified specific to Ms. Gioia in 2024–2025 disclosures: no related-party transactions, no hedging/pledging permitted, no option repricing allowed under plans without shareholder approval .