Navdeep S. Sooch
SILICON LABORATORIESAbout Navdeep S. Sooch
Navdeep S. Sooch, age 62, is the co-founder and non‑employee Chairman of the Board of Silicon Laboratories Inc., serving as Chairman since inception (founded August 1996); he previously served as CEO (Aug 1996–Dec 2003) and interim CEO (Apr–Sep 2005). He holds a B.S. in Electrical Engineering from the University of Michigan, Dearborn and an M.S. in Electrical Engineering from Stanford University, and is classified by the Board as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silicon Laboratories Inc. | Co‑founder; Chairman of the Board | Aug 1996–present | Board leadership; strategic oversight |
| Silicon Laboratories Inc. | Chief Executive Officer | Aug 1996–Dec 2003 | Led early growth and public company transition |
| Silicon Laboratories Inc. | Interim Chief Executive Officer | Apr 2005–Sep 2005 | Stabilized leadership during transition |
| Ketra, Inc. (private) | Chief Executive Officer | Oct 2011–Apr 2018 | Led solid-state lighting company operations |
| Crystal Semiconductor/Cirrus Logic | Vice President of Engineering | Pre‑1996 | Product/engineering leadership in semiconductors |
| AT&T Bell Labs | Design Engineer | Pre‑1996 | Foundational engineering experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Sooch |
Board Governance
- Roles and independence: Mr. Sooch is non‑employee Chairman of the Board and an independent director under Nasdaq rules; the Board separates Chair and CEO roles and maintains a Lead Independent Director (Sumit Sadana) structure with executive sessions held four times in 2024 .
- Committees: Chair, Corporate Development & Finance Committee (Finance Committee); members include Mr. Sooch, Nina Richardson, and Christy Wyatt; committee met five times in 2024 . Mr. Sooch is not on Audit, Compensation, or Nominating & Corporate Governance committees .
- Attendance: Board met four times in 2024; each incumbent director attended or participated in at least 75% of Board and committee meetings; all directors in office attended the 2024 annual meeting of stockholders .
- Shareholder votes (context): 2025 Say‑on‑Pay received 28,333,215 “For,” 947,731 “Against,” 25,016 “Abstain,” with 1,440,988 broker non‑votes; Certificate amendments passed, including officer exculpation .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Non‑employee director cash program |
| Chairman of the Board fee | $20,000 | Additional annual cash fee |
| Finance Committee Chair fee | $10,000 | Additional annual cash fee |
| Total cash fees (FY2024 actual) | $85,000 | As reported for Mr. Sooch |
| RSU grant (shares) | 1,880 | Granted at 2024 annual meeting (Chair allocation) |
| RSU grant fair value (FY2024) | $220,900 | ASC 718 grant‑date fair value |
| Total director compensation (FY2024) | $305,900 | Cash + RSUs |
| RSU vesting terms | Time‑based | Vest on earlier of first anniversary or day before next annual meeting |
Performance Compensation
| Element | Existence | Metrics | Vesting/Measurement | Notes |
|---|---|---|---|---|
| Performance Stock Units (Director) | None disclosed | — | — | Non‑employee directors receive time‑based RSUs; no performance metrics tied to director equity |
| Director equity vesting | Yes | n/a | Time‑based (as above) | Aligns director pay with shareholder value via stock awards |
Other Directorships & Interlocks
| Company | Role | Committee/Interlock | Status |
|---|---|---|---|
| — | — | — | No other current public boards disclosed for Mr. Sooch |
Expertise & Qualifications
- Founding operator and former CEO with deep semiconductor engineering background; insights into technology, capital allocation, and talent/culture highlighted in Board competency matrices and biography .
- Technical education (EE degrees from Michigan Dearborn and Stanford) and prior roles at Cirrus Logic and AT&T Bell Labs support hardware/industry expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Navdeep S. Sooch | 401,047 | 1.2% | Based on 32,472,957 shares outstanding (as of Feb 15, 2025); RSUs/options vesting within 60 days included per methodology . |
| Stock ownership guidelines (Directors) | 4× cash retainer | n/a | Director guideline; individual compliance not itemized for directors . |
- Hedging/Pledging: Company prohibits hedging and pledging in executive compensation governance; Insider Trading Policy also prohibits certain hedging/pledging and mandates pre‑clearance and blackout periods .
Governance Assessment
- Board effectiveness: As independent, non‑employee Chair and Finance Committee Chair, Mr. Sooch provides experienced oversight on capital structure and strategic transactions; Board leadership separation with an active Lead Independent Director and regular executive sessions indicates robust checks and balances .
- Alignment and incentives: Director pay is balanced with modest cash retainers and annual time‑based RSUs; material personal share ownership (1.2%) enhances alignment; director stock ownership guidelines reinforce skin‑in‑the‑game .
- Conflicts/related‑party exposure: Proxy discloses indemnification and strong related‑party review policies; no specific related‑party transactions disclosed involving Mr. Sooch .
- Shareholder confidence signals: High Say‑on‑Pay support in 2025 and passage of charter updates (including typical officer exculpation aligned with peers) suggest constructive investor sentiment; Audit firm transition to Deloitte post‑EY tenure disclosed transparently, with inventory control weakness noted for FY2023 and remediated oversight structures in place .
- RED FLAGS: None evident regarding attendance, pay anomalies, pledging/hedging, or related‑party transactions for Mr. Sooch; continued monitoring warranted around capital allocation and strategic transactions overseen by the Finance Committee.
Notes and References
- Board composition, independence, and committee roles .
- Biography, age, education, tenure .
- Director compensation program and RSU grant details .
- Ownership table and outstanding shares basis .
- Attendance at annual meeting .
- Say‑on‑Pay and annual meeting voting outcomes .
- Insider Trading Policy and hedging/pledging prohibitions .
- Related party and indemnification policy disclosures .