Scott Gibson

About C. Scott Gibson

C. Scott Gibson, age 72, has served as an independent director of Pixelworks since May 2002. He is Chair of the Compensation Committee, Chair of the Strategy Committee, and a member of the Audit Committee; the Board has affirmatively determined he is independent under SEC and Nasdaq rules. Gibson is an SEC-defined “audit committee financial expert,” holds a B.S.E.E. and an M.B.A. from the University of Illinois, and earned the NACD Board Fellow credential in 2017 .

Past Roles

External Roles

Board Governance

• Independence, attendance and engagement

  • Independent director; Board confirms independence of Gibson and other committee members; independent directors held regular executive sessions in 2024 .
  • Board met 5 times in 2024; each director, including Gibson, attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .

• Committee assignments and meeting cadence (2024)

  Committee	Role	Independence	Meetings (2024)
  Audit	Member; Audit Committee Financial Expert	Yes	5
  Compensation	Chair	Yes	6
  Strategy	Chair	Board committee (not one of the three standing committees)	Not disclosed
  Corporate Governance & Nominating	Not a member in 2024; expected to join post-2025 Annual Meeting (Heneghan chair, Gibson member)	Yes	3 (committee)

• Board leadership and size

  • Independent Chairman of the Board (Daniel J. Heneghan); CEO/Chair roles separated .
  • Board resized to five members effective immediately prior to the 2025 Annual Meeting; Gibson was re‑elected on May 23, 2025 .

Fixed Compensation (Director)

• 2024 Director fee schedule (non‑employee directors)

  Fee Component	Q1 2024	From Q2 2024
  Board retainer (quarterly)	$11,000	$10,000
  Chairman of the Board (quarterly)	$18,000	$17,000
  Audit Committee member (quarterly)	$2,000	$2,000
  Audit Committee Chair (quarterly)	$4,750	$4,750
  Compensation Committee member (quarterly)	$1,250	$1,250
  Compensation Committee Chair (quarterly)	$2,500	$2,500
  Strategy Committee member (quarterly)	$1,250	$1,250
  Strategy Committee Chair (quarterly)	$2,500	$2,500
  Corporate Gov. & Nominating member (quarterly)	$750	$750
  Corporate Gov. & Nominating Chair (quarterly)	$1,875	$1,875

• 2024 Director compensation (actual, Gibson)

  Year	Fees Earned (Cash)	Stock Awards (Grant‑Date FV)	Total
  2024	$69,000	$97,181	$166,181

Performance Compensation (Director Equity)

• Annual equity policy: Non‑employee directors received RSUs equal to $95,000 divided by the 30‑day average closing price pre‑grant; vest on the earlier of the day before the next Annual Meeting or first anniversary of grant; non‑employee directors may elect to defer settlement; awards under the 2006 Plan .
• 2024 and 2025 Director equity awards (Gibson)

  Grant Date	Award Type	Shares Granted	Grant‑Date Fair Value	Vesting Terms
  May 13, 2024	RSU	53,543	$97,181	Vest at next annual meeting or 1‑year anniversary
  May 23, 2025	Stock award (Form 4 “A”)	176,883	$0 price on Form 4	Director RSU/award consistent with annual grant; post‑transaction holdings 532,324 shares (Form 4)

Other Directorships & Interlocks

• Current and recent roles listed above; no compensation-committee interlocks or related‑party transactions disclosed. The company reports no related‑person transactions in 2024 and a process for Audit Committee review/approval of any such transactions .

Expertise & Qualifications

• Semiconductor and high‑technology operating and board experience; extensive compensation governance experience; SEC “audit committee financial expert” .
• Education and credentials: B.S.E.E. and M.B.A. (University of Illinois); NACD Board Fellow (Jan 2017) .

Equity Ownership

• Beneficial ownership snapshot (as of March 14, 2025)

  Holder	Shares Beneficially Owned	% of Shares Outstanding	Options Exercisable ≤60 Days	RSUs Vesting ≤60 Days
  C. Scott Gibson	365,725	<1%	—	53,543

• Insider transactions (Form 4)

  Filing Date	Transaction Date	Type	Shares	Price	Post‑Transaction Ownership	Source
  2025‑05‑27	2025‑05‑23	A (Award)	176,883	$0.00	532,324
  2024‑05‑16	2024‑05‑13	A (Award)	53,543	$0.00	355,441

• Ownership alignment policies

  • Director stock ownership requirement: Within five years of joining the Board, directors must own at least $115,000 of common stock, to be held during their tenure .
  • Insider Trading and Communications Policy: Prohibits hedging and pledging of company stock, short‑term trading, margin purchases, short sales, and buying/selling options on company securities (policy covers directors) .

Say‑on‑Pay & Shareholder Feedback (context for Compensation Chair)

• 2024 say‑on‑pay approval: 95% of votes cast supported NEO compensation .
• 2025 say‑on‑pay approval: For 19,943,697; Against 1,057,402; Abstain 80,429; strong majority support; frequency vote favored annual (1‑year) cadence .

Compensation Committee Practices (under Gibson as Chair)

• Committee composition: All independent directors; Compensation Committee met six times in 2024 .
• Use of independent consultant: Compensia engaged directly by the Compensation Committee in 2024; committee determined consultant was independent and without conflicts of interest .

Governance Assessment

• Strengths

  • Independent director; SEC/Nasdaq independence confirmed .
  • Deep semiconductor and board experience; SEC “audit committee financial expert” designation .
  • Robust committee leadership (Compensation Chair; Strategy Chair) with active meeting cadence .
  • Strong shareholder support for pay programs while Chair (95% in 2024; strong support in 2025), indicating alignment with investor expectations .
  • No related‑party transactions disclosed for 2024; formal related‑party oversight procedures in place .
  • Attendance: each director (including Gibson) attended ≥75% of meetings; all directors attended 2024 Annual Meeting .

• Red flags (none disclosed)

  • No pledging/hedging permitted by policy .
  • No related‑party or loan arrangements disclosed for 2024 .