Wendy Arienzo
POWER INTEGRATIONSAbout Wendy Arienzo
Wendy Arienzo, Ph.D., age 69, has served as an independent director of Power Integrations (POWI) since April 2017. She brings 30+ years of technical and managerial experience across semiconductors and power electronics, including VP Operations at Fujifilm Dimatix (2013–2021), CEO and director at ArrayPower, and prior executive/technical roles at NXP/Philips Semiconductors, IBM, and AT&T Bell Labs. She holds B.S. and M.S. degrees in Materials Science Engineering from Brown University and a Ph.D. in Materials Science Engineering from Stanford University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fujifilm Dimatix, Inc. | Vice President of Operations | Sep 2013 – Dec 2021 | Led operations at a leading supplier of piezoelectric industrial print heads |
| ArrayPower | Chief Executive Officer and Director | Prior to 2013 (dates not specified) | Led developer of software-defined inverter technology for solar-energy systems |
| NXP/Philips Semiconductors; IBM; AT&T Bell Laboratories | Various executive/technical roles | Not disclosed | Semiconductor and power-electronics domain leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ichor Holdings, Ltd. (ICHR) | Director | Current (as of Mar 17, 2025) | Designs and manufactures fluid-delivery subsystems for semi capital equipment |
Board Governance
- Independence: The Board affirmatively determined all directors other than the CEO are independent under Nasdaq standards; Dr. Arienzo is independent.
- Committee assignments (2024): Compensation Committee Chair; Nominating & Governance Committee member. Audit met 5x; Compensation 6x; Nominating & Governance 4x.
- Attendance: The Board met seven times in 2024; all directors attended at least 75% of Board and applicable committee meetings. All then-seven directors attended the 2024 annual meeting. Independent directors held regular executive sessions in 2024.
- Skills matrix (selected): Semiconductor/electronics industry, engineering, public-company senior management, human capital, supply chain/manufacturing. Age 69; Board member since 2017.
| Governance Item | Detail |
|---|---|
| Independence status | Independent director (Nasdaq Rule 5605) |
| Committees (2024) | Compensation (Chair), Nominating & Governance (Member) |
| Committee meetings (2024) | Audit 5; Compensation 6; Nominating & Governance 4 |
| Board meetings (2024) | 7 meetings; ≥75% attendance by all directors |
| Annual meeting attendance | All then-seven directors attended the 2024 annual meeting |
| Executive sessions | Independent directors met in scheduled executive sessions |
Fixed Compensation
| Component | 2024 Structure | Changes Effective Jul 1, 2025 |
|---|---|---|
| Board retainer (non-employee directors) | $11,250 per quarter | $15,000 per quarter |
| Lead Independent Director/Chair add’l | $7,500 per quarter | $7,500 per quarter (no change) |
| Committee Chair fees | Audit: $5,000/qtr; Comp: $3,750/qtr; N&G: $2,500/qtr | Audit: $6,250/qtr; Comp: $5,000/qtr; N&G: $2,500/qtr |
| Committee member fees | Audit: $2,500/qtr; Comp: $2,000/qtr; N&G: $1,250/qtr | Audit: $2,500/qtr; Comp: $2,250/qtr; N&G: $1,250/qtr |
| Lead Director – Cybersecurity | Not specified | $1,875 per quarter |
| Per-meeting fees | None | None |
Director Compensation (FY2024):
| Name | Fees Earned or Paid in Cash | Restricted Stock Unit Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Wendy Arienzo | $65,000 | $119,936 | $184,936 |
| Notes | Represents annual director and committee fees | ASC 718 fair value methodology; as of Dec 31, 2024 each listed non-employee director held 1,721 unvested RSUs | |
Compensation benchmarking and program positioning:
- 2024 review by Aon (independent advisor) found board cash and equity compensation below the 25th percentile; recommended adjustments toward market median.
- Subject to stockholder approval of Amended 2016 Plan, non-employee director annual equity grant increases to $200,000 from $120,000, aligning total director compensation to market median.
Performance Compensation
| Equity Vehicle | 2024 Grant Value | Vesting & Key Terms | Proposed 2025 Program |
|---|---|---|---|
| Annual RSUs (non-employee directors) | $120,000 grant-date fair value | Vest in full immediately prior to the next annual stockholder meeting; 100% acceleration upon Change of Control (as defined) | $200,000 grant-date fair value (if Amended 2016 Plan approved) with same vesting/CoC acceleration |
| Equity plan design | RSUs, PSUs, performance cash awards only (no options/SARs under Amended 2016 Plan) | Aligns long-term incentives; plan administered by Board/Committee | Annual grant on first trading day of July (beginning 2025) |
- Performance metrics: Directors’ annual equity is time-based RSUs; no director-specific performance metrics disclosed. PSU/PRSUs are used for executives, not directors.
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlocks/Related-Party Notes |
|---|---|---|---|
| Ichor Holdings, Ltd. | Director | Not disclosed in POWI proxy | No POWI-related party transactions identified involving Dr. Arienzo |
- Compensation Committee Interlocks: Current members (Arienzo, Brathwaite, Gioia) have no interlocks; none have served as officers of POWI; no reciprocal interlocks with other companies disclosed.
Expertise & Qualifications
- Semiconductor/electronics industry experience; engineering training; public-company senior management; human capital management; supply chain/manufacturing (per skills matrix).
- Board believes she is qualified due to extensive leadership in semiconductor and power-electronics industries.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Wendy Arienzo | 13,918 | <1% | Beneficial ownership as of Mar 17, 2025 |
| Unvested RSUs (as of Dec 31, 2024) | 1,721 | — | Each listed non-employee director held 1,721 unvested RSUs |
Policies impacting alignment and risk:
- Hedging/derivatives: Directors are prohibited from short sales, transactions in puts/calls, hedging or other speculative transactions in POWI stock.
- Director stock ownership: Corporate Governance Guidelines address director stock ownership; specific thresholds for directors not disclosed in the proxy.
Section 16 compliance:
- The company believes all directors and officers complied with Section 16(a) filing requirements in 2024.
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with use of independent advisor (Aon); committee structure and responsibilities clear; strong attendance and annual meeting participation; prohibition on hedging; director equity vests annually and accelerates on CoC, aligning interests.
- Compensation alignment: 2024 director pay heavily equity-weighted (RSUs $119,936 vs. $65,000 cash for Arienzo); 2025 adjustments move cash and equity toward market median, addressing prior below-25th-percentile positioning—positive responsiveness to market benchmarks.
- Potential conflicts: No related-party transactions identified involving Dr. Arienzo; Board confirms independence of all non-employee directors; Compensation Committee interlocks absent.
- RED FLAGS: None evident related to attendance, related-party transactions, hedging/pledging (hedging prohibited; pledging not addressed); no option repricing authority under plan; director cap set at $750,000 total value (cash+equity) but Committee indicates no intent to grant at limit.
Overall signal: As Compensation Chair and Nominating & Governance member, Arienzo appears engaged and independent, with governance processes (consultant use, policy updates) aimed at aligning director pay with market norms while maintaining equity-based alignment with shareholders.