Satjiv Chahil
About Satjiv S. Chahil
Satjiv S. Chahil, age 74, has served as an independent Class II director of Universal Electronics Inc. since 2002. He is a Silicon Valley-based global marketing and innovations advisor and social entrepreneur (since 2011) with prior C‑suite roles at Apple, Palm, and Hewlett‑Packard; earlier career roles at IBM and Xerox. He holds a bachelor’s degree in commerce (Punjab University, Chandigarh) and a master’s degree from the American (Thunderbird) Graduate School of International Management. The Board has affirmatively determined he is independent under UEI’s Director Independence Standards and NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple, Palm, Hewlett‑Packard | C-level executive | Prior to 2011 | Leadership in digital convergence, new media, global marketing |
| IBM, Xerox | Management positions | Earlier career | Technology and operations experience |
| Various global tech companies (Blackberry, BMW, Sony, Swarovski, Beats Electronics, Starkey Hearing Technologies) | Senior Advisor | Various | Strategic marketing and innovations advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cinequest (Silicon Valley Film Festival) | Board member | Not disclosed | Non-profit arts/tech engagement |
| American India Foundation | Founder's Circle member | Not disclosed | Philanthropy/impact network |
| Public company boards | None disclosed | — | UEI proxy lists no other public boards for Chahil |
Board Governance
- Committee assignments: Member, Compensation; Corporate Governance, Sustainability & Nominating; Product Strategy & Innovations .
- Chair roles: None (current committee chairs are Mulligan – Corporate Governance, Pontual – Product Strategy & Innovations, Zinser – Audit, Hamilton – Compensation) .
- Independence status: Independent director under UEI standards and NASDAQ rules .
- Attendance/engagement: Board met 9 times in 2024; no director attended less than 75% of aggregate Board and committee meetings; independent directors meet in executive session at each regular meeting .
- Lead Independent Director framework: William C. Mulligan serves as Lead Independent Director, with executive sessions and agenda-setting responsibilities; CEO/Chair separation anticipated after the 2025 Annual Meeting .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $70,000 | $75,000 |
| Stock Awards ($) | $49,275 | $126,300 |
| Total Compensation ($) | $119,275 | $201,300 |
2024 Cash Fee Breakdown
| Component | Amount ($) |
|---|---|
| Annual Retainer | $50,000 |
| Committee Membership Fees | $25,000 |
| Other | $0 |
| Total Cash | $75,000 |
Program structure for independent directors (2024): Board cash retainer $50,000; committee memberships (Audit $10k, Compensation $10k, Corporate Governance $5k, Product Strategy & Innovations $10k); committee chair fees (Audit $11,250; Compensation $10,000; Corporate Governance $6,000; Product Strategy & Innovations $10,000) .
Performance Compensation
UEI shifted director equity from a fixed share count to a grant-date value approach and modified vesting in late 2024.
| Equity Metric | 2023 | 2024 |
|---|---|---|
| RSUs Granted (#) | 5,000 | 11,004 |
| Grant Date Fair Value ($) | $49,275 | $126,300 |
| Stock Awards Outstanding at Year End (#) | 3,750 | 9,754 |
| Vesting Terms | Ratable quarterly over the fiscal year | One-year cliff vesting (equity retainer) |
Program changes in December 2024:
- Annual equity retainer modified to grant-date value equal to $125,000 with one-year cliff vesting; one-time true-up grant of 6,004 RSUs (target value $56,100) to each independent director to align 2024 totals; Ms. Hamilton received a separate one-time $10,000 oversight fee (not applicable to Chahil) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Compensation Committee Interlocks | None; members (Hamilton – Chair, Chahil, Singer, Zinser) have not served as UEI executives nor have relationships requiring Item 404 disclosure; no reciprocal comp committee board overlaps by UEI executives . |
| Related-party transactions | UEI reviews and discloses related-person transactions per Item 404; none disclosed for Chahil in proxies reviewed . |
Expertise & Qualifications
- Core expertise: Digital convergence, new media, global marketing; corporate governance experience via multi-national tech company roles .
- Industry breadth: Computing, wireless control, consumer electronics .
- Education: Bachelor’s in commerce; master’s in international management (Thunderbird) .
Equity Ownership
| Ownership Measure (as of Apr 1, 2025) | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 141,065 |
| Ownership (% of shares outstanding) | 1.07% |
| RSUs Vesting Within 60 Days | 6,004 |
| Shares Held via Satjiv Chahil Trust (beneficial ownership disclaimed) | 135,061 |
| Stock Awards Outstanding at Year End 2024 (#) | 9,754 |
Alignment policies:
- Director stock ownership guideline: minimum $250,000; all independent directors met or are on track (new directors have 5 years) .
- Average independent director ownership: $588,711 (including time-based RSUs) vs. $250,000 guideline .
- Anti-pledging: Pledging prohibited; margin accounts disallowed; hedging permitted only within insider trading policy windows .
Governance Assessment
- Board effectiveness: Chahil is an engaged, long-tenured independent director (>23 years) with cross-functional committee work (Compensation, Governance, Product Strategy), supporting continuity and product/market oversight. Attendance thresholds were met across Board and committees, and the Board operates with independent executive sessions and a Lead Independent Director, strengthening oversight .
- Pay alignment and trends: Director compensation emphasizes equity; 2024 change to fixed grant value ($125k) with cliff vesting increases long-term alignment while simplifying comparability; Chahil’s 2024 equity award increased vs. 2023 consistent with program changes, not discretionary uplift .
- Conflicts/related-party exposure: No related-person transactions or compensation committee interlocks involving Chahil disclosed; independence affirmed by the Board; anti-pledging policy reduces alignment risks .
- Signals for investor confidence: Strong governance practices (clawback policies, stock ownership guidelines, independent committees). Say‑on‑pay support for UEI’s NEO program was ~86% in 2024, indicating stable shareholder sentiment toward comp practices overseen in part by Chahil and the Compensation Committee .
RED FLAGS
- None disclosed for Chahil regarding attendance shortfalls, related-party transactions, hedging/pledging, or interlocks requiring Item 404 disclosure .