Katherine Schuelke
About Katherine E. Schuelke
Independent director at SiTime since November 2019; age 62 as of March 31, 2025 . Former Chief Legal Officer at Credo Semiconductor (Jan–Aug 2024) and SVP, Chief Legal Officer and Corporate Secretary at Seagate Technology (2017–2024); previously General Counsel roles at Altera (1996–2016) . Education: BA in Economics (University at Buffalo) and JD (NYU School of Law) . Core credentials: seasoned semiconductor/public company legal executive with expertise in risk management, IP, government affairs, corporate transactions, and security .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credo Semiconductor Inc. | Chief Legal Officer | Jan–Aug 2024 | Led legal/government affairs/security functions |
| Seagate Technology PLC | SVP, Chief Legal Officer & Corporate Secretary | Jun 2017–Jan 2024 | Oversight of legal, government affairs, security |
| Altera Corporation (acquired by Intel 2015) | SVP, General Counsel & Secretary | 2011–2016 | Senior legal leadership in semiconductor; M&A integration |
| Altera Corporation | VP, General Counsel & Secretary | 2001–2011 | Corporate governance, IP, international business |
| Altera Corporation | Increasing legal leadership roles | 1996–2001 | Progression through legal leadership |
External Roles
No other current public-company directorships disclosed for Ms. Schuelke in the 2025 proxy .
Board Governance
- Independence: Board determined Schuelke is independent under Nasdaq standards .
- Committee assignments: Compensation & Talent (member); Nominating & Corporate Governance (chair) .
- Board leadership: Lead Independent Director is Raman Chitkara; CEO serves as Chair .
- Attendance: Board met 4x in 2024; each director attended all Board and relevant committee meetings. Committees met: Audit 10x, Compensation & Talent 12x, Nominating & Corporate Governance 5x .
- Executive sessions: Independent directors meet regularly without management; lead independent presides .
- Board evaluation: Annual self-assessments; third-party assessment every third year .
Fixed Compensation
| Component | 2024 Policy/Amount | Ms. Schuelke 2024 | Notes/Vesting |
|---|---|---|---|
| Annual cash retainer | $40,000 | $40,000 | Paid for Board service |
| Committee chair fee | $20,000 (Nominating & Corporate Governance chair) | $20,000 | Chair compensation per policy |
| Committee member fee | $8,000 (Compensation & Talent) | $8,000 | Member compensation per policy |
| Total cash fees | — | $68,000 | Sum of retainer + chair + member |
| Annual director RSU grant | $250,000 grant-date value | $257,649 grant-date fair value | Vests in one-year anniversary quarter; accelerates on change-of-control |
- Policy cap: Total annual non-employee director comp (cash + equity grant-date fair value) capped at $600,000; $850,000 first-year service .
- 2025 changes: Initial one-time RSU increased to $300,000 for new directors; added prorated annual RSU for mid-year joins; annual RSU remains $250,000 .
Performance Compensation
Directors are not granted performance-based awards; annual equity is time-based RSUs (no PSU/TSR metrics for directors) .
| Performance Metric | Weighting/Target | Outcome |
|---|---|---|
| None disclosed for directors | — | Not applicable |
Other Directorships & Interlocks
- Compensation committee interlocks: None; SITM executive officers did not serve on boards/comp committees of entities with SiTime executives on its Board .
- Consultant conflicts: Pearl Meyer advised on executive and director comp; committee determined no conflicts of interest .
Expertise & Qualifications
Skills matrix identifies Schuelke’s competencies: Industry Experience; Executive Leadership; Business Development & Strategy; International Leadership; Regulatory & Compliance; Corporate Governance; Sustainability; M&A; Risk Management .
Equity Ownership
| Measure | Value | Detail |
|---|---|---|
| Beneficial ownership (shares) | 12,945 | Less than 1% of outstanding |
| RSUs vesting within 60 days | 2,115 | Included in beneficial ownership computation |
| Unvested RSUs outstanding (12/31/2024) | 2,115 | Director RSU balance at year-end |
| Ownership guidelines | 6x annual board cash compensation by 12/31/2026 (updated Oct 2024); prior 5x general retainer benchmark | Applies to non-employee directors; includes owned shares and vested RSUs; unvested RSUs excluded |
| Hedging/pledging | Prohibited under Insider Trading Policy | Applies to directors; no pledging allowed |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-06-04 | 2025-06-02 | Award (A) | 1,290 | $0.00 | 12,120 | |
| 2024-12-10 | 2024-12-06 | Sale (S) | 6,933 | $227.85 | 10,830 |
Data retrieved via Insider Trades skill (Form 4); post-transaction “securitiesOwned” reflects reported holdings.
Governance Assessment
- Strengths: Independent status; chairing Nominating & Corporate Governance; full attendance; clear prohibition on hedging/pledging; robust director ownership guidelines; director comp structure balanced (cash + time-based equity) and below policy caps .
- Compensation oversight: As Compensation & Talent member, Schuelke participated in moves that improved pay-for-performance alignment (e.g., shift to multi-year relative TSR PRSUs for executives), with say-on-pay support improving to ~82% in 2024, up from 51.2% in 2023 .
- Conflicts/related parties: No Schuelke-specific related party transactions disclosed; MegaChips-related commercial agreement exists but is Board-managed under related-party policy .
- Risk oversight: Board committees actively oversee risk; audit committee handles cyber/financial risks; nom/gov handles governance and sustainability; compensation committee monitors incentive risk and manages clawback policy for executives .
Appendix: Director Compensation Policy Details
- Annual RSU vesting: Fully vests in the one-year anniversary quarter of the annual meeting, or day prior to next annual meeting if service ends earlier; accelerates upon change-in-control .
- Initial RSU for new directors: $250,000 (pre-2025), vests in three equal annual tranches; updated to $300,000 effective March 27, 2025 .
- Cash fees schedule (2024): Audit chair/member $20,000/$8,000; Compensation & Talent chair/member $20,000/$8,000; Nominating & Corporate Governance chair/member $20,000/$8,000; Lead Independent Director +$20,000 .