Katherine S. Ngai-Pesic
About Katherine S. Ngai-Pesic
Katherine S. Ngai-Pesic, age 75, is Chair of the Board at Silvaco Group, Inc. and a director since 2012. She co-founded Silvaco in 1984, holds a B.S. in chemistry and an M.S. in electrical engineering from Santa Clara University, and has over 30 years of semiconductor industry experience; she became Chair in December 2021 . Her primary occupation is President of Kipee International, Inc.; she also established an endowed associate professorship at Purdue’s ECE department .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silvaco Group, Inc. | Co-founder; Director; Chair of the Board | Co-founded 1984; Director since Nov 2012; Chair since Dec 2021 | Compensation Committee (member since May 2021; Chair Dec 2021–Sep 2022); NCG Committee (member since Dec 2021; Chair May–Dec 2021); Audit Committee (member May 2021–Sep 2022) |
| Silvaco Group, Inc. | Chair presiding over executive sessions | Ongoing | Chair presides at executive sessions of non-management directors; Lead Independent Director appointed (Dr. Hau L. Lee) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kipee International, Inc. | President | Since Mar 2001 | Real estate entity controlled by Ms. Ngai-Pesic |
| Lee Ho Yee Foundation | Chair, Board of Directors | Since Apr 2021 | Founded by Ms. Ngai-Pesic |
| Marriott Business Center HOA Association | President | Since Oct 2012 | Community leadership role |
| Purdue University ECE | Endowed Associate Professorship | Ongoing | Endowed by Ms. Ngai-Pesic |
Board Governance
- Independence: Not independent due to status as a Principal Stockholder; Silvaco is a “controlled company” (Principal Stockholders own ~69.8%), intending to use Nasdaq exemptions for fully independent Compensation and NCG committees; Audit Committee is fully independent per SEC/Nasdaq rules .
- Committee assignments (current): Compensation Committee member; NCG Committee member .
- Attendance: The Board held 16 meetings in 2024; all directors attended at least 75% of meetings and committee meetings during their service period .
- Family relationships/interlocks: Ms. Ngai-Pesic is the mother of director nominee Iliya Pesic and aunt of director Anthony K. K. Ngai; Mr. Ngai and Mr. Pesic are first cousins .
- Stockholders Agreement: Principal Stockholders (including Ms. Ngai-Pesic) have rights to designate director nominees based on ownership; they nominated Ms. Pesic, Mr. Ngai, and Mr. Pesic for the 2025 election .
| Director Name | Independent | Audit | Compensation | NCG | Notes |
|---|---|---|---|---|---|
| Katherine S. Ngai-Pesic | No | ● | ● | Current committee memberships; not Audit |
Fixed Compensation
| Component | Value ($) | Details |
|---|---|---|
| Annual Board retainer | 40,000 | Non-employee director cash retainer (2024 program) |
| Chair of the Board retainer | 30,000 | Additional annual cash retainer for non-exec Chair |
| Committee membership fees | 10,000 | Two non-chair committee memberships at $5,000 each (Compensation, NCG) |
| Fees Earned (Cash total) | 80,000 | Reported for 2024 |
| All Other Compensation | 15,000 | Consulting Agreement dated Jan 12, 2022; annual fee |
| Total | 95,000 | Director Compensation Table — 2024 |
Performance Compensation
- Equity program: Non-employee directors generally receive an annual RSU grant with total grant value ≈ $150,000, converted to RSUs using 5-day VWAP; RSUs vest on the earlier of the 12-month anniversary, next annual meeting, or change in control .
- 2024 RSU grants: Most non-employee directors received 7,858 RSUs on July 11, 2024; Ms. Ngai-Pesic did not receive a 2024 annual grant and had no unvested RSUs outstanding as of Dec 31, 2024 .
| Item | Details |
|---|---|
| 2024 RSU grant (standard) | 7,858 RSUs granted July 11, 2024; vest earlier of 12 months/next annual meeting/change in control |
| 2024 RSU grant (Ms. Ngai-Pesic) | None; unvested RSUs at year-end: — |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed in Ms. Ngai-Pesic’s biography section |
| Internal interlocks | Familial ties with Iliya Pesic (son) and Anthony K. K. Ngai (nephew); both serve/are nominated on Silvaco’s Board |
Expertise & Qualifications
- Extensive knowledge as co-founder and decades of semiconductor industry leadership; management experience and prior committee chair roles (Compensation, NCG; Audit member) .
- Technical education: B.S. in chemistry; M.S. in electrical engineering (Santa Clara University) .
- Executive and organizational leadership through Kipee International and foundation governance .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial Ownership (shares) | 10,461,105 |
| Ownership (% of outstanding) | 36.3% (based on 28,804,876 shares outstanding) |
| Shares pledged as collateral | 1,000,000 (Jefferies Wealth Management) |
| Unvested RSUs (12/31/2024) | — |
| Stock options outstanding | None for non-employee directors as of 12/31/2024 |
Governance Assessment
- Strengths: Deep company knowledge as co-founder; significant ownership aligns interests with long-term value creation; structured independent Audit Committee oversight, including approval of related party transactions; presence of a Lead Independent Director and regular executive sessions .
- Controlled-company dynamics: Principal Stockholders control ~69.8% of voting power; Board intends to use Nasdaq exemptions for fully independent Compensation and NCG committees—reducing independent oversight on pay and nominations relative to non-controlled peers .
- Independence and interlocks: Ms. Ngai-Pesic is not independent; family relationships with current/nominee directors increase the risk of influence on governance processes, particularly nominations and compensation .
- Compensation mix: Unlike other directors, she did not receive 2024 equity grants; compensation was predominantly cash plus a $15,000 consulting payment, creating potential questions on pay design and independence for a non-independent Chair .
- Related-party exposure: Multiple transactions with entities she controls—corporate HQ lease (≈$0.2m), UK and France office leases (≈$0.2m and ≈$0.1m), a $4.0m credit line (repaid; $2.1m principal/interest paid since Jan 1, 2024), and a prior company-guaranteed loan to her real estate entity (guarantee released July 2024); Audit Committee charter requires review/approval, but concentration of dealings represents ongoing conflict-of-interest risk .
- Risk indicators — RED FLAGS:
- Shares pledged as collateral (1,000,000) despite anti-pledging policy requiring preclearance—pledging can amplify forced-sale risk under stress .
- Extensive related-party transactions (leases, credit line, prior guarantee) with entities she controls .
- Controlled company exemptions reduce independent composition of Compensation and NCG committees, potentially weakening checks on pay and director nominations .
- Family ties to other board members heighten interlock concerns and potential influence over key board processes .
- Oversight mitigants: Audit Committee (fully independent) tasked with reviewing/approving related party transactions; anti-hedging and anti-pledging policy in place; compensation recovery (clawback) policy for officers adopted per Rule 10D-1 .
Implications for investors: High ownership aligns interests but is coupled with pledging and related-party dealings that can undermine investor confidence in governance rigor. Controlled-company status and family interlocks warrant close tracking of committee independence, related-party approvals, and any changes to equity pledge levels .