Supervisory Board
The Supervisory Board supervises the policies pursued by the Managing Board and the general course of affairs and business of the Company and supports the Managing Board with its advice.
In fulfilling their duties, our Supervisory Board members serve the best interests of ST and its business, taking into consideration the interests of all ST shareholders and other stakeholders.
Our Supervisory Board supervises and advises our Managing Board in performing its management tasks and setting the direction of our affairs and business. Among other matters our Supervisory Board supervises the structure and management of systems of internal business controls, risk management, strategy and the financial reporting process. In addition, it determines the remuneration of the sole member of the Managing Board within the remuneration policy adopted by the General Meeting of Shareholders.
Our Supervisory Board in numbers
The members of our Supervisory Board are carefully selected based on their combined experience, expertise, knowledge, as well as the business in which we operate.
Our Board consists of such number of members as is resolved by the General Meeting of Shareholders upon a non-binding proposal of the Supervisory Board, with a minimum of six members. The Supervisory Board is currently composed of nine members, who are appointed for one or more three-year term(s).
The composition of the Supervisory Board shall be such that the combined experience, expertise and independence of its members enables the Supervisory Board to best carry out the variety of its responsibilities and duties to the Company and all others involved in the Company, consistent with applicable laws and regulations.
Simonetta Acri has been a member of our Supervisory Board since May 2025. She serves on our Supervisory Board’s Audit Committee and Compensation Committee. She is an Independent Board Member at several companies and a senior corporate finance advisor since 2023. She is a Senior Advisor at Cherry Bank, and sits on the boards of BdM Banca, 21Invest SGR Private Equity fund and Defence Tech. She has extensive experience in the banking and financial services sector, with a strong track record in corporate finance, risk management, and regulatory compliance. She previously held executive management positions at SACE, Italy’s Export Credit Agency and insurance & finance group, including Chief MID Market Officer and Member of the Executive Committee between 2019 and 2022. She has been actively involved in initiatives aligned with the European Green New Deal, advocating for responsible investment strategies that prioritize climate resilience and sustainable development. She previously held corporate finance management positions at several firms including Deutsche Bank and Morgan Grenfell. Ms. Acri holds a master’s degree in political science and international affairs from the University of Padua.
Orio Bellezza has been a member of our Supervisory Board since December 18, 2025. He is the chairman of the board of graphene-based optoelectronics startup 2D Photonics. He has extensive experience in the semiconductor industry, with about 40 years at STMicroelectronics including in several leadership roles where he last held the position of President, Technology, Manufacturing, Quality and Supply chain until July 2023. Previous positions included Executive Vice-President, Front-End Manufacturing, focusing on the expansion and rationalization of ST’s global manufacturing infrastructure; Flash Memory and R&D General Manager focusing on the operations and development of Memory, BCD and MEMS; and Central R&D Group Vice President. He had previously occupied multiple technical and management functions since joining ST in 1984. Orio Bellezza holds a master’s degree in chemistry from Milan State University.
Pascal Daloz has been a member of our Supervisory Board since May 2024. Pascal Daloz has been Chief Executive Officer of Dassault Systèmes, world leader in virtual universes and a global top ten software company, since January 2024. Having acquired an extensive experience in strategy and technology innovation management with investment banks and consultancy firms, Pascal Daloz joined Dassault Systèmes in 2001 as Vice President Research, Strategy and Market development. He became Vice President, Strategy and Business Development (2003), Executive Vice President, Strategy and Marketing (2007), then Executive Vice President, Corporate Strategy and Market Development (2010), and then Executive Vice President, Brands and Corporate Development (2014). In 2018, Daloz became head of corporate Finance and Strategy. Mr Daloz was Dassault Systèmes’ Chief Operating Officer and Head of the Operations Executive Committee from 2020 to 2023, and Deputy CEO in 2023, orchestrating the transformation of all strategic functions, with the aim for Dassault Systèmes to become the world leader in three key sectors of the economy: Manufacturing Industries, Life Sciences & Healthcare, Infrastructure & Cities. He serves as Chairman of MEDIDATA, world leader in clinical trials, and of 3DS OUTSCALE, the cloud services company founded by Dassault Systèmes. Mr Daloz is an independent member of the Board of Directors of Sopra-Steria. He is an alumnus from the Ecole des Mines de Paris (France).
Ana de Pro Gonzalo has been a member of our Supervisory Board since June 2020. She chairs our Supervisory Board’s Audit Committee and serves on our Supervisory Board’s Sustainability Committee. She has been an independent non-executive director for Mobico Group PLC (formerly National Express Group PLC) since October 2019 and a member of its audit committee and remuneration committee and she serves as independent non-executive director of Novartis A.G. and as a member of its audit and risk committees since March 2022. Until December 2020, she was chief financial officer of Amadeus IT Holding (a world leading technology provider and transaction processor for the global travel and tourism industry), with global responsibility for financial management and control for the Amadeus group. She was appointed in this role in February 2010 and was also a member of the Amadeus executive management team. From 2002 to 2010, Ms. De Pro Gonzalo was corporate general manager at Sacyr Vallehermoso and was instrumental in leading the international expansion of one of the major construction groups in the world. From 1994 to 2002, Ms. De Pro Gonzalo was deputy general manager and finance director at Metrovacesa, and from 1990 to 1994 she was a senior auditor at Arthur Andersen. She has been independent non-executive director for Merlin Properties, S.A. from 2015-2017 and for Indra Sistemas S.A. from 2020-2022. Since June 2019, Ms. De Pro Gonzalo is an independent member of the non-profit Global Steering Group for Impact Assessment (Consejo Asesor Nacional Español) and member of the Board of Trustees of foundation Juan XXIII for the people with special intellectual needs since October 2020. She has been appointed as of December 4th, 2024 to the Board of Gavi, the Vaccine Alliance, an international organization with the goal of increasing equitable & sustainable use of vaccines to save lives and protect people’s health. Ms. De Pro Gonzalo holds a BSc in Business Studies, specializing in Auditing, from Universidad Complutense de Madrid, and completed IESE Business School’s general management executive program.
Werner Lieberherr has been a member of our Supervisory Board since May 2025. He serves on our Supervisory Board’s Audit Committee, Strategic Committee and Sustainability Committee. He is Chief Executive Officer of MorGen Energy, a developer of large-scale green hydrogen ecosystems, fully owned by Trafigura, since March 2025. With extensive international leadership experience across energy, aerospace, and automotive industries in the US, Europe and Asia, he joined MorGen after five years as CEO of Landis+Gyr AG. He previously led the MANN+HUMMEL Group and served as CEO of B/E Aerospace, Inc. Following B/E Aerospace’s acquisition by Rockwell Collins in 2017, he played a key role in its integration and later in Rockwell Collins’ acquisition by United Technologies. Earlier in his career, Werner spent 16 years in management roles at ABB and Alstom Power. As a global citizen, he has spent more than 20 years in the US, bringing in-depth knowledge of US market dynamics and customer needs to the board. Werner Lieberherr holds a degree in Operations Research & Industrial Engineering from ETH Zurich and a Master of Business Administration (MBA) from the Kellogg Graduate School of Management in Chicago.
Frédéric Sanchez Frederic Sanchez has been a member of our Supervisory Board since June 2017. He chairs our Supervisory Board’s Compensation Committee and serves also on our Supervisory Board’s Audit Committee, Strategic Committee and Nominating & Corporate Governance Committee. Mr. Sanchez is the chairman of Fives’ executive board, an industrial engineering group with heritage of over 200 years of engineering excellence and expertise. Fives designs and supplies machines, process equipment and production lines for the world’s largest industrial groups in various sectors such as aluminium, steel, glass, automotive, logistics, aerospace, cement and energy, in both developing and developed countries. Mr. Sanchez started his career in 1985 with Renault in Mexico, then in the USA. In 1987 he became a mission manager at Ernst & Young. In 1990 he joined Fives-Lille group, in which he held various positions before being appointed chief financial officer in 1994 and becoming chief operating officer in 1997. In 2002, the “Compagnie de Fives-Lille” (renamed Fives in 2007) became a company with a Management and Supervisory Board chaired by Mr. Sanchez. In 2018, Fives became a French simplified joint stock company (société par actions simplifiée) and Mr. Sanchez its chairman and Chief Executive Officer. Within MEDEF (French Business Confederation), Mr. Sanchez is President of MEDEF International, President of the Council of Entrepreneurs France-Japan, France-United Arab Emirates and France-Bahrain. Mr. Sanchez is an administrator of Orange, Thea and Bureau Veritas and he is honorary co-president of the Alliance Industrie du Futur. Mr. Sanchez graduated from HEC Business School (1983) and Sciences-Po Paris (1985) and he also holds a Master Degree in Economics from Université Paris-Dauphine (1984).
Armando Varricchio has been a member of our Supervisory Board since December 18, 2025. He has a comprehensive knowledge of international relations and global economic issues. In his four-decade diplomatic service he has played a pivotal role in policy making and high-level negotiations both at national and European level. He has been a senior member of Italian and European official delegations at numerous international summits with Heads of State and Government. He is currently the most senior Foreign Service Official in the Italian Ministry of Foreign Affairs. He was most recently Ambassador of Italy to the Federal Republic of Germany (2021-2025), and previously Ambassador to the United States and Serbia. He served as National Security Advisor to the Italian Prime Minister and Personal Representative (“Sherpa”) for the G7 and G20, Diplomatic Advisor to the President of the Italian Republic, Sherpa at the G7/8 summits for the EU and Chief Diplomatic Advisor to the President of the European Commission. He has been bestowed by the President of the Republic of Italy with the honor of Knight of Grand Cross - the highest Italian award. Armando Varricchio holds a master’s degree in international relations from the University of Padua.
Helene Vletter-van Dort has been a member of our Supervisory Board since May 24, 2023. She chairs our Supervisory Board’s Nominating and Corporate Governance Committee and serves on our Supervisory Board’s Audit, Compensation and Sustainability Committees. Mrs. Vletter-van Dort is a partner at De Bestuurskamer (since 2022) and a professor of financial law and governance at Erasmus School of Law, Rotterdam (since 2004). She holds a BA / LLM in corporate and commercial law from the University of Leiden and a PhD from the Utrecht University. Mrs. Vletter-van Dort has been the chairperson of the board of Intertrust NV from 2015 until 2022. She has been a member of the board of Fortis Bank Netherlands (from 2008 until 2010) and member of its risk committee and remuneration committee. Ms. Vletter-van Dort has been a member of the board of the Dutch Central Bank and chair of its committee on supervisory policy (from 2010 until 2014). She has been a member of the Dutch Monitoring Committee Corporate Governance (from 2009 until 2018) and, from 2017 until 2019, a member of the board of Barclays Bank Plc and chair of its remuneration committee. From 2015 - 2023, Ms. Vletter-van Dort has been a member of the board of NN Group NV and, since 2019, vice-chair as well as chair of its remuneration committee. She is also a member of the board of the Dutch Foundation for Public Broadcasting, NPO (since 2020), Anthos Fund & Asset Management (since 2021) and Nyenrode Business University (since 2022) and serves on its audit committee and chairs its education & research committee. From 2018 - 2024, she was the chairperson of Stichting Luchtmans, protective foundation Koninklijke Brill NV, a 335-year old listed publisher.
Committees
In performing its duties, our Supervisory Board is advised and assisted by the following committees:
- the Strategic Committee,
- the Audit Committee,
- the Compensation Committee,
- the Nominating and Corporate Governance Committee, and
- the Sustainability Committee.
The committees all report to our Supervisory Board. Only members of the Supervisory Board can be committee members.
Our Strategic Committee advises the Supervisory Board on and monitor key developments within the semiconductor industry and our overall strategy, and is, in particular, involved in supervising the execution of corporate strategies and in reviewing long‐term planning and budgeting.
Members:
- Nicolas Dufourcq, Chair of the Strategic Committee
- Werner Lieberherr
- Frederic Sanchez
Our Audit Committee assists the Supervisory Board in fulfilling its oversight responsibilities relating to corporate accounting, reporting practices, and the quality and integrity of our financial reports as well as our auditing practices, legal and regulatory related risks, execution of our auditors’ recommendations regarding corporate auditing rules and the independence of our external auditors.
Our Audit Committee regularly reviews management’s conclusions as to the effectiveness of internal control over financial reporting and supervises the implementation of our corporate ERM process.
As part of each of its quarterly meetings, our Audit Committee also reviews our financial results as presented by Management/ and whistleblowing reports, including independent investigative reports provided in relation thereto.
Members:
- Ana de Pro Gonzalo, Chair of the Audit Committee
- Simonetta Acri
- Werner Lieberherr
- Frederic Sanchez
- Hélène Vletter-van Dort
Our Compensation Committee advises our Supervisory Board in relation to the compensation of our President and Chief Executive Officer and sole member of our Managing Board, including the variable portion of such compensation based on performance criteria recommended by our Compensation Committee. Our Compensation Committee also reviews the stock‐based compensation plans for our senior managers and key employees.
Members:
- Frederic Sanchez, Chair of the Compensation Committee
- Simonetta Acri
- Nicolas Dufourcq
- Hélène Vletter-van Dort
COMPENSATION POLICY FOR THE SUPERVISORY BOARD OF STMICROELECTRONICS N.V
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee advises the Supervisory Board on the selection criteria and procedures relating to the appointment of members to our Supervisory Board and Managing Board, and the review of principles relating to corporate governance.
Members:
- Hélène Vletter-van Dort, Chair of the Nominating and Corporate Governance Committee
- Nicolas Dufourcq
- Frederic Sanchez
Our Sustainability Committee advises and supports the Supervisory Board in relation to its responsibilities in supervising, monitoring and advising on the Company's sustainability strategy, targets, goals and overall sustainability performance.
Members:
- Hélène Vletter-van Dort, Chair of the Sustainability Committee
- Nicolas Dufourcq
- Ana de Pro Gonzalo
- Werner Lieberherr
Rotation Schedule
Members of our Supervisory Board are appointed by our General Meeting of Shareholders upon a non-binding proposal of our Supervisory Board, for one or more three-year term(s). The current rotation schedule of our Supervisory Board is as follows:
| Name | Position | First appointed | Current term until |
|---|---|---|---|
| Nicolas Dufourcq | Chairman | 2015 | 2027 |
| Simonetta Acri | Member | 2025 | 2028 |
| Orio Bellezza | Member | 2025 | 2028 |
| Pascal Daloz | Member | 2024 | 2027 |
| Ana de Pro Gonzalo | Member | 2020 | 2028 |
| Werner Lieberherr | Member | 2025 | 2028 |
| Frédéric Sanchez | Member | 2017 | 2026 |
| Armando Varricchio | Member | 2025 | 2028 |
| Hélène Vletter-van Dort | Member | 2023 | 2028 |
Profile of the Supervisory Board
In line with the Dutch Corporate Governance Code, the Supervisory Board of ST unanimously adopted this profile of the Supervisory Board (the “Profile”). The Profile may be amended from time to time, as deemed necessary by the Supervisory Board.
1. The management of the Company is entrusted to the Managing Board under the supervision of the Supervisory Board. Pursuant to the Charter adopted by the Supervisory Board, the Supervisory Board advises the Managing Board in performing its management tasks and supervises the policies of the Managing Board and the general course of the Company’s affairs and business.
2. The Supervisory Board consists of such number of members as is resolved by the General Meeting of Shareholders upon a non-binding proposal of the Supervisory Board, with a minimum of six members. The Supervisory Board is currently composed of nine members, who are appointed for one or more three-year term(s).
3. The Supervisory Board has adopted criteria concerning its scope and composition, taking into account the nature of the business, its activities, and the desired expertise, experience and independence if its members. Such criteria are evaluated annually by the Supervisory Board.
4. The composition of the Supervisory Board shall be such that the combined experience, expertise and independence of its members enables the Supervisory Board to best carry out the variety of its responsibilities and duties to the Company and all others involved in the Company, consistent with applicable laws and regulations.
5. Members of the Supervisory Board are selected on the basis of: (a) their specific business, financial, accounting, technical and/or legal expertise, (b) their prior professional experience, (c) the soundness of their judgement, (d) their ability to make analytical enquiries, and (e) their willingness to devote the time required to adequately perform their activities as Supervisory Board members.
At least one of the members of the Supervisory Board shall have relevant expertise in financial administration and accounting for large companies so as to qualify as a “financial expert” under the NYSE listing standards and the Dutch Corporate Governance Code.
6. Furthermore, the following criteria shall be observed for each member of the Supervisory Board:
- Culture of integrity and ethical conduct;
- Capability of assessing the broad outline of the overall policy of the Company and its business;
- Ability to meet the independence criteria, as established by the Supervisory Board and described in Annex 1 of the Supervisory Board Charter;
- Capability of operating critically and independently from the other members of the Supervisory Board, the Managing Board and senior management of the Company; and
- Collaboration and communication skills.
7. The Supervisory Board aims for a diverse composition in the areas that are relevant to ST, such as nationality, experience, background, gender and age. When nominating a candidate for (re-)appointment however, the qualifications of the candidate, as well as the requirements for the position to be filled, shall prevail. With respect to gender diversity, the Supervisory Board strives to have at least 30% of either gender at any time.
8. None of the Supervisory Board members may maintain more than five memberships on boards of listed companies (including the Company) or Dutch non-listed so-called large companies or foundations, whereby a chairmanship shall count double, and furthermore without prejudice to applicable mandatory statutory rules and regulations.
For each nomination for appointment or re-appointment, the Supervisory Board shall adhere to this Profile and the provisions of the Supervisory Board Charter.
Downloads
- Supervisory Board Charter
- ST Corporate Governance Charter
- Article of association (English)
- Article of Association (Dutch)
- Compensation Policy for the Supervisory Board
- Managing Board & Executive Committee Charter
- Remuneration Policy for the Managing Board
- Bilateral Shareholder Contact Policy
- Code of Conduct
- Anti-Bribery & Corruption Policy
- Speak Up Policy