Anthony K. K. Ngai
About Anthony K. K. Ngai
Anthony K. K. Ngai (age 43) is an independent director of Silvaco Group, Inc. (SVCO) since October 2018. He is CFO of Unience.io in Hong Kong, and previously held senior finance and trading roles including Head of Credit Trading at J.P. Morgan Asia Pacific. He holds a B.S. in quantitative finance (Chinese University of Hong Kong) and completed Harvard Business School’s Program for Management Development. The Board has affirmatively determined he is independent under Nasdaq standards, though he is a first cousin of director-nominee Iliya Pesic and nephew of Chair Katherine S. Ngai-Pesic, who are principal stockholders controlling ~69.8% of voting power .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unience.io | Chief Financial Officer | Jun 2022–present | Finance leadership in blockchain/Web3 applications |
| Gravity Capital Partners Co. | Partner | Sep 2020–Jun 2022 | Investment management leadership |
| Avanta Investment Management | Responsible Officer | Sep 2020–Jun 2022 | Regulatory and oversight role |
| J.P. Morgan Asia Pacific | Head of Credit Trading | Jun 2004–Sep 2018 | Led regional credit trading operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JUST FEEL (nonprofit) | Co-founder | Nov 2018–present | Mental health in education initiatives |
| Chinese University of Hong Kong, Chung Chi College | Board of Trustees | Since Jul 2020 | Academic governance |
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since Oct 2018 |
| Independence | Board-determined independent under Nasdaq |
| Committee assignments | Audit Committee member; Compensation Committee member; Nominating & Corporate Governance (NCG) Committee Chair |
| Prior chair role | Audit Committee Chair (Nov 2021–Apr 2022) |
| Meeting cadence 2024 | Board: 16 meetings; Audit: 10; Compensation: 9; NCG: 7 |
| Attendance | All directors attended ≥75% of Board/committee meetings in 2024 |
| Executive sessions | Regular sessions of non-management directors; Lead Independent Director (Dr. Hau L. Lee) presides when Chair not present |
| Controlled company status | Principal Stockholders control ~69.8%; Board avails itself of Nasdaq “controlled company” exemptions for Comp and NCG committees (not required to be entirely independent) |
- NCG Committee responsibilities explicitly include oversight of director independence and conflicts of interest, succession, governance policies, and ESG .
- Audit Committee oversees financial reporting, internal controls, auditor independence, cybersecurity risk, and reviews/approves related-party transactions .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Program ratified Sept 15, 2022 |
| Committee chair retainer | $15,000 | Per committee (Audit/Comp/NCG) |
| Committee member retainer | $5,000 | Per committee (non-chair) |
| Chair of Board retainer | $30,000 | Additional for non-executive Chair; not applicable to Anthony |
| Lead Independent retainer | $30,000 | Additional for Lead Independent; not applicable to Anthony |
| 2024 cash fees (Anthony) | $65,000 | Consistent with NCG Chair ($15k) + AC member ($5k) + CC member ($5k) + Board retainer ($40k) |
Performance Compensation
| Equity Grant | Grant Date | Shares (RSUs) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual Director RSU (Anthony) | Jul 11, 2024 | 7,858 | 149,773 | Vests on earlier of 12 months from grant, next annual meeting, or change-in-control |
- Director equity program targets ~$150,000 RSU grant value annually, converted using 5-day VWAP; awards are time-based and not tied to performance metrics .
Other Directorships & Interlocks
| Category | Findings |
|---|---|
| Current public boards | None disclosed for Anthony |
| Committee roles elsewhere | Not disclosed |
| Family relationships | Ms. Ngai-Pesic (Chair) is Anthony’s aunt; Anthony and nominee Iliya Pesic are first cousins |
| Controlling stockholder designation rights | Principal Stockholders can designate Board nominees based on ownership; nominees include Ms. Ngai-Pesic, Mr. Ngai, and Mr. Pesic in 2025 |
Expertise & Qualifications
- Financial expertise; prior audit chair; current membership on Audit and Compensation Committees .
- Technology/semiconductor industry exposure via Unience.io and prior financial services leadership .
- Corporate governance leadership as NCG Chair; oversight spans independence, conflicts, succession, and ESG .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 37,827; less than 1% of outstanding |
| RSUs vesting within 60 days (Mar 25, 2025) | 7,858 |
| Unvested RSUs outstanding (Dec 31, 2024) | 7,858 |
| Options | None outstanding |
| Anti-hedging/pledging policy | Company prohibits derivatives/hedging; margining/pledging require pre-clearance |
Governance Assessment
-
Strengths:
- Multi-committee service with prior Audit Chair experience; current NCG Chair directly responsible for independence, conflicts, and governance policy oversight .
- Independent director per Nasdaq; 2024 Board and committee engagement levels appear robust with frequent meetings; no Section 16 delinquency noted for Anthony .
- Director compensation skewed to equity (RSUs), supporting alignment; 2024 mix: $65,000 cash, $149,773 stock awards .
-
Risks and potential conflicts:
- Controlled company status with ~69.8% voting power; Principal Stockholders can designate nominees, and Anthony is a family member of controlling stockholders—elevates perceived influence risk despite independence designation .
- Compensation and NCG committees include non-independent directors under exemptions; committee independence may be diluted even with an independent chair (Anthony) .
- Related-party transactions with entities controlled by Ms. Ngai-Pesic (consulting fees, office leases, prior credit line); while overseen by the Audit Committee, these pose ongoing conflict optics to the Board where Anthony serves .
- Share pledging by Chair Ms. Ngai-Pesic (1,000,000 shares at Jefferies)—a red flag for alignment and potential forced selling risk in stress scenarios; Anthony himself has no pledged shares disclosed .
-
Signals to monitor:
- Composition and independence of the Compensation and NCG committees over time given controlled company exemptions .
- NCG Committee actions under Anthony’s chairmanship regarding director independence, conflicts, and governance training/education initiatives indicated by the Board’s self-evaluation feedback .
- Audit Committee review of related-party transactions and any updates to policies that mitigate conflict risks .
RED FLAGS
- Controlled company with Principal Stockholders able to designate nominees; familial relationships among directors (aunt/nephew; cousins) .
- Non-independent directors serving on Compensation and NCG committees under Nasdaq exemptions .
- Chair’s pledged shares despite anti-pledging policy—potential misalignment risk in adverse markets .