Babak A. Taheri
About Babak A. Taheri
Age 63; director since 2019 with a brief pause between September and November 2021; served as Chief Executive Officer from August 2019 through a CEO transition announced August 26, 2025 that appointed Dr. Walden C. Rhines as CEO effective August 19, 2025 . Education: B.S. (Engineering) San Francisco State University; M.S. (Electrical Engineering) San Jose State University; Ph.D. (Biomedical Engineering) University of California, Davis . Prior to CEO role, he was Silvaco CTO/EVP Products (Oct 2018–Aug 2019) and previously CEO/President of Integrated Biosensing Technologies (2015–2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silvaco Group, Inc. | Chief Technology Officer & EVP, Products | Oct 2018 – Aug 2019 | Senior product leadership ahead of CEO appointment |
| Silvaco Group, Inc. | Chief Executive Officer; Director | Aug 2019 – Aug 19, 2025 (CEO); Director since 2019 | Led IPO (May 2024) and served on Board; not on committees |
| Integrated Biosensing Technologies (IBT) | CEO & President | May 2015 – Oct 2018 | Operating leadership of advisory/consulting firm |
| MEMS World Summit; Novasentis; UC Davis (EE) | Advisory Board roles; Advisory Board Chair (UC Davis EE) | Various | External technology/academic advisory contributions |
| Parisi House on The Hill (non-profit) | Director | Jun 2021 – May 2022 | Community board service |
External Roles
| Organization | Role | Public company? | Committees |
|---|---|---|---|
| MEMS World Summit | Advisory Board | No | — |
| Novasentis, Inc. | Advisor | Private | — |
| UC Davis EE Dept. | Advisory Board Chair | Academic | — |
| Parisi House on The Hill | Director (former) | Non-profit | — |
No current public-company directorships are disclosed for Dr. Taheri .
Board Governance
- Independence and role: Not independent due to management role; no committee memberships while CEO; board lists blank committee assignments for Dr. Taheri .
- Attendance: In 2024, Board held 16 meetings; all directors serving in 2024 attended at least 75% of Board/committee meetings during their service period .
- Board leadership: Lead Independent Director is Dr. Hau L. Lee; regular executive sessions of non-management and independent directors are held .
- Controlled company: SVCO is a “controlled company” (Principal Stockholders ~69.8% voting power) and avails itself of Nasdaq exemptions for fully independent Compensation and Nominating/Corporate Governance committees; Audit Committee remains fully independent as required .
- Policies: Corporate Governance Guidelines; anti-hedging/anti-pledging; clawback policy (Rule 10D-1); majority voting for directors; no poison pill .
Fixed Compensation (Executive Role)
| Component | 2024 Amount/Term | Notes |
|---|---|---|
| Base Salary | $485,000 | Set by Amended & Restated Employment Agreement effective Jan 1, 2024 |
| Perquisites/Other | $12,000 car lease reimbursement cap (actual $12,000 in 2024); up to $20,000/yr whole life insurance (actual $34,394 in 2024 incl. taxes); up to $30,000 legal fees for A&R agreement (actual $30,000 in 2024) | As disclosed in SCT footnote and A&R agreement |
| Director fees | None (no additional pay for service as director) | Executives who are directors receive no director pay |
Performance Compensation (Executive Role)
| Metric | Policy/Target | 2024 Outcome |
|---|---|---|
| Annual Bonus Target (% of base) | A&R Agreement states 60% of base starting 2024 | Committee set target at 70% for 2024 design; overall individual achievement 95% of target |
| Bonus Mix | 30% cash; 70% RSUs (immediately vested) | Applied for 2024 awards |
| Cash Bonus Paid | — | $129,010 (Non-Equity Incentive Plan Compensation) |
| RSU Bonus Value | — | $193,516 (RSU portion of FY24 bonus) |
| Total FY24 Bonus Value | Target × achievement | $322,526 (= $129,010 cash + $193,516 RSUs), consistent with 70% target × 95% achievement |
| Long-term Equity (LTI) | 2024 annual RSU Award | $6,772,230 grant-date fair value (separate from bonus RSUs) |
| LTI Vesting | Generally 4-year vesting, 25% at 1-year then quarterly | Company LTI practice for NEOs in 2023–2024 |
| Performance Metrics | Corporate and individual KPIs; numeric KPIs not disclosed | Bonuses tied to attainment; Committee retains discretion |
Equity award detail and vesting schedules:
- A&R Employment Agreement grant of 350,000 RSUs: 175,000 vested May 14, 2024; remaining 175,000 vest over two years post-IPO (50% on first anniversary of IPO close; remaining 50% quarterly over next four quarters) .
- 2024 grant: 73,000 RSUs with liquidity-event vesting; 36,500 vested at IPO; remaining 36,500 time-vest half on Jan 1, 2025 and balance quarterly through Jan 1, 2026 .
- 2023 grant: 72,985 RSUs; 47,896 vested at IPO; remaining 25,089 vest quarterly from Jul 1, 2024 to Jan 1, 2026 .
Change in control and severance:
- Non-CIC termination (without cause or good reason): 15 months’ base salary + pro-rated target bonus; up to 15 months COBRA; accelerated time-based vesting on 25% of then-outstanding equity (CEO only) .
- CIC window (3 months pre–12 months post): 18 months’ base salary; pro-rated target bonus; up to 18 months COBRA; 100% time-based vesting of then-outstanding equity .
- IPO accelerated vesting: CEO entitled to 50% acceleration of then-unvested RSUs at IPO close (May 2024) .
- Clawback: Policy adopted per Rule 10D-1; comp subject to recovery following a restatement .
- Options: Company does not currently grant new stock options/SARs .
Other Directorships & Interlocks
- No other public-company board roles disclosed for Dr. Taheri; external roles limited to advisory/academic and non-profit board service .
- Board-level interlocks/related parties: SVCO is controlled by Principal Stockholders (~69.8%). Family relationships among Chair Katherine S. Ngai‑Pesic (mother of director‑nominee Iliya Pesic and aunt of director Anthony K.K. Ngai) are disclosed; the NCG Committee oversees independence/conflict risks .
Expertise & Qualifications
- Technical and industry: Semiconductor, EDA/TCAD and software experience; corporate governance, finance, global sales/strategy, M&A competence per Board skills matrix .
- Academic/industry advisory roles bolster domain insight and technology network .
Equity Ownership
| Beneficial Ownership (as of Mar 25, 2025) | Shares | % Outstanding |
|---|---|---|
| Total beneficially owned | 424,747 | 1.5% |
| Includes RSUs vesting within 60 days | 98,578 | — |
| ESPP purchases (within 60 days) | ~1,500 shares | — |
Outstanding unvested equity awards (as of Dec 31, 2024):
| Grant Date | Unvested RSUs (#) | Market Value @ $8.08 | Key Vesting Terms |
|---|---|---|---|
| 4/22/2022 | 5,860 | $47,349 | Vested on Jan 1, 2025 and Apr 1, 2025 |
| 1/26/2023 | 15,967 | $129,013 | Quarterly through Jan 1, 2026 after IPO liquidity vest |
| 2/20/2024 (A&R) | 175,000 | $1,414,000 | Half vested May 13–14, 2025; remainder quarterly thereafter |
| 2/20/2024 (73k plan) | 36,500 | $294,920 | Half vested Jan 1, 2025; remainder quarterly through Jan 1, 2026 |
Policies: Anti-hedging and anti-pledging apply to directors and officers; no pledges by Dr. Taheri disclosed. Note: Chair Ms. Ngai‑Pesic has 1,000,000 shares pledged as collateral (board-level red flag) .
Insider Trades and Section 16 Compliance
| Date/Item | Detail |
|---|---|
| Nov 7, 2024 | Late Form 4 filed for Dr. Taheri (and others) related to share withholding on RSU settlement post lock-up expiry; administrative error cited |
Governance Assessment
- Strengths: Deep semiconductor/EDA operator with multi-decade domain experience; substantial at-risk equity and bonus mix aligned to performance; clawback and anti-hedging/pledging policies in place; majority voting and independent audit committee; regular executive sessions with designated Lead Independent Director .
- Concerns/RED FLAGS:
- Controlled company: 69.8% voting control by Principal Stockholders; reliance on Nasdaq exemptions for fully independent Comp and NCG committees reduces minority-holder safeguards .
- Related-party exposure: Leases with Chair-controlled entities; prior line of credit from Chair; prior company guarantee on Chair-controlled entity loan (now repaid/released) .
- Pledging: Chair has 1,000,000 shares pledged as collateral, which can heighten governance/overhang risks despite an anti-pledging policy subject to pre-clearance .
- Pay magnitude/mix: Large 2024 RSU awards to CEO alongside IPO-acceleration features; while common around IPOs, investors should monitor dilution and vesting outcomes relative to TSR and financial performance .
- Leadership transitions: CFO resignation effective April 11, 2025 and CEO transition in August 2025 introduce execution/continuity risk; severance and award terms should be monitored for alignment .
Important role clarification: Dr. Taheri was not an independent director while serving as CEO; the company explicitly classifies him as non‑independent. Post the Aug 2025 CEO transition, the 8‑K confirms Dr. Rhines became CEO; Dr. Taheri’s subsequent independence status is not specified in the cited filings and should be confirmed in later disclosures .