Dean Butler
PIXELWORKSAbout Dean W. Butler
Dean W. Butler, age 42, has served as an independent director of Pixelworks since May 2022. He is currently Senior Vice President and Chief Financial Officer (CFO) of Silicon Laboratories (Nasdaq: SLAB) and previously served as CFO of Synaptics, with earlier finance leadership roles at Marvell, Broadcom, and Maxim Integrated. He brings semiconductor industry and capital markets expertise and is classified by the Board as an “audit committee financial expert.” He holds a B.B.A. in Finance from the University of Minnesota Duluth and completed Stanford University’s Emerging CFO Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synaptics Incorporated (Nasdaq: SYNA) | Chief Financial Officer | 2019 – Feb 2024 | Led finance for public semiconductor company; direct public markets experience . |
| Marvell Technology, Inc. (Nasdaq: MRVL) | Vice President of Finance | 2016 – 2019 | Oversaw finance at large semiconductor developer . |
| Broadcom Inc. (Nasdaq: AVGO) | Division Controller | 2014 – 2016 | Division-level financial oversight . |
| Maxim Integrated (now ADI) | Corporate Finance leadership roles | 2007 – 2014 | Various leadership roles in corporate finance . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Silicon Laboratories, Inc. (Nasdaq: SLAB) | Senior Vice President & Chief Financial Officer | May 15, 2024 | Executive role; no Pixelworks related-party transactions disclosed . |
Board Governance
- Committee assignments: Audit Committee (Chair); Strategy Committee member. Expected post-annual meeting: join Compensation Committee (Gibson Chair; Butler and Liu members) .
- Independence: Board affirmatively determined Butler is independent under SEC and Nasdaq rules; no current relationships with the Company other than as director and shareholder .
- Financial expert: Board determined all Audit Committee members, including Butler (chair), qualify as “audit committee financial experts” under SEC rules .
- Attendance and meetings: Board met five times in 2024; Audit Committee met five times; Compensation Committee met six times. All directors attended the 2024 annual meeting and each director attended at least 75% of Board and committee meetings during 2024 .
- Executive sessions: Independent directors regularly met in scheduled executive sessions in 2024 .
- Board size: Authorized number reduced from seven to five immediately prior to the 2025 annual meeting, with Butler nominated for re-election .
Fixed Compensation
Director fee schedule (2024):
- Q1 2024: Board $11,000/quarter; Audit Committee $2,000 (Chair $4,750); Compensation $1,250 (Chair $2,500); Strategy $1,250 (Chair $2,500); Corporate Governance & Nominating $750 (Chair $1,875) .
- From Q2 2024: Board $10,000/quarter; other committee rates unchanged .
2024 actual compensation (non-employee directors):
| Name | Fees Earned and Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Dean W. Butler | $65,000 | $97,181 (RSUs) | $162,181 |
Notes:
- 2024 annual director RSU grant: 53,543 shares granted May 13, 2024 (2024 meeting date); grant-date fair value $97,181 .
- Director stock ownership requirement: within five years of joining the Board, maintain at least $115,000 of Pixelworks common stock during tenure .
Performance Compensation
| Instrument | Grant/Terms | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual director grant) | 53,543 RSUs on May 13, 2024; fair value $97,181 | Vest on earlier of the day before the next annual meeting following grant or first anniversary of grant; payable in shares; directors may elect to defer settlement under the 2006 Plan . | None disclosed for directors; time-based RSUs only . |
| 2006 Plan governance features (relevant to equity) | No option repricing without shareholder approval; no evergreen; no tax gross-ups; plan subject to clawback; CEO/CFO/COO 12-month post-issuance holding requirement; options/SARs not discounted | Change-in-control: executive awards use double-trigger; options under plan accelerate immediately prior to change in control; PRSUs eligible to vest at target with time-based vesting if assumed/continued/substituted, subject to continued service . | Governance safeguards intended to align with shareholders; no director-specific performance metrics disclosed . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Butler in the last five years (serves as executive at SLAB, not disclosed as a director) . |
| Potential interlocks | None disclosed; Board affirmed independence and reviewed relationships annually . |
| Related-party transactions | None in 2024 meeting SEC thresholds; Audit Committee oversees related-party approval process . |
Expertise & Qualifications
- Semiconductor and consumer hardware industry expertise; capital markets experience; prior and current CFO roles at public companies .
- Audit/finance competency: designated audit committee financial expert; extensive accounting and financial practices experience .
- Education: B.B.A. in Finance (University of Minnesota Duluth); Stanford Emerging CFO Program .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Options Exercisable within 60 days | RSUs Vesting within 60 days | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Dean W. Butler | 175,442 | <1% | 26,904 | 53,543 | 60,982,480 shares outstanding as of Mar 14, 2025 |
Notes:
- Director ownership guideline: minimum $115,000 within five years of joining Board; policy applies to all directors .
- Section 16(a) compliance: One late Form 4 filing in 2024 related to RSU acquisition (inadvertent; similar for several directors) .
Governance Assessment
-
Strengths
- Independent Audit Chair with CFO experience and audit committee financial expert designation; aligns with strong financial oversight and credibility with investors .
- Transparent, modest director pay mix (cash retainer plus time-based RSUs); no option repricing, no tax gross-ups, clawback policy in place; ownership guideline supports alignment .
- Independence affirmed under Nasdaq/SEC; no related-party transactions in 2024; independent director executive sessions held .
- Attendance: All directors attended the annual meeting; each met at least 75% attendance; Audit Committee met five times in 2024, evidencing active oversight .
-
Watch items / potential risks
- Section 16(a) administrative lapse: one late report for RSU acquisition; minor but worth monitoring for control rigor .
- Committee load: Chairs Audit and serves on Strategy, with expected addition to Compensation Committee post-annual meeting; cross-committee workload is notable for a sitting public-company CFO, though independence remains affirmed .
Fixed Compensation (Detail by Component – Reference Rates)
| Component (Per Quarter) | Q1 2024 | From Q2 2024 |
|---|---|---|
| Board retainer (non-Chair) | $11,000 | $10,000 |
| Audit Committee member / Chair | $2,000 / $4,750 | $2,000 / $4,750 |
| Compensation Committee member / Chair | $1,250 / $2,500 | $1,250 / $2,500 |
| Strategy Committee member / Chair | $1,250 / $2,500 | $1,250 / $2,500 |
| Corporate Governance & Nominating member / Chair | $750 / $1,875 | $750 / $1,875 |
Other Disclosures Relevant to Governance
- Audit Committee Report: Butler signed as Audit Committee Chairman; committee reviewed 2024 audited financials and internal control over financial reporting, and assessed auditor independence and performance (Grant Thornton) .
- Director compensation maximum: Annual cap of $500,000 per director (cash + equity at grant-date value) .
- Board downsizing: Reduction from seven to five directors ahead of the 2025 meeting may streamline oversight; Butler nominated for re-election .
RED FLAGS: None material disclosed. Minor administrative late Section 16 filing noted for RSU acquisition; no related-party transactions; no hedging/pledging disclosures surfaced in the proxy .