Brian M. Shirley
ADVANCED ENERGY INDUSTRIESAbout Brian M. Shirley
Independent director of Advanced Energy Industries, Inc. (AEIS) since 2022; age 55. Former Senior Vice President, DRAM and Emerging Memory Engineering at Micron Technology, Inc. with 30+ years in semiconductor product design, engineering, and business leadership; inventor on 82 U.S. patents. Holds a B.S. in electrical engineering from Stanford University . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Micron Technology, Inc. | Senior Vice President, DRAM & Emerging Memory Engineering | Retired Dec 2019 | Led expansion into specialized memory for servers, mobile, networking; focus on cost leadership and power reduction; inventor on 82 U.S. patents |
External Roles
| Organization | Role | Tenure/Status | Type/Notes |
|---|---|---|---|
| CTC Aero, LLC | Consultant to U.S. government departments | Post-2019 retirement; ongoing | Advises on semiconductor geopolitical landscape, supply chain resilience, national security |
| Natural Intelligence | Board member | Current | Private company board service |
| Regrello Corp. | Corporate advisor | Current; Regrello acquired by Salesforce on Oct 1, 2025 | AI-powered supply chain coordination; post-acquisition advisory relationship noted |
Board Governance
- Independence: Determined independent (Nasdaq) .
- Committee assignments: Audit & Finance Committee member; designated audit committee financial expert by SEC rules .
- Board leadership: Separate Chair and CEO roles per Board Governance Guidelines .
- Meetings and attendance: Board met 8 times in 2024; independent directors held 4 executive sessions; each director attended above 75% of Board/committee meetings .
- Audit & Finance Committee activity: 11 meetings in 2024; responsibilities include external auditor oversight, internal audit, ICFR, financial statements, capital structure, related-party transaction review, cybersecurity oversight, and clawback support .
| Governance Item | Detail |
|---|---|
| Independence | Independent director |
| Committees | Audit & Finance (member; financial expert) |
| Board meetings (2024) | 8; 4 executive sessions of independent directors; >75% attendance for all directors |
| Audit & Finance meetings (2024) | 11; broad oversight incl. cybersecurity and RPTs |
Fixed Compensation (Non‑employee Director Program; 2024 actuals)
| Element | Program Terms | 2024 Actual (Shirley) |
|---|---|---|
| Annual Board cash retainer | $60,000; Chairman +$65,000 | $73,000 (reflects committee service mix) |
| Committee member retainers | Audit $13,000; Compensation $10,000; Nominating/Gov $5,000 | Included in cash total (Audit member) |
| Committee chair fees | Audit Chair $30,000; Compensation Chair $25,000; Nominating Chair $15,000 | N/A (not a chair) |
| Equity retainer (RSUs) | ~$200,000 RSUs annually; vest in 1 year | $205,093 grant-date fair value; 2,093 RSUs granted 5/3/2024, vest 5/3/2025 |
| Total reported 2024 | Cash + Equity | $278,093 |
Stock ownership guidelines for directors: minimum 5x annual board retainer; 5-year phase-in; all non-employee directors conform or are on track .
Performance Compensation
- Director equity is time-based RSUs; no performance metrics (no PSUs/options for directors reported in 2024) . | Award Type | Grant Date | Shares | Vesting | Grant-Date Value | |---|---|---|---|---| | RSU (annual director grant) | 5/3/2024 | 2,093 | Cliff vest 5/3/2025 | $205,093 | | Options | — | — | — | — (none reported) |
Other Directorships & Interlocks
- Company states no interlocking relationships among directors .
- Related party transactions policy: Audit & Finance Committee must pre-approve; no related party transactions requiring Item 404(a) disclosure since Jan 1, 2024 .
| Item | Status |
|---|---|
| Interlocks | None |
| Related party transactions | None requiring disclosure in 2024–2025 |
Expertise & Qualifications
- Audit and financial oversight (audit committee financial expert) .
- Deep semiconductor product and engineering experience; innovation track record (82 patents) .
- Global operations, supply chain resilience, national security advisory experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Brian M. Shirley | 4,725 | <1% | As of Feb 1, 2025; address c/o AEIS |
| Outstanding shares (AEIS) | 37,720,277 | — | As of Feb 1, 2025 |
Additional alignment indicators:
- Unvested RSUs from 5/3/2024 were outstanding at 12/31/2024, vest 5/3/2025 .
- Insider Trading Policy prohibits hedging and pledging; company reports prohibitions apply to directors .
- Director ownership guidelines: 5x annual retainer; directors conform or are on track within 5 years .
Insider Trades and Arrangements
| Period | Rule 10b5‑1 Plans (Directors disclosed) | Brian M. Shirley |
|---|---|---|
| Q3 2025 | Disclosures for CFO and Director Tina Donikowski; no adoption reported for Shirley | None reported for Shirley |
Governance Assessment
- Strengths: Independence; audit committee financial expertise; active Audit & Finance participation (11 meetings); clear RPT policy with no reportable related-party transactions; anti-hedging/pledging; strong stock ownership guidelines; separation of Chair/CEO; robust executive sessions .
- Alignment: Director compensation mix balances cash retainer with annual RSUs (time-based), fostering long-term equity alignment; beneficial ownership present though <1% typical for directors; guidelines drive increased ownership over time .
- Engagement: Board met 8 times; independent directors held 4 executive sessions; all directors exceeded 75% attendance; Audit & Finance met 11 times, indicating high engagement for committee members like Shirley .
- Potential conflicts: External advisory/board roles (Natural Intelligence; Regrello) do not indicate AEIS related-party exposure; Company reports no Item 404(a) RPTs; Audit Committee pre-approves any RPTs .
- Shareholder signals: Say-on-pay passed with >99% support in 2024, reflecting positive investor sentiment on governance/compensation frameworks .
RED FLAGS: None disclosed related to attendance, hedging/pledging, repricing, tax gross-ups, or related-party transactions during the period .