Jodi L. Shelton
About Jodi L. Shelton
Jodi L. Shelton (age 59) is an independent director of Silvaco Group, Inc. (SVCO) serving since September 2022, with current committee assignments on Compensation and Nominating & Corporate Governance (NCG) . She co-founded the Global Semiconductor Alliance (GSA) in 1994 and has been its Chief Executive Officer since inception; she also co-founded Shelton Group, a strategic investor relations firm, and serves as its chair. Shelton holds a B.S. in political science from San Diego State University and an M.S. in political science from University of Houston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Semiconductor Alliance (GSA) | Co-Founder, Chief Executive Officer | 1994–Present | Industry leadership and ecosystem convening |
| Shelton Group (Investor Relations) | Co-Founder, Chair | Feb 1994–Present | Strategic IR; capital markets communications |
| LF Capital Acquisition Corp. II (SPAC) | Director | Mar 2021–Oct 2023 | Audit and Compensation Committees |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Global Semiconductor Alliance | Industry Association | CEO | Not a public company; industry network depth |
| Shelton Group | Private firm | Chair | Investor relations advisory |
| Public company boards | Public | None disclosed current | Prior public SPAC directorship ended Oct 2023 |
Board Governance
- Committee assignments: Compensation Committee member (since Apr 2024) and NCG Committee member (since Sep 2022) .
- Independence: The Board determined Shelton is independent under Nasdaq standards; she also meets additional independence requirements specific to compensation committee membership .
- Attendance: In 2024 the Board held 16 meetings; all directors serving in 2024 attended at least 75% of Board and applicable committee meetings during their service period .
- Lead Independent Director and executive sessions: Hau L. Lee is Lead Independent Director; the Board holds regular executive sessions of non-management directors, with the Chair presiding. Independent directors also meet in executive sessions .
- Controlled company status: Principal Stockholders collectively hold ~69.8% of voting power; SVCO utilizes Nasdaq “controlled company” exemptions for compensation and NCG committees composition .
Fixed Compensation
| Component | Policy Detail | 2024 Shelton Amount ($) |
|---|---|---|
| Annual Board retainer (cash) | $40,000 per non-employee director | Included in fees |
| Committee membership fee (non-chair) | $5,000 per committee member annually (cash or stock at director’s election) | Included in fees |
| Committee chair fee | $15,000 per committee chair annually | N/A |
| Lead Independent/Chair add’l retainer | $30,000 (for Chair of the Board and Lead Independent Director) | N/A |
| Other legacy group | Business Enhancements & Strategy Group $5,000 annual retainer; dissolved prior to IPO | Included if applicable |
| Total cash fees (2024) | — | $52,363 |
Performance Compensation
| Equity Grant | Grant Date | Shares (RSUs) | Grant-Date Fair Value ($) | Vesting Conditions |
|---|---|---|---|---|
| Annual Director RSU | Jul 11, 2024 | 7,858 | 149,773 | RSUs vest on the earlier of 12 months from grant, next annual meeting, or change in control |
| Valuation basis (program) | — | — | Approx. $150,000 target converted using 5-day VWAP; accounting fair value per ASC 718 differs | — |
Other Directorships & Interlocks
| Company | Relationship Type | Role | Potential Interlock/Dependency |
|---|---|---|---|
| LF Capital Acquisition Corp. II | Prior public SPAC | Director; Audit and Compensation Committees | No SVCO related-party linkage disclosed |
| GSA | Industry body | CEO | Broad industry ties; no SVCO related-party transactions disclosed |
| Shelton Group | Private firm | Chair | No SVCO related-party transactions disclosed |
Expertise & Qualifications
- Semiconductor industry and ecosystem leadership via GSA, with governance and human capital experience reflected in Board’s skills matrix .
- Corporate governance and compensation oversight experience (NCG and Compensation Committees) .
- Capital markets and investor relations expertise through Shelton Group .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 21,296 | As of Mar 25, 2025; includes RSUs vesting within 60 days |
| Percent of outstanding | <1.0% | “* Represents less than 1.0%” per proxy footnote |
| Unvested RSUs (12/31/2024) | 7,858 | From 2024 annual grant |
| Options outstanding | None | No stock options outstanding for non-employee directors |
| Hedging/pledging policy | Anti-hedging and anti-pledging policies in place; pre-clearance and blackout rules detailed |
Governance Assessment
-
Strengths
- Independent status and service on Compensation and NCG committees; compensation committee independence affirmed by the Board .
- Regular executive sessions and presence of a Lead Independent Director; Board conducted annual self-evaluations and implemented governance training .
- Transparent director compensation with balanced cash/equity and caps under 2024 Stock Incentive Plan .
-
Risks and Monitoring Points
- Controlled company governance: Principal Stockholders hold ~69.8% voting power and exercise director designation rights via a Stockholders Agreement; committee composition may include non-independent members under exemptions (e.g., Chair and certain family relations) .
- RED FLAG: Principal Stockholder pledged 1,000,000 shares as loan collateral despite anti-pledging policy disclosure; indicates policy override for insiders and potential misalignment risk .
- CFO turnover: CFO resigned effective Apr 11, 2025; leadership continuity risk around financial reporting requires audit committee vigilance (not directly attributable to Shelton but relevant to overall governance environment) .
- Litigation environment: Multiple shareholder alert press releases noted in late 2024–early 2025; monitor for governance implications (no director-specific findings disclosed) .
-
Related-Party Exposure
- No related-party transactions disclosed for Shelton; Audit Committee reviews and must approve related-person transactions under policy .
-
Alignment and Engagement
- Equity holdings include time-based RSUs; attendance disclosure indicates ≥75% threshold met by all directors in 2024; no Section 16(a) delinquencies disclosed for Shelton (late Form 4s were for certain officers only) .
Overall, Shelton brings sector network depth and governance committee experience. Key investor confidence watchpoints are the controlled company structure, family relationships on the Board, and the pledge by a principal stockholder; none are directly attributable to Shelton, but they shape the governance context in which she operates .