Dan McCranie
About Dan (John D.) McCranie
Independent director at Enovix from July 2021 until his resignation on January 23, 2023. Age 78 (as of the 2022 proxy), B.S. in Electrical Engineering from Virginia Polytechnic Institute. Served as Compensation Committee Chair and Audit Committee member; the Board affirmed his independence under Nasdaq listing standards. Tenure included SPAC-to-operating-company transition oversight and early post‑listing governance set‑up .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harris Corporation | EVP Sales & Marketing | Prior to CEO roles (dates not specified) | Led commercial functions |
| SEEQ Technology | Chief Executive Officer | Prior to Cypress era | CEO leadership |
| Virage Logic Corporation | Chief Executive Officer | Prior to Cypress era | CEO leadership |
| Cypress Semiconductor | EVP Sales & Marketing; later Board Member | EVP 1994–2001; Board 2017–2019 | Semiconductor sales leadership; board oversight |
| ON Semiconductor Corp. | Board Member; Audit Chair (historical) | 2001–2018 | Longstanding board service in power semis |
| Mentor Graphics | Board Member | 2012–2017 | EDA governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NexGen Power Systems | Board Member (May 2018); Board Chairman (Nov 2019) | 2018–present (as disclosed) | Private power electronics company; chair since 2019 |
| RSVAC (Rodgers Silicon Valley Acquisition Corp.) | Director | 2020–2021 | SPAC board preceding Enovix listing |
Board Governance
- Committee memberships and chair roles: Compensation Committee Chair and Audit Committee member (reassigned into Compensation Committee in Dec 2021; served on Audit and Compensation through Jan 23, 2023) .
- Independence: Board expressly determined McCranie was independent under Nasdaq standards (historical determination recapped in 2024 proxy) .
- Attendance: In 2022, each director attended at least 75% of Board and committee meetings held during their service period; exceptions named did not include McCranie, indicating compliance. In 2023, he resigned Jan 23, 2023 (limited service in year) .
- Compensation Committee interlocks: None noted for the period referencing his service; later proxy notes no officer interlocks for Compensation Committee members (cites include McCranie as former chair) .
Fixed Compensation
| Year | Cash Fees ($) | Equity ($) | Notes |
|---|---|---|---|
| 2022 | 62,917 | 99,989 | Under the 2022 non-employee director policy ($45,000 Board retainer; chair/member fees for committees). Annual RSU grant of ~$100,000 time-based; separate initial legacy RSUs in 2021 . |
| 2023 (partial-year) | 3,425 | — | Resigned Jan 23, 2023; fees prorated; no 2023 equity shown . |
Director Compensation Policy reference points:
- 2022: $45,000 Board retainer; Chair fees: Audit $15,000; Compensation $10,000; Nominating $10,000; annual RSUs $100,000 time-based .
- 2023 (policy updated Aug 4, 2023): $50,000 Board retainer; Chair fees: Audit $22,000; Compensation $15,000; Nominating $10,000; annual RSUs $195,000 time-based (post-update; McCranie had already resigned) .
Performance Compensation
| Component | Performance Metric(s) | Vesting/Settlement | Status |
|---|---|---|---|
| Annual Director RSUs | None (time-based only) | Vests on next annual meeting or 1-year anniversary; change-of-control full acceleration | Applicable during his tenure (grants in 2022) |
| Initial Director RSUs (on appointment) | None (time-based) | Vests quarterly over 3 years; change-of-control acceleration | Not disclosed as granted to McCranie post‑SPAC (legacy RSUs were issued to 2021 directors) |
No director PSUs/options were part of Enovix’s ongoing director program; director equity is service‑based RSUs with standard CoC acceleration .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Considerations |
|---|---|---|
| Cypress Semiconductor (past) | Public | Historical overlap with Enovix Chairman T.J. Rodgers (Cypress founder), potential network tie; no current related-party at Enovix disclosed |
| ON Semiconductor (past) | Public | Historical tie with Enovix director Bernard Gutmann (former ON CFO), enhancing audit/finance expertise; no current related transactions at Enovix |
| Mentor Graphics (past) | Public | EDA oversight experience |
| NexGen Power Systems (current) | Private | Chair role; no Enovix related‑party transactions disclosed |
Expertise & Qualifications
- Semiconductor and power electronics operating and board experience, including audit chair exposure at ON and multiple public boards .
- Commercial leadership (EVP Sales & Marketing) and multiple CEO roles, relevant to scaling industrial technology firms .
- Governance depth across compensation and audit committee work; independent status affirmed .
Equity Ownership
| As-of Date | Total Beneficial Ownership | % Outstanding | Components/Breakdown |
|---|---|---|---|
| April 18, 2022 | 973,162 shares | <1% | 473,162 common shares held directly ; 500,000 warrants exercisable within 60 days . |
| Jan 1, 2023 | RSUs outstanding: 2,109 | — | Director RSUs indicated in director holdings table (not necessarily vesting within 60 days) . |
| Dec 31, 2023 | RSUs/Options: none | — | 2024 proxy shows no outstanding RSUs/options for McCranie after resignation . |
- Pledging/Hedging: Company insider trading policy prohibits hedging/pledging except by explicit board/Audit Committee waiver; no pledging disclosed for McCranie (policy example cites Rodgers’ pledged securities by exception) .
Governance Assessment
- Strengths: Independent status; chaired Compensation Committee; audit experience; attendance met 75%+ threshold in 2022; deep industry networks useful for benchmarking and talent evaluation .
- Alignment: Standard director cash/equity mix with significant equity (RSUs) supporting alignment; beneficial ownership (>900k including warrants in 2022) provided meaningful stake, though warrants originated with SPAC process .
- RED FLAGS / Watch items:
- SPAC-related warrants (500,000) could be perceived as atypical for post‑listing director compensation; common in SPAC structures but worth noting for alignment optics .
- Short post‑listing tenure (resigned Jan 23, 2023) limits continuity of compensation oversight during transition years .
- No related‑party transactions involving McCranie were disclosed; Compensation Committee interlocks not present; say‑on‑pay support was 79% in 2024 (post his tenure), indicating acceptable investor sentiment on pay practices .
Appendix – Committee and Meeting Detail (ENVX context)
| Item | Detail |
|---|---|
| 2022 Committee Assignments | Compensation Chair; Audit Member; Nominating membership changes in Dec 2021 |
| 2023 Service | Resigned Jan 23, 2023 (former Compensation Chair/Audit member) |
| 2022 Meeting Attendance | ≥75% attendance for directors during year; McCranie not cited among exceptions |
| Compensation Policy Evolution | 2022: $45k retainer + committee fees + $100k RSUs; 2023 amended: $50k retainer; higher committee fees; $195k RSUs (after his resignation) |
Shareholder Vote Context (ENVX)
- 2025 Annual Meeting outcomes (broader governance signal): All seven directors elected; say‑on‑pay approved; auditor ratified .
- 2024 Annual Meeting outcomes: All seven directors elected; say‑on‑pay approved; auditor ratified .