Sunil Gupta
POWER INTEGRATIONSAbout Sunil Gupta
Sunil Gupta is Vice President, Operations at Power Integrations (POWI), serving in this role since August 2020; he was 52 as of January 31, 2025 . His compensation is predominantly equity-based with annual PSUs tied to net revenues, non-GAAP operating income, and strategic goals, and multi‑year PRSUs tied to absolute net revenues and relative revenue CAGR versus the analog industry, aligning pay with company performance; company 2024 metrics: net revenues $418.973 million, net income $32.234 million, and TSR value of $100 investment of $130.27 versus peer SOX $287.31 . The company discloses no stock options for NEOs in 2024 and prohibits hedging and short‑sales, reinforcing ownership alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Power Integrations | Vice President, Operations | Aug 2020–present | Leads company operations; position places him at the core of KPI‑linked compensation (net revenues, non‑GAAP OI, strategic goals) . |
| Renesas Electronics | Vice President, Operations | Jul 2017–Aug 2020 | Responsible for global operations for Intersil and IDT products and integration into Renesas operations . |
| Intersil | Senior Vice President, Global Operations | Jun 2016–Jul 2017 | Led global operations and technology teams . |
| Intersil | Vice President, Quality & Technology Development | Sep 2013–Jun 2016 | Led quality, reliability, yield, process and package technology teams . |
| Intersil | Vice President, Quality & Reliability | 2012–2013 | Headed quality and reliability functions . |
| Qualcomm | Director, Worldwide Customer Quality Engineering | Prior to 2012 | Led customer quality engineering globally . |
| National Semiconductor | Wafer Fab Operations & Quality | ~16 years | Operations and quality leadership in wafer fabrication . |
External Roles
No external public-company directorships or committee roles for Mr. Gupta are disclosed in the company’s 10‑K or DEF 14A .
Fixed Compensation
| Component ($) | 2023 | 2024 |
|---|---|---|
| Base Salary | $380,000 | $399,327 |
| Cash Bonus | $250 (discretionary) | $0 |
| Stock Awards (grant-date fair value) | $1,790,980 | $1,703,531 |
| Change in Retirement Value & Nonqualified Deferred Comp Earnings | $2,083 | $5,367 |
| All Other Compensation | $14,510 | $15,739 |
| Total Compensation | $2,187,823 | $2,123,964 |
The company uses PSUs as the annual performance incentive in lieu of a traditional cash bonus; target bonus % is not disclosed and PSUs are sized and vest based on defined metrics and weightings .
Performance Compensation
2024 PSU Plan Mechanics and Weighting
| Metric | Weight at Target | Weight at Maximum | Vesting Basis |
|---|---|---|---|
| Net Revenue | 30% | 60% | 1‑year performance; linear from threshold to max |
| Non‑GAAP Operating Income | 30% | 60% | 1‑year performance; defined non‑GAAP adjustments |
| Strategic Goals | 40% | 80% | 1‑year performance; company-defined goals |
| Total | 100% | 200% | PSUs granted at 200% of target, vest 0–100% based on achievement |
PSUs under the 2024 plan vested at approximately 80% of target based on revenue and strategic goals achievement upon filing the 2024 10‑K .
2024 Grants of Plan-Based Awards to Sunil Gupta
| Award Type | Grant Date | Threshold (sh) | Target (sh) | Maximum (sh) | Grant-Date Fair Value |
|---|---|---|---|---|---|
| PSUs (2024 Plan, tranche A) | 4/1/2024 | 0 | 4,300 | 8,600 | $301,365 |
| PRSUs (3-year PRSU, 2024 cohort) | 4/1/2024 | 0 | 5,160 | 10,320 | $353,557 |
| RSUs (time-based) | 4/1/2024 | — | 15,480 | — | $1,048,609 |
2024 PRSUs vest in early 2027 based on either absolute net revenues for 2024–2026 or relative revenue CAGR versus the analog industry; linear vesting from threshold to 200% of target, with current projections indicating maximum vesting .
Outstanding Equity Awards and Vesting Schedules (as of 12/31/2024)
| Award | Units Not Vested | Market Value (@ $61.70) | Vesting Schedule |
|---|---|---|---|
| RSU (granted 2/1/2021) | 1,575 | $97,178 | 25%/yr over 4 years; full on 4th anniversary |
| RSU (granted 2/2/2022) | 4,200 | $259,140 | 25%/yr over 4 years; full on 4th anniversary |
| RSU (granted 2/9/2023) | 10,575 | $652,478 | 25%/yr over 4 years; full on 4th anniversary |
| RSU (granted 4/1/2024) | 15,480 | $955,116 | 25%/yr over 4 years; initial vest 2/1/2025 |
| PRSU (2023 target) | 4,700 | $289,990 | 3‑yr performance through 12/31/2025; vests with 10‑K filing in 2026 |
| PRSU (2024 target) | 5,160 | $318,372 | 3‑yr performance through 12/31/2026; vests with 10‑K filing in 2027 |
| PSUs earned (2024) | 3,420 | $211,014 | Earned under 2024 Plan; vested at ~80% at 10‑K filing |
None of the named executive officers held stock options in fiscal 2024; the company does not grant options or option‑like instruments .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/17/2025) | 29,238 shares; <1% of outstanding |
| Unvested RSUs (3/17/2025) | 37,260 shares |
| Unvested PSUs/PRSUs (3/17/2025) | 20,360 shares |
| Stock ownership guidelines | No mandatory minimums for executive officers other than CEO; equity program effectively creates ownership via unvested RSUs/PSUs/PRSUs |
| Hedging/short sales | Prohibited for directors, executive officers, and insiders |
2024 vesting/forfeiture outcomes: Gupta acquired 14,472 shares on vesting ($1,081,597) and forfeited 10,780 shares ($665,126) due to unmet PRSU/PSU performance, evidencing true pay‑for‑performance .
Employment Terms
- Agreement type and status: Executive Officer Benefits Agreement executed at employment commencement (Feb 1, 2021) and amended Aug 1, 2022 to grant senior‑executive benefits; executives are employed at‑will .
- Non‑compete and covenants: Benefits agreements include non‑competition obligations and release of claims; define “cause,” “good reason,” and “change of control” (50%+ ownership, certain mergers, asset sales, liquidation, board turnover) .
- Severance (no CoC; termination without cause/for good reason): Six months of highest annual salary in prior three years + 50% of annual performance‑based equity incentives at max, prorated equity incentive cash value to termination; senior executives may receive up to an additional six months + 50% until new employment; continued medical/dental up to 12 months for senior execs .
- CoC acceleration (single-trigger equity): For officers (non‑CEO), 100% of PSUs/PRSUs accelerate at max; RSU acceleration depends on assumption—25% if assumed; 100% (senior exec) or 50% (new exec) if not assumed .
- 280G cutback: Payments will be reduced to avoid excise tax if economically beneficial to the officer .
Estimated Potential Payments for Sunil Gupta (as of 12/31/2024; stock price $61.70)
| Scenario | Cash Severance – Base Salary | Severance – Equity Bonus | RSU Acceleration | PRSU Acceleration | Medical/Dental Coverage | Total |
|---|---|---|---|---|---|---|
| Involuntary Termination – Not within 18 months of CoC | $200,000 | $265,310 | — | — | — | $704,046 |
| Involuntary Termination – Within 18 months of CoC | $400,000 | $530,620 | $1,963,911 | $1,562,244 | $52,976 | $4,509,751 |
| CoC – Acquirer Assumes RSUs (no termination) | — | $530,620 | $490,978 | $1,562,244 | — | $2,583,842 |
| CoC – Acquirer Does Not Assume RSUs (no termination) | — | $530,620 | $1,963,911 | $1,562,244 | — | $4,056,775 |
Retirement health benefits actuarial present value for Gupta was $40,000 as of 12/31/2024 (eligibility requires age/service thresholds and non‑competition conditions) .
Compensation Structure Analysis
- Mix and at‑risk pay: A significant portion of Gupta’s compensation is variable and equity‑linked (PSUs, PRSUs, RSUs); no options are granted, and PSUs replace cash bonuses—aligning pay with revenue growth and profitability .
- Metric rigor: 2024 PSUs weighted to net revenue and non‑GAAP operating income; PRSUs measure both absolute net revenue and relative revenue CAGR versus the analog industry, with linear vesting up to 200%—indicative of performance stretch .
- Outcomes: 2024 PSUs vested at ~80% signaling partial attainment; 2022 PRSUs/2024 PSUs saw forfeitures (10,780 shares for Gupta) highlighting payout sensitivity to performance .
- Peer benchmarking: Aon advised the committee; 2024 PSU target values for NEOs generally fell between the 25th–75th percentile of cash STI targets at peers; overall CEO PSU target ≈135% of salary; NEOs ≈60–78% .
- Governance mitigants: Clawback policy applies to incentive comp tied to financial results that require restatement; hedging/short sales prohibited .
Governance, Committee, and Say‑on‑Pay Context
- Compensation Committee: Independent directors Dr. Wendy Arienzo, Nicholas Brathwaite, and Nancy Gioia; engaged Aon for independent benchmarking and metric reviews; six meetings in 2024 .
- Peer group: 17 U.S. semiconductor peers used for benchmarking (e.g., MPS, Lattice, Rambus, Silicon Labs, Wolfspeed, Allegro, Axcelis, Synaptics, Diodes, Semtech, Universal Display, MACOM, etc.) .
- Say‑on‑Pay: In 2024, more than 80% of votes supported executive compensation disclosure, viewed as endorsement of policies; committee considers future advisory votes in decisions .
Equity Ownership & Alignment Signals
| Indicator | Assessment |
|---|---|
| Skin‑in‑the‑game | 29,238 shares beneficially owned; material unvested equity creates forward alignment . |
| Forced supply risk | RSUs vest annually; initial 2024 RSU tranche vested beginning 2/1/2025; PSUs vest at 10‑K filing; PRSUs vest at 3‑year marks (likely early 2027 for 2024 cohort); vest events can create selling pressure windows . |
| Hedging/pledging | Hedging and short‑sales prohibited; no pledging disclosure . |
Employment Terms — Triggers and Retention
- Double‑trigger protection: Severance for terminations within 18 months of CoC or change in CEO; equity acceleration rules vary by assumption status and seniority (Gupta designated senior executive) .
- 280G cutback: Payments adjusted to avoid excise tax if economically advantageous to the officer .
- Retirement benefits: Extended medical/dental coverage eligibility subject to age/service thresholds and non‑competition conditions .
Investment Implications
- Pay‑for‑performance alignment: Heavy use of PSUs and PRSUs tied to revenue/non‑GAAP OI and relative revenue CAGR suggests strong linkage to operational execution—PSUs at ~80% indicate moderate attainment in 2024; forfeitures underscore rigor .
- Vesting‑driven supply: Annual RSU vesting each February and PRSU cliffs (e.g., early 2027 for 2024 cohort) can create predictable windows of potential insider selling pressure; monitor Form 4 filings around vest dates and 10‑K events .
- M&A/change‑of‑control: Senior‑executive acceleration (100% of RSUs if not assumed; 100% of PSUs/PRSUs at max) could increase float in a transaction; severance economics are moderate (six months salary + 50% equity bonus) mitigating retention risk while preserving alignment .
- Governance quality: Independent committee, external consultant (Aon), clawback policy, and strong say‑on‑pay support (>80%) reduce compensation‑related risk; no options minimize leverage risk .