Michael Wishart
KnowlesAbout Michael Wishart
Michael Wishart, 70, is an independent director of Knowles Corporation, serving since May 2020 and currently a member of the Audit Committee. He co‑founded efabless corporation and served as its CEO from 2015–2025; earlier he was a managing director and advisory director at Goldman Sachs (retired 2011), led Lehman Brothers’ global technology investment banking group, and held investment banking roles at Smith Barney. His background brings capital markets expertise and technology industry experience; as an Audit Committee member, he is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| efabless corporation | Co‑founder; Chief Executive Officer | 2015–2025 | Led an open platform/marketplace for community‑based custom semiconductors |
| Goldman, Sachs & Co. | Managing Director; Advisory Director | 1999–2011 (retired June 2011) | Senior investment banker; advisory capacity after MD tenure |
| Lehman Brothers | Managing Director; Head, Global Technology Investment Banking | 1991–1999 | Led global tech investment banking coverage |
| Smith Barney, Harris Upham & Co. | Investment Banking roles | 1978–1980; 1982–1991 | Various investment banking positions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| efabless corporation | Director | 2014–present | Board member of the company he co‑founded |
| Tyche Partners | Venture Partner | 2015–present | VC firm focused on hardware-related companies |
Board Governance
- Committee assignments: Audit Committee member; not a committee chair. The Audit Committee met four times in 2024 and all members (including Mr. Wishart) are deemed “audit committee financial experts” and financially literate under SEC/NYSE standards.
- Independence: The Board has determined Mr. Wishart is independent under NYSE and Company standards; he is listed as “Yes” for independence among director nominees.
- Attendance and engagement: The Board met eight times in 2024; each director attended at least 80% of Board and committee meetings. All directors attended the 2024 Annual Meeting; directors standing for reelection are expected to attend the 2025 meeting.
- Board leadership: The Chairman is independent (Keith Barnes, elected Chairman in February 2025). Executive sessions of independent directors are held at least quarterly without management.
- Risk oversight: The Audit Committee oversees financial, legal, cybersecurity, enterprise and compliance risks and reviews each Form 10‑Q/10‑K before filing.
- Policies enhancing alignment and integrity: Prohibitions on hedging, pledging and short sales by directors; director stock ownership guideline of 3x base annual cash compensation—with all non‑employee directors in compliance as of Dec 31, 2024; robust clawback policy consistent with SEC/NYSE rules.
- Shareholder sentiment: Most recent say‑on‑pay (for NEOs) received approximately 98% approval at the 2024 annual meeting—supportive of compensation governance.
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $75,000 | Structure implies $65,000 base cash retainer + $10,000 Audit Committee member retainer per the October 2024 schedule |
| Stock awards (RSUs) | $170,014 grant date fair value | Annual stock retainer; one‑year cliff vest |
| Total | $245,014 | — |
Director compensation framework:
- 2024 standard: $235,000 total retainer ($65,000 cash; $170,000 stock; one‑year cliff vest). Additional cash retainers: Audit Chair $25,000; Comp Chair $20,000; Gov/Nom Chair $12,500; Committee members: Audit $10,000; Comp $8,000; Gov/Nom $5,000.
- Effective 2025: Increased to $255,000 total retainer ($65,000 cash; $190,000 stock).
- 2024 grant mechanics: Each non‑employee director serving as of the 2024 annual meeting received 10,740 RSUs on April 30, 2024 vesting on April 30, 2025.
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Performance-based cash or equity for directors | None disclosed | Non‑employee directors receive time‑based RSUs; no performance‑conditioned awards are described for directors. |
| Clawback policy | In place at company level | Applies to performance‑based compensation following restatement/misconduct per SEC/NYSE rules. |
Other Directorships & Interlocks
| Company | Type | Role | Tenure |
|---|---|---|---|
| Cypress Semiconductor Corporation | Public | Director | 2015–2020 |
| Spansion Inc. | Public | Director | 2013–2015 |
No specific interlocks or related-party transactions involving Mr. Wishart are described in the proxy; the company maintains a formal policy requiring advance review of related person transactions above $120,000 by the Governance & Nominating Committee.
Expertise & Qualifications
- Investment banking/capital markets; financial expertise; public company board experience.
- Strategic planning, global/international experience, enterprise risk management, supply chain exposure per Board skills matrix.
- Audit Committee “financial expert” designation (committee-level determination that all Audit members meet the standard).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of March 7, 2025) | 58,565 shares; less than 1% of outstanding; includes 10,740 RSUs vesting within 60 days. Based on 87,689,673 shares outstanding. |
| Outstanding stock awards (12/31/2024) | 10,740 RSUs outstanding. |
| Hedging/pledging | Prohibited for directors by policy. |
| Director ownership guideline | 3x base annual cash director compensation; all non‑employee directors in compliance as of Dec 31, 2024. |
Governance Assessment
- Strengths: Independent director with deep capital markets and technology sector experience; serves on the Audit Committee with “financial expert” status; strong policy framework (no hedging/pledging, ownership guidelines, clawback); high say‑on‑pay support signals investor confidence in compensation governance.
- Board effectiveness indicators: Regular executive sessions led by an independent Chair; robust director evaluation program; clear limits on outside board service/time commitments, with Audit Committee service capped and observed in 2024.
- Alignment and incentives: Director pay mixes cash retainers with RSUs that vest over one year, plus ownership guidelines—all supportive of alignment without encouraging excessive risk.
- Potential conflicts/red flags: The proxy outlines procedures for related person transactions; no hedging/pledging; no option repricing without shareholder approval; no tax gross‑ups upon change‑in‑control—mitigating common governance red flags.