Anita Ganti
About Anita Ganti
Independent director (age 53) at Silvaco Group since March 4, 2024; Chair of the Compensation Committee since April 2024. Prior roles include SVP, Product Engineering Services at Wipro (2015–Oct 2019) and VP, Global Technology at Flex (2013–2015). Education: B.S. in Electrical Engineering (VJTI, India), M.S.E.E. (Virginia Tech), and MBA (Wharton). The Board affirms her independence under Nasdaq standards and that she meets additional independence requirements for compensation committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wipro Limited | SVP, Product Engineering Services | 2015–Oct 2019 | Senior operator in global technology services |
| Flex Ltd. (Flextronics) | VP, Global Technology | 2013–2015 | Executive in electronics manufacturing services |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Power Integrations (Nasdaq: POWI) | Director | Since 2020 | Audit Committee member |
| Exro Technologies (TSX: EXRO) | Director | Jun 2023–Apr 2024 | Compensation Committee Chair; Audit Committee member |
Board Governance
- Committee assignments: Compensation Committee Chair; not on Audit or NCG. Compensation Committee members include Ganti (Chair), Dr. Hau Lee, Anthony K. K. Ngai, and Jodi L. Shelton; Audit Committee (all independent) chaired by William H. Molloie; NCG chaired by Anthony K. K. Ngai .
- Independence: Board has determined Ganti is independent under Nasdaq and meets additional compensation committee independence standards .
- Attendance: Board held 16 meetings in 2024; all directors attended at least 75% of Board and relevant committee meetings .
- Committee activity: 2024 meetings — Audit: 10; Compensation: 9; NCG: 7 .
- Governance structure: Controlled company under Nasdaq due to >50% voting control by the Pesic family; the Board avails itself of exemptions for compensation and NCG committee composition (not required to be entirely independent while controlled). Audit must be fully independent (and is) .
- Lead Independent Director: Dr. Hau L. Lee .
- Policies: Independent compensation consultant (Compensia) engaged; Board concluded no consultant conflicts. Company maintains clawback, anti-hedging, and anti-pledging policies .
Fixed Compensation
Non-employee director compensation program (2024 terms):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (director) | $40,000 | Paid quarterly |
| Additional cash retainer – Board Chair | $30,000 | If applicable |
| Additional cash retainer – Lead Independent Director | $30,000 | If applicable |
| Committee Chair retainer (each of Audit/Comp/NCG) | $15,000 | Cash or stock at director’s election |
| Committee member retainer (each of Audit/Comp/NCG) | $5,000 | Cash or stock at director’s election |
Anita Ganti – 2024 director compensation (actual reported):
| Year | Fees Earned (Cash) | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $53,560 | $189,715 | $243,276 |
Performance Compensation
Director equity awards and vesting:
| Date | Award Type | Shares/Units | Accounting/Grant Value | Vesting Terms |
|---|---|---|---|---|
| Apr 26, 2024 | RSU (appointment grant) | 2,219 | Included in 2024 total $189,715 | Vested in full on Jun 30, 2024 |
| Jul 11, 2024 | RSU (annual) | 7,858 | Included in 2024 total $189,715 | Vest on earlier of 12 months, next AGM, or change in control (per Form 4 footnote) |
| May 22, 2025 | Stock Award (grant) | 31,250 | $0 price per Form 4 table; post-transaction holdings 33,469 | Form 4 reported as common stock award; vesting terms not specified in filing excerpt |
Program design and limits:
- Annual director RSU grant targets ~ $150,000 grant value, converted using 5-day VWAP; vests on earlier of 12 months, next annual meeting, or change in control .
- Non-employee director annual compensation cap: $750,000; first-year cap: $1,000,000 (cash + equity, measured at grant-date fair value) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Notes |
|---|---|---|---|
| Power Integrations (POWI) | Fabless semiconductor | Director; Audit Committee | No SVCO-related commercial ties disclosed in proxy |
| Exro Technologies (EXRO) | Power-control electronics | Former Director; Comp Chair; Audit member | Service ended Apr 2024, before SVCO 2025 proxy record date |
Expertise & Qualifications
- Technology and semiconductor/EDA/TCAD expertise; software lifecycle; financial and governance capabilities; global sales; M&A; compensation/human capital leadership .
- Education: B.S. EE (VJTI), M.S.E.E. (Virginia Tech), MBA (Wharton) .
Equity Ownership
| Reference Date | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Mar 25, 2025 (proxy record date) | 10,077 | <1.0% (per proxy table) | Based on 28,804,876 shares outstanding at record date |
| Dec 31, 2024 (unvested RSUs) | 7,858 unvested RSUs | n/a | No outstanding stock options |
| May 22, 2025 (after Form 4 grant) | 33,469 (post-transaction holdings) | n/a | From Form 4 reporting 31,250-share stock award |
Insider trading activity (Section 16):
| Date | Form | Transaction | Shares | Price | Post-Holdings |
|---|---|---|---|---|---|
| Jul 11–12, 2024 | Form 4 | RSU grant (annual) | 7,858 | — | — (footnote only; award vests per schedule) |
| May 22–27, 2025 | Form 4 | Stock Award (grant) | 31,250 | $0 (as reported) | 33,469 |
Policies: Company has anti-hedging and anti-pledging policies; no pledging flags for Ganti noted in the proxy’s beneficial ownership section .
Governance Assessment
Strengths and positive signals:
- Independent director; Chair of the Compensation Committee with prior experience chairing a compensation committee (Exro) and service on an audit committee (Power Integrations), enhancing pay governance rigor .
- Compensation Committee uses an independent consultant (Compensia); Board determined no consultant conflicts .
- Attendance: all directors ≥75% in 2024; Compensation Committee met 9 times, indicating active engagement; Board holds regular executive sessions; clawback, anti-hedging and anti-pledging policies in place .
Risks and red flags to monitor:
- Controlled company status: Board intends to use exemptions so compensation and NCG committees need not be entirely independent while controlled; this can dilute minority investor protections despite Ganti’s own independence .
- Concentrated family control and related-party transactions (leases with entities controlled by Chair/Principal Stockholder Katherine S. Ngai-Pesic); creates structural conflict risks requiring robust Audit Committee oversight (Audit oversees related party approvals) .
- Broader litigation context (Nangate settlement dynamics and subsequent appellate reversal) underscores governance and legal risk environment during her tenure (company-level, not specific to Ganti) .
Overall implication: Ganti’s independent status, deep operating and technology background, and external board experience (including audit exposure) are positives for compensation oversight. The principal governance risk is the company’s controlled status and family-related party transactions—areas where sustained, well-documented committee oversight remains critical for investor confidence .
Appendix: Director Compensation Program – Equity Design
| Item | Detail |
|---|---|
| Annual RSU grant value | ~ $150,000, converted using 5-day VWAP |
| Vesting | Earlier of 12 months, next AGM, or change in control |
| First-year prorated grant | Permitted for off-cycle appointments; aligned to annual grant vesting cadence |
| Annual cap | $750,000; first-year cap $1,000,000 (cash + equity at grant-date FV) |