Nina Richardson

About Nina Richardson

Nina Richardson, 66, is an independent Class I director of Silicon Laboratories (SLAB) since 2016. She serves on the Audit Committee and the Corporate Development & Finance Committee; the Board affirms her independence under Nasdaq rules and reports strong attendance (≥75%) across Board and committee meetings, with all directors attending the 2024 annual meeting . Richardson was previously COO at GoPro and an executive at Flex; she holds a B.S. in Industrial Engineering (Purdue) and an Executive MBA (Pepperdine), and has NACD Cybersecurity Certification and Diligent Climate Leadership Certification .

Past Roles

External Roles

Board Governance

• Independence: Board determined Richardson is independent under Nasdaq rules .
• Committee assignments and chairs:
  • Audit Committee: Member; Chair is William Bock .
  • Corporate Development & Finance Committee: Member; Chair is Navdeep Sooch .
  • No chair roles held by Richardson .
• Attendance and engagement:
  • 2024: Board held 4 meetings; each incumbent director attended ≥75% of Board and relevant committee meetings; independent directors met in executive session 4 times .
  • 2023: Board held 12 meetings; each incumbent director attended ≥75%; independent directors met in executive session 9 times .
• Years of service: 9 years on SLAB Board (matrix) .
• Annual meeting attendance: All directors attended the 2024 annual meeting .

Fixed Compensation

• Program structure (2024):
  • Annual cash retainer: $55,000 per director .
  • Committee fees: Audit member $9,000; Finance member $5,000; various chair/lead director/board chair adders (not applicable to Richardson) .
  • Equity: Annual RSU grant equal to $200,000 grant-date fair value (non-chair), vesting on the earlier of the first anniversary or one day prior to the next annual meeting .
  • Annual cap: Director cash + equity compensation limited to $750,000 per calendar year .

Notes:

• 2023 cash retainer temporarily reduced from $55,000 to $33,000 (Aug 1–Dec 30, 2023), consistent with executive pay reductions .

Performance Compensation

Directors receive time-based RSUs without performance conditions. For governance context, SLAB ties executive incentive pay to multi-year PSU metrics and annual cash metrics:

• Executive PSU metrics (2024 grants): Revenue Growth Rate (weighted 50%) and non-GAAP Operating Income Margin (weighted 50%), each measured annually and averaged over three years; 0–200% payout scale with defined thresholds .

• Executive annual cash bonus (2024): 90% weight adjusted non-GAAP operating income % and 10% sustainability scorecard; actual FY2024 adjusted non-GAAP OI% was –13.6%, below funding threshold; Compensation Committee exercised discretion to pay no bonus on sustainability component .

Other Directorships & Interlocks

Expertise & Qualifications

• Manufacturing and global supply chain leadership (Flex; GoPro); complements SLAB’s operations .
• Industrial engineering (Purdue) and Executive MBA (Pepperdine); NACD Cybersecurity and Diligent Climate Leadership certifications; governance, cybersecurity, sustainability experience .
• Board competency matrix shows breadth across industry, hardware/software technology, financial literacy/capital allocation/M&A, supply chain, global business, sustainability, cyber risk .

Equity Ownership

• Directors’ stock ownership guidelines: increased from 3x annual cash retainer to 4x (phase-in) from 2024 to 2025 .
• Insider trading policy prohibits hedging and pledging; pre-clearance required and blackout periods enforced .

Insider Trades

Director Compensation Design Signals

• Larger equity component (annual RSUs) aligns with long-term shareholder value; annual cap $750,000 limits pay escalation .
• Cash fees tied to committee service (Audit +$9k; Finance +$5k) reflect added oversight demands without chair premiums; indicates active workload but no chair role concentration .
• Ownership guidelines strengthened to 4x cash retainer in 2025, improving alignment expectations versus prior 3x level .

Say-on-Pay & Shareholder Feedback

• 2025 Say-on-Pay passed (28,333,215 for; 947,731 against; 25,016 abstain; 1,440,988 broker non-votes), signaling broad investor support of compensation governance .
• 2024 proxy reported prior Say-on-Pay support ~94% in 2023 and emphasized governance enhancements (e.g., no excise tax gross-ups, strengthened CEO ownership guideline) .

Compensation Peer Group (Executive benchmarking context)

Peer group used in 2025 compensation decisions included semiconductor and technology names (e.g., Cirrus Logic, Lattice, Semtech, Synaptics, MaxLinear, Power Integrations, Wolfspeed, etc.), selected with Mercer based on industry, size, and business characteristics .

Governance Assessment

• Board effectiveness: Richardson’s dual committee service (Audit; Finance) and independent status strengthen oversight of financial reporting, cybersecurity risk, capital allocation, and strategic transactions .
• Attendance/engagement: ≥75% attendance and annual meeting participation support active governance; independent executive sessions occurred regularly (4 in 2024; 9 in 2023) .
• Alignment: Director pay mix emphasizes equity RSUs; enhanced ownership guidelines (to 4x retainer) and hedging/pledging prohibitions improve alignment with shareholders .
• Conflicts/related-party exposure: Proxy outlines robust related party review policy; no specific related-party transactions disclosed concerning Richardson, reducing conflict risk .
• RED FLAGS: None evident from proxy disclosures—no low attendance, no chair concentration, no tax gross-ups for executives, and no option repricings reported; 2025 auditor transition handled with disclosure and Audit Committee oversight .