Radu Barsan
POWER INTEGRATIONSAbout Radu Barsan
Radu Barsan is Vice President, Technology at Power Integrations, serving in this role since January 2013; he leads foundry engineering, technology development and quality organizations and has 48 years of commercial experience in semiconductor and photonic components development, engineering and operations . As of January 31, 2025, he was 72 years old . Prior to Power Integrations, he was Chairman & CEO of Redfern Integrated Optics (2001–2013) and held engineering-management roles at Phaethon Communications, Cirrus Logic, AMD, Cypress Semiconductor and Microelectronica . Company performance context for his incentive alignment (2024 Pay-Versus-Performance table): Net Revenues $418,973k, Net Income $32,234k, and TSR value of $130.27 for a $100 investment benchmark, with the Industry Index TSR at $287.31 . He has been a central technical voice in PI’s GaN roadmap, including a 2024 launch of a 1700 V GaN InnoMux-2 IC and public commentary on GaN’s competitive positioning versus SiC .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Redfern Integrated Optics, Inc. | Chairman & CEO | 2001–2013 | Supplier of single-frequency narrow linewidth lasers; executive leadership of photonics business |
| Phaethon Communications, Inc. | Engineering-management roles | Not disclosed | Photonics technology company; technology development |
| Cirrus Logic, Inc. | Engineering-management roles | Not disclosed | High-precision analog and DSP; technology development |
| Advanced Micro Devices | Engineering-management roles | Not disclosed | Semiconductor technology development |
| Cypress Semiconductor, Inc. | Engineering-management roles | Not disclosed | Semiconductor technology development |
| Microelectronica | Engineering-management roles | Not disclosed | Semiconductor technology development |
External Roles
No public-company directorships or external board roles disclosed in company filings for Barsan. (No disclosure in DEF 14A or 10‑K) .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | $383,250 | $397,981 | $411,250 | $418,192 |
| Cash Bonus ($) | — | $1,000 | $1,000 | — |
| All Other Compensation ($) | $30,941 | $17,516 | $13,521 | $14,454 |
| Total Cash (Salary + Bonus + Other) ($) | $414,191 | $416,497 | $425,771 | $432,646 |
Notes:
- “Bonus” entries for 2022–2023 reflect discretionary cash bonuses; 2024 bonuses for Barsan were not paid (PSUs/PRSUs used for performance-based compensation) .
Performance Compensation
2024 Annual PSUs – Design and Outcomes
| Component | Weighting at Target | Threshold | Target | Maximum | 2024 Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Net Revenue (Absolute) | 30% | $440M | $460M | $480M | Company determined vesting under Relative Measure; Absolute thresholds provided for context | Linear; higher of Absolute vs Relative |
| Net Revenue (Relative AGR vs Analog Index) | Higher-of mechanic | Index −4ppt | Index (AGR equal) | Index +4ppt | Achieved ≈12% of target for revenue component | Linear; capped at 100% if AGR ≤0 |
| Non-GAAP Operating Income | 30% | $55.1M | $67.9M | $81.6M | $54.0M (no vesting for this component) | Linear |
| Strategic Goals (6 goals) | 40% | Minimums per goal (2–20% each) | Target goals met = 100% | Stretch goals met = 200% | ≈190% of target on strategic goals | Linear by goal achievement |
| Aggregate PSU Vesting | — | — | — | 200% cap | ≈80% of target PSUs vested; shares issued Feb 2025 | Determined by Compensation Committee |
| Barsan’s 2024 PSU Grant | Target Units | Earned Units | Vesting Timing |
|---|---|---|---|
| Annual PSUs (4/1/2024) | 4,400 | 3,500 (approx. 80% of target) | Vested upon filing 2024 Form 10‑K (Feb 2025) |
2024 Long-Term PRSUs and Time-Based RSUs (Grant and Vesting)
| Award Type (4/1/2024) | Target Units | Maximum Units | Vesting Mechanics | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| PRSUs (three-year) | 5,700 | 11,400 | Vest in early 2027 based on higher of revenue CAGR vs analog industry (Relative Measure) or absolute net revenue; linear 0–200% with multi-year targets | $390,557 |
| RSUs (time-based) | 17,100 | — | 25% per year; initial vest Feb 1, 2025 | $1,158,348 |
The company does not grant options/SARs; equity incentives are RSUs, PSUs and PRSUs .
Outstanding Equity Awards at FY2024 Year-End (Barsan)
| Award | Units Not Vested | Market Value @ $61.70 |
|---|---|---|
| RSUs (Apr 2018 tranche) | 3,250 | $200,525 |
| RSUs (Feb 2021 tranche) | 2,475 | $152,708 |
| RSUs (Feb 2022 tranche) | 5,400 | $333,180 |
| RSUs (Feb 2023 tranche) | 12,600 | $777,420 |
| RSUs (Apr 2024 tranche) | 17,100 | $1,055,070 |
| PRSUs (2023 target) | 5,600 | $345,520 |
| PRSUs (2024 target) | 5,700 | $351,690 |
| PSUs (2024 earned) | 3,500 | $215,950 |
RSU vesting: 25% annually (2021–2024 grants); PRSUs: vest in early 2027 (2024 grant) and early 2026 (2023 grant) based on performance; 2024 PSUs earned ≈80% and vested upon 10‑K filing .
Equity Ownership & Alignment
Beneficial Ownership (as of March 17, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Radu Barsan | 3,370 | Less than 1% |
Unvested Holdings and “Functional” Ownership Structure (as of March 17, 2025)
| Item | Units |
|---|---|
| Unvested RSUs (Barsan) | 45,175 |
| Unvested PSUs + PRSUs (Barsan) | 22,300 |
The company has no mandatory executive stock ownership guidelines beyond the CEO; however, unvested RSUs/PSUs/PRSUs are cited as the functional equivalent for alignment . Hedging and speculative transactions (shorts, puts/calls, hedges) are prohibited for insiders under Board policy . No pledging policy is disclosed for executives in the cited documents .
Vesting and Forfeitures in 2024 (Barsan)
| Activity | Shares | Value |
|---|---|---|
| Shares acquired on vesting | 18,811 | $1,438,555 |
| Shares forfeited for non-performance (2022 PRSUs and 2024 PSUs) | 12,500 | $771,250 |
Employment Terms
Executive Officer Benefits Agreements (Barsan; amended June 2020; further amended Jan 28, 2025)
| Provision | Key Terms |
|---|---|
| At-will employment | Executives (including Barsan) are employed at will; no employment contracts . |
| Non-compete and release | Benefits coupled with non-competition obligations; must execute a release and honor confidentiality/proprietary rights agreements . |
| Change of Control definition | ≥50% beneficial ownership change; certain mergers/asset sales; liquidation; Board majority change within 2 years (with exceptions) . |
| Severance (without cause / good reason) | Six months of highest annual salary in preceding 3 years plus 50% of annual performance-based equity incentive awards at maximum; pro‑rated annual performance awards at maximum; pro‑rated PRSUs at determined performance; six months of medical/dental coverage . |
| Termination within 18 months of CoC or CEO change (senior executive) | Monthly installments up to additional six months salary + 50% of annual performance-based equity awards until new employment; accelerated vesting of RSUs/options 100% for senior execs if awards not assumed by acquirer . Barsan is classified as a senior executive . |
| Equity acceleration (Change of Control) | 100% of unvested PSUs/PRSUs accelerate at maximum; 25% of unvested RSUs/options vest if awards assumed; if not assumed, 100% of unvested RSUs/options vest for senior executives . |
| Retirement benefits | Eligibility based on age/service; extension of option exercise period (up to five years for Officers other than CEO); medical/dental coverage until age 65; pro‑rated PSUs/PRSUs at determined performance . |
| 280G “best‑net” cutback | Payments reduced to avoid excise tax if it provides greater net benefit than full payout (no gross‑ups) . |
| Clawback (Recoupment) | Nasdaq-compliant recoupment policy adopted Oct 2, 2023 requires clawback of incentive compensation tied to financial results later restated, regardless of misconduct . |
| 2025 Amendment (Barsan) | Clarifies that a prorated portion of shares subject to performance stock awards tied to the Annual Performance Bonus (performance period ≤1 year) will vest upon retirement, death, or permanent disability at the performance level determined by the Board/Comp Committee . |
Estimated Potential Payments (as of Dec 31, 2024; price $61.70)
| Scenario | Cash Severance (Base) | Equity Bonus (Max) | RSU Acceleration | PRSU Acceleration | Benefits Coverage | Total |
|---|---|---|---|---|---|---|
| Involuntary Termination (Not within 18 months of CoC) | — | $215,950 | — | $234,460 | — | $450,410 |
| Involuntary Termination (Within 18 months of CoC) | $207,500 | $271,480 | $2,518,903 | $1,838,660 | $20,726 | $5,336,249 |
| Continuation After CoC (Acquirer Assumes RSUs/PRSUs) | — | $542,960 | $629,726 | $1,838,660 | — | $3,011,346 |
| Continuation After CoC (Acquirer Does Not Assume) | — | $542,960 | $2,518,903 | $1,838,660 | — | $4,900,523 |
Performance & Track Record
- Technology leadership: Barsan publicly articulated PI’s GaN strategy and differentiation (end-to-end control of GaN process/design; system-level qualification) and competitive positioning versus SiC; he noted lateral GaN competes favorably with SiC up to ~10 kW, with higher-power needing breakthroughs .
- Product innovation: Under Barsan’s technology leadership, PI launched the industry’s first 1700 V GaN switcher IC (InnoMux‑2), integrating PowiGaN, FluxLink and ZVS; he emphasized multi-output regulation accuracy and efficiency advantages .
- 2024 performance-linked vesting: Despite achieving ~190% on strategic goals, PSUs vested at ~80% overall due to weak non-GAAP operating income and limited revenue relative performance (12%) .
- Transition risk: Barsan notified the company of his intention to retire on or about September 24, 2025, introducing leadership transition considerations in technology/quality organizations .
Investment Implications
- Pay-for-performance is intact: Annual PSUs respond directly to revenue and profitability; 2024 PSU vesting at ~80% despite strategic overachievement underscores discipline around financial outcomes .
- Near-term selling/insider supply: Barsan realized 18,811 shares on vesting in 2024, and forfeited 12,500 shares; continued RSU tranches (17,100 from 2024 grant) vest 25% annually starting Feb 2025; retirement in Sep 2025 plus 2025 amendment enabling prorated vesting of annual performance awards on retirement may modestly influence insider supply timing but reduces forced retention risk around vest dates .
- Alignment via unvested equity vs ownership: Beneficial ownership is small (3,370 shares, <1%), with alignment primarily through substantial unvested RSUs/PRSUs (45,175 and 22,300, respectively), which are performance/time contingent and accelerate in certain change-of-control scenarios .
- Change-of-control optionality: Senior-executive status gives Barsan favorable equity acceleration (100% of RSUs/options if not assumed; 100% of PSUs/PRSUs at max on CoC), creating potential incremental equity supply if a transaction occurs, but also aligning senior leadership with transaction value realization .
- Governance safeguards: Robust clawback and hedging prohibitions, combined with 280G “best-net” cutback (no tax gross-ups), mitigate shareholder-unfriendly practices .
Peer benchmarking context: Compensation program references a 17-company semiconductor peer set and targets PSU values ~60–78% of salary for non-CEO NEOs, indicating market-competitive equity leverage (inflation risk monitored by Committee and Aon) .