Daniel Heneghan
PIXELWORKSAbout Daniel J. Heneghan
Independent Chairman of the Board since May 2022 and director since April 2006. Age 69 as of March 14, 2025; B.S. in Accounting from Quincy University and M.B.A. from Western Illinois University. Former CFO of Intersil (1999–2005) and senior finance/IT roles at Harris Corporation (1980–1999). Recognized audit committee financial expertise; Board determined him independent under SEC/Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intersil Corporation | Vice President & Chief Financial Officer | 1999–2005 | Led finance for analog solutions leader |
| Harris Corporation / Harris Semiconductor | Various management roles; VP & Controller (Harris Semiconductor) | 1980–1999; VP & Controller from 1996 | Finance, IT, purchasing, operations oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NTELOS Holdings Corp. | Director | Feb 2006–May 2016 (acquired by Shenandoah Telecommunications) | Board service; wireless telecom |
| Micrel, Inc. | Director | Nov 2008–Aug 2015 (acquired by Microchip Technology) | Board service; analog power IC |
| Freescale Semiconductor, Inc. | Director | Jul 2010–Dec 2015 (acquired by NXP Semiconductors N.V.) | Board service; semiconductor manufacturing |
Board Governance
- Roles: Independent Chairman of the Board since May 2022; member of Audit Committee and Corporate Governance & Nominating Committee; expected to chair Corporate Governance & Nominating Committee after the 2025 meeting .
- Independence and expertise: Board affirms independence; Audit Committee members (including Heneghan) meet financial experience requirements and qualify as audit committee financial experts under SEC rules .
- Attendance and engagement: Board met five times in 2024; all directors attended the 2024 Annual Meeting; each director attended at least 75% of Board and committee meetings; independent directors held executive sessions in 2024 .
- Election results: Strong shareholder support for re-election (see table below) .
| Election Metric | 2024 | 2025 |
|---|---|---|
| Votes For | 23,036,444 | 19,577,473 |
| Votes Withheld | 1,533,330 | 1,504,055 |
| Broker Non-Votes | 16,802,821 | 18,416,825 |
Fixed Compensation
- Quarterly cash fees (Board and Committee; 2024 schedule):
| Fee Type | Q1 2024 | Q2–Q4 2024 |
|---|---|---|
| Board Member (non-Chair) | $11,000/quarter | $10,000/quarter |
| Chairman of the Board | $18,000/quarter | $17,000/quarter |
| Audit Committee Member | $2,000/quarter | $2,000/quarter |
| Audit Committee Chair | $4,750/quarter | $4,750/quarter |
| Compensation Committee Member | $1,250/quarter | $1,250/quarter |
| Compensation Committee Chair | $2,500/quarter | $2,500/quarter |
| Strategy Committee Member | $1,250/quarter | $1,250/quarter |
| Strategy Committee Chair | $2,500/quarter | $2,500/quarter |
| Corporate Governance & Nominating Member | $750/quarter | $750/quarter |
| Corporate Governance & Nominating Chair | $1,875/quarter | $1,875/quarter |
- Annual director compensation (Heneghan):
| Metric | 2021 | 2022 | 2024 |
|---|---|---|---|
| Fees Earned and Paid in Cash ($) | 62,000 | 70,500 | 80,000 |
| Stock Awards ($) | 71,295 | 69,945 | 97,181 |
| Total ($) | 133,295 | 140,445 | 177,181 |
Performance Compensation
- Equity awards (non-employee director RSUs are time-based; no performance metrics disclosed for directors):
| Grant Date | Type | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| May 13, 2024 | RSU | 53,543 | $97,181 | Vests on earlier of day before next annual meeting or 1-year anniversary; payable in common shares; directors may elect deferral; unvested options (if any) accelerate on change of control . |
No director-specific performance metrics are tied to compensation; RSUs are time-based. PRSUs and detailed metrics apply to Named Executive Officers, not directors .
Other Directorships & Interlocks
- Historic public boards: NTELOS (telecom), Micrel (analog IC), Freescale (semiconductor). All exited due to acquisitions (Shentel, Microchip, NXP). No current public company directorships disclosed for Heneghan in 2025 proxy .
- Interlocks/conflicts: None disclosed in related-party sections across recent proxies; Audit Committee charter requires review/approval of any related party transactions; none above thresholds were reported in 2023 and prior years .
Expertise & Qualifications
- Financial leadership: Former CFO and VP/Controller roles at large tech firms, contributing deep finance, IT, and risk oversight expertise .
- Audit expertise: Audit committee financial expert; valuable for risk management, accounting developments, and oversight responsibilities .
- Industry ties: Advisor to semiconductor industry; access to key relationships and current practices .
Equity Ownership
| Metric (as of Mar 14, 2025) | Value |
|---|---|
| Total Beneficial Ownership (shares) | 434,614 |
| Ownership % of Outstanding | <1% |
| Options Exercisable within 60 Days | 0 |
| RSUs Vesting within 60 Days | 53,543 |
| Director Stock Ownership Requirement | Must own at least $115,000 of common stock within 5 years of joining; held during tenure |
| Hedging/Pledging Policy | Hedging, short sales, margin purchases, options, and pledging prohibited without prior written pre-clearance; insider trading policy applies to directors |
Fixed vs Equity Mix Trends
- Year-over-year shift shows increased equity value in 2024 ($97,181 vs ~$70k prior) and higher cash fees ($80k vs $62–$70k), reflecting chair role and updated fee grid. Equity remains the primary alignment mechanism for directors via annual RSUs with 1-year vest .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approved: 23,001,875 For; 1,331,969 Against; 235,930 Abstain; 16,802,821 broker non-votes .
- 2025 say-on-pay approved: 19,943,697 For; 1,057,402 Against; 80,429 Abstain; 18,416,825 broker non-votes; frequency vote selected “every year” (20,411,590 votes for 1-year cadence) .
Governance Assessment
-
Strengths:
- Independent Chairman structure; separation of Chair/CEO enhances oversight and investor confidence .
- Strong financial expertise; Audit Committee membership and SEC-defined audit expert designation .
- Clear director fee framework and predictable annual RSU grants; stock ownership requirement enhances alignment .
- Robust insider trading/anti-hedging policy and clawback compliance under SEC/Nasdaq rules; no tax gross-ups in stock plan; no option repricing permitted .
- Consistent disclosure of no related-party transactions above materiality thresholds, reducing conflict risk .
-
Potential Watch Items:
- Company-level listing compliance actions (reverse stock split approved and implemented 1-for-12) reflect broader capital markets risk; continued vigilance needed from Chair/Governance Committee on market perception and dilution management .
- Cash fee increases and elevated RSU values in 2024 vs prior years; monitor overall director pay against performance and market cap trends .
-
Signals:
- Strong shareholder support for director elections and say-on-pay in 2024 and 2025 suggests confidence in governance and compensation oversight under current Board leadership .
Related Party Transactions (Conflicts)
- Policy: Audit Committee pre-approves/ratifies any related party transactions; criteria include independence impact, arm’s-length terms, and materiality .
- Disclosure: No related-party transactions exceeding thresholds reported for 2023 (and prior highlighted years) .
Notes on Insider Trades
- Form 4 transaction details for Daniel J. Heneghan were not disclosed in the 2025 proxy. Company reports compliance with Section 16(a) filings historically; hedging/pledging is restricted under policy .