Nicholas Brathwaite
POWER INTEGRATIONSAbout Nicholas E. Brathwaite
Independent director at Power Integrations (POWI), age 66, serving on the board since January 2000. Background spans 35+ years in semiconductors and electronics: founding managing partner at Celesta Capital (since 2013) and founding partner at Riverwood Capital (since 2008); prior roles include CEO and chairman of Aptina Imaging, CTO and VP at Flextronics, VP/GM at nChip, and engineering management positions at Intel. Education: B.S. Applied Chemistry (McMaster University), M.S. Polymer Science & Engineering (University of Waterloo), and Wharton Executive Education Training Program on Corporate Governance . He is affirmatively determined to be independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aptina Imaging (Micron subsidiary) | Chief Executive Officer; later Chairman until acquisition by ON Semiconductor | CEO: Apr 2008–Jul 2009; Chairman until Aug 2014 | Led a fabless semiconductor business serving similar markets/customers as POWI |
| Flextronics International | VP of Technology; Chief Technology Officer | VP: 1995–2000; CTO: 2000–2007 | Drove transformation from small CM to global EMS provider; revenue growth from $150M to $30B; initiated/built businesses incl. ODM, power supplies, components |
| nChip, Inc. | Founding member; VP & GM of Operations | 1992–1996 | Ran wafer fab/test/module assembly (manufacturing/ops leadership) |
| Intel Corporation | Engineering management in technology development and manufacturing | ~6 years (pre-1992) | Manufacturing/engineering experience in microprocessors |
| Flextronics Acquisition Committee | Member | 1995–2007 | Participated in >50 M&A transactions ($2M–$10B); led due diligence/integration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Celesta Capital | Founding Managing Partner | Since 2013 | Deep-tech investor with >10 semiconductor investments |
| Riverwood Capital | Founding Partner | Since Jan 2008 | Growth equity firm with 5 semiconductor investments |
| Northwestern Mutual | Director | Current | Financial services organization |
| Tessera Technologies (Xperi predecessor) | Director | Feb 2008–May 2011 | Technology/IP company |
| Lighting Science Group | Director | Jun 2012–Jan 2014 | LED lighting products provider |
| Inphi Corporation | Director | Aug 2013–Apr 2021 | High-speed analog semiconductor; prior public company |
Board Governance
- Committee assignments (2024): Chair, Nominating & Governance; Member, Compensation. Not a member of Audit in 2024 .
- Independence: Board determined all directors other than the CEO are independent under Nasdaq standards; all committee members are independent .
- Attendance: Board met 7 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings during their service; all seven directors attended the 2024 annual meeting .
- Committee activity (2024): Audit 5 meetings; Compensation 6; Nominating & Governance 4 .
- Executive sessions: Independent directors met in regular executive sessions in 2024 .
Fixed Compensation
| Component | 2024 Amount | Basis/Notes |
|---|---|---|
| Annual director cash fees | $63,000 | Reflects quarterly board retainer and committee fees under policy (2024 rates: $11,250/quarter board; committee chair fees $5,000/$3,750/$2,500; non-chair $2,500/$2,000/$1,250 per quarter) . |
| 2025 policy change (effective July 1, 2025) | N/A | Board retainer increased to $15,000/quarter; committee chair fees to $6,250/$5,000/$2,500; non-chair to $2,500/$2,250/$1,250; Lead Director – Cybersecurity $1,875/quarter . |
Performance Compensation
| Component | 2024 Grant | Vesting/Terms |
|---|---|---|
| RSU equity grant (grant-date fair value) | $119,936 | Annual RSUs for non-employee directors vest in full immediately prior to the next annual meeting, contingent on continued service; 100% vesting upon change-of-control under the 2016 Plan . |
| Proposed annual RSU grant (2025, subject to shareholder approval of Amended 2016 Plan) | $200,000 grant-date fair value | Regular grant date first trading day of July; vests as above; no performance metrics for director RSUs . |
No director options, PSUs, PRSUs, or cash bonus metrics are used for director pay; equity is time-based RSUs with change-of-control acceleration .
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| Celesta Capital; Riverwood Capital | Investment firms | Both invest in semiconductor companies; potential informational interlocks; mitigated by independence review and related-party policies . |
| Tessera, Lighting Science, Inphi | Prior public boards | Industry exposure; historical affiliations disclosed . |
| Northwestern Mutual | Current board | Financial services board role; not a POWI competitor . |
Expertise & Qualifications
- Competencies: Semiconductor/electronics, engineering, public-company senior management, supply chain/manufacturing, sales/marketing; plus extensive M&A and global market familiarity .
- Education: B.S. Applied Chemistry (McMaster), M.S. Polymer Science & Engineering (Waterloo), Wharton Corporate Governance program .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Nicholas E. Brathwaite | 34,031 | <1% |
- Board stock ownership guidelines: Directors must hold shares valued at ≥3× the annual cash retainer after 3 years of service; the company states all directors currently comply .
- Hedging: Prohibited for directors, officers, and insiders (short sales, options, hedging transactions) .
- Pledging: No pledging disclosure found; company prohibits speculative transactions; insider trading policy filed with 10-K .
Governance Assessment
- Strengths: Long-tenured independent director with deep semiconductor, manufacturing, and M&A experience; chairs Nominating & Governance and serves on Compensation; attendance ≥75%; independent executive sessions; robust anti-hedging policy; director ownership guideline compliance; equity plan prohibits option repricing without shareholder approval .
- Compensation alignment: 2024 director mix weighted to equity ($119,936 RSUs vs. $63,000 cash), with time-based vesting and CoC acceleration—standard market practice; planned 2025 increases aim to reach market median per Aon review .
- Potential conflicts and RED FLAGS:
- Related-party transaction: $289,330 purchases from Tessolve Semiconductor where Brathwaite’s brother is an account manager—disclosed and subject to Audit Committee review; no other related-party transactions in 2024 . RED FLAG (monitor).
- Investment firm roles (Celesta, Riverwood) with multiple semiconductor holdings could create perceived interlocks; mitigated by independence determinations and related-party policies .
- Signals: Committee leadership and active involvement suggest strong governance engagement; director compensation reset in 2025 indicates responsiveness to market benchmarking; board moving to eliminate supermajority voting and maintaining executive session discipline supports investor confidence .
Committee Membership & Chair Roles (2024)
| Committee | Role | Meetings (2024) |
|---|---|---|
| Nominating & Governance | Chair | 4 |
| Compensation | Member | 6 |
| Audit | Not a member | 5 (committee total) |
Director Compensation (2024)
| Name | Fees Earned (Cash) | RSU Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Nicholas E. Brathwaite | $63,000 | $119,936 | $182,936 |
Beneficial Ownership (as of March 17, 2025)
| Name | Shares | Percent |
|---|---|---|
| Nicholas E. Brathwaite | 34,031 | <1% |
Related-Party Transactions (2024)
| Counterparty | Nature | Amount | Relationship | Review |
|---|---|---|---|---|
| Tessolve Semiconductor | Purchase of commercial goods/services | $289,330 | Account manager is Brathwaite’s brother | Related-party transactions reviewed per policy; Audit Committee approves related person transactions |
Policies: Board independence determinations; director stock ownership guidelines (3× cash retainer); prohibition on hedging/short sales; equity plan prohibits option repricing/cash buyouts without shareholder approval .