Paul Walsh Jr
WOLFSPEEDAbout Paul V. Walsh, Jr.
Independent director of Wolfspeed, Inc. since May 2025; age 61. Former CFO, SVP and Treasurer at Allegro MicroSystems (2014–2022), CFO/SVP at Rocket Software (2013–2014), and multiple finance leadership roles including CFO at Silicon Laboratories (2004–2013). Currently serves on the boards of Semtech Corporation and Kopin Corporation; extensive semiconductor finance and operating experience. The Board determined Mr. Walsh is independent under NYSE Listing Rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegro MicroSystems (Nasdaq: ALGM) | CFO, SVP & Treasurer | 2014–2022 | Led finance in automotive/industrial semis; >30 years industry experience |
| Rocket Software | CFO & SVP | 2013–2014 | Global software finance leadership |
| Silicon Laboratories (Nasdaq: SLAB) | CFO & SVP | 2011–2013 | Executive financial leadership |
| Silicon Laboratories (Nasdaq: SLAB) | Chief Accounting Officer & VP Finance | 2006–2011 | Accounting controls and reporting |
External Roles
| Organization | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Semtech Corporation (Nasdaq: SMTC) | Director | Current | Interlock: WOLF director Hong Q. Hou is Semtech’s President & CEO and a Semtech director |
| Kopin Corporation (Nasdaq: KOPN) | Director | Current | Microelectronics; no related-party transactions disclosed with WOLF |
Board Governance
- Committee assignments: Audit Committee member during FY2025; appointed Audit Committee Chair in September 2025. Audit Committee held seven meetings in FY2025 .
- Other committees: Not listed as a member of Compensation or Governance & Nominations committees following the September 2025 reconstitution .
- Independence: Board determined Mr. Walsh is independent under NYSE rules .
- Attendance: Board held 28 meetings in FY2025; each incumbent director (including those serving during the year) attended ≥75% of Board and committee meetings during their service period. Independent directors meet in regular executive sessions after each scheduled Board meeting .
- Leadership: Board Chair is Anthony Abate (independent). Chairs of Audit, Compensation, and Governance committees are independent directors .
- Risk oversight: Audit Committee oversees financial risk, controls, compliance, and related-party review; Compensation Committee reviews incentive risk; committees report to Board .
Fixed Compensation
| Item | Amount | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash (Walsh) | $55,600 | FY2025 | Includes quarterly fee of $50,000 paid in cash in lieu of equity award due to suspended RSU grants for new directors amid restructuring |
| Stock Awards (Walsh) | $0 | FY2025 | RSU program for new directors was suspended; Board intends new equity component in FY2026 |
Director retainer schedule (adopted May 1, 2025):
| Role | Quarterly Retainer | Annualized |
|---|---|---|
| Board member | $16,250 | $65,000 |
| Chair of the Board | $18,750 | $75,000 |
| Audit Committee Chair | $7,500 | $30,000 |
| Audit Committee member | $3,750 | $15,000 |
| Compensation Committee Chair | $5,000 | $20,000 |
| Compensation Committee member | $2,500 | $10,000 |
| Governance & Nominations Chair | $3,750 | $15,000 |
| Governance & Nominations member | $1,250 | $5,000 |
- Special cash programs in FY2025: Supplemental director fee for then-serving non‑employee directors equal to $15,000 per month for Dec 2024–May 2025 (lump‑sum $90,000); Chair received $100,000 per month May–Aug 2025 for additional duties. New equity award component intended for FY2026 .
Performance Compensation
- WOLF did not grant performance equity to Mr. Walsh in FY2025 due to suspension of RSU awards for new directors. Board intends to implement a new equity award component in FY2026 (historically RSUs vesting after one year for directors) .
- Company-level incentive metrics overseen by the Board and Compensation Committee (context for pay-for-performance oversight):
| Metric | Weighting | Threshold | Target | Maximum | FY2025 Actual | Payout |
|---|---|---|---|---|---|---|
| Revenue | 30% | $800M | $920M | $1,025M | $758M | 0% |
| Non-GAAP Gross Margin % | 30% | 8% | 14.1% | 16% | (0.6)% | 0% |
| Adjusted EBITDA | 30% | ($116)M | ($29)M | $0M | ($210)M | 0% |
| ESG – Water Recycling | 3.3% | 17.25% | 19% | 22% | 22.4% | 200% |
| ESG – TRIR | 3.3% | 1.3 | 1.1 | 0.75 | 1.18 | 74% |
| ESG – DEI | 3.4% | 22.3% | 27.8% | 55.7% | 26.1% | 87.3% |
- Aggregate calculated payout was 10%; Committee approved a discretionary 10% increase to 20% for retention; relevant to the Board’s oversight of incentive risk and morale .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| Semtech Corporation | Director | Direct interlock with WOLF director Hong Q. Hou (Semtech CEO/director). No related party transactions disclosed between WOLF and Semtech |
| Kopin Corporation | Director | No related party transactions disclosed with WOLF |
Expertise & Qualifications
- Former public-company CFO; deep financial reporting, capital markets, and semiconductor operations experience; strengthens audit oversight and financial discipline on WOLF’s Board .
- Board-level experience across multiple semiconductor firms; relevant to strategic and risk oversight in cyclical, capital-intensive markets .
- Audit Committee leadership at WOLF since September 2025; Audit Committee member during FY2025 .
Equity Ownership
| Category | Detail |
|---|---|
| Total beneficial ownership | None reported (“—”); <1% of O/S shares |
| Vested vs unvested | Not disclosed; FY2025 RSUs for new directors suspended |
| Pledged/hedged | Company policy prohibits pledging and hedging by directors; no pledging disclosed for Mr. Walsh |
| Ownership guidelines | Non‑employee directors expected to hold shares worth ≥5x annual cash retainers within five years of appointment; RSUs count, options/PSUs do not |
Governance Assessment
- Strengths
- Independence and audit leadership: Appointed Audit Committee Chair Sept 2025; relevant CFO background enhances financial oversight .
- Attendance and engagement: Board met 28 times in FY2025; incumbent directors met ≥75% participation; audit committee active (7 meetings) .
- Strong anti‑hedging/pledging and clawback policies; robust related‑party review structure under Audit/Compensation Committees .
- Watch items / RED FLAGS
- Ownership alignment gap: No reported share ownership and suspension of director RSUs in FY2025 may weaken alignment until FY2026 equity program is implemented .
- Filing timeliness: Late Form 3 at appointment (administrative lapse); minor but noted in Section 16(a) disclosure .
- Interlock risk: Shared Semtech board exposure with another WOLF director (Hou); no related party transactions disclosed, but monitor for conflicts if commercial ties arise .
- Compensation structure signals
- For FY2025, director pay emphasized cash over equity due to restructuring, with $50,000 quarterly in lieu of RSUs for new appointees; Board intends to reintroduce equity in FY2026 .
Related-party transactions: None disclosed involving Mr. Walsh; Audit Committee must approve any such transactions; oversight framework in place .