Ellen Barker
MICROCHIP TECHNOLOGYAbout Ellen L. Barker
Independent director of Microchip Technology (MCHP) since February 2024; age 62; former Senior Vice President and CIO at Texas Instruments (TI) with prior finance leadership including VP, Controller roles and National Semiconductor integration management. Education: MBA, University of Dallas; BA in Business Administration, University of Texas . The Board determined Barker is independent under SEC and Nasdaq standards (May 2025) , and appointed her Chair of the Nominating, Governance, and Sustainability Committee (May 2025); she currently also serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Instruments | Senior Vice President & Chief Information Officer | 2017–2021 | Led enterprise IT strategy and transformation; cross-functional oversight |
| Texas Instruments | Vice President & CIO | 2014–2016 | Enterprise systems modernization |
| Texas Instruments | Vice President, Controller & National Semiconductor Integration Manager | 2011–2014 | Finance leadership; post-merger integration after TI–National Semiconductor deal |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed in MCHP proxies for Barker |
Board Governance
- Committee assignments: Chair, Nominating, Governance, and Sustainability; Member, Audit (current). Served on Compensation Committee during fiscal 2025 before committee refresh .
- Independence: Board determined Barker independent (May 2025) .
- Attendance: FY25 Board met 17 times; directors attended 100% of committee meetings on which they served; only two directors missed 1–2 Board meetings (not specified as Barker) . As a new director in FY24, Barker attended 50% of the two Board meetings during her partial tenure (Feb 2–Mar 31, 2024) .
- Engagement: Directors meet in executive session at least four times per year; lead independent director in place; investor outreach covered ~56.5% of actively managed shares in FY25 .
- Tenure limits/overboarding: Non-employee directors limited to maximum outside boards; policy reviewed and compliant as of March 31, 2025 .
Fixed Compensation
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $97,692 | $100,000 | Paid quarterly; 20% reduction effective Feb 19, 2024 through Mar 31, 2025; reimbursed at FY25 year-end |
| Committee chair fee – Nominating, Gov. & Sustainability | $10,000 | $10,000 | Paid quarterly; Barker appointed Chair in May 2025 |
| Lead independent director fee | $30,000 | $30,000 | Not applicable to Barker |
| Audit Committee chair fee | $30,000 | $30,000 | Not applicable to Barker |
| Compensation Committee chair fee | $20,000 | $20,000 | Not applicable to Barker |
| Meeting fees | $0 | $0 | Company does not pay separate meeting fees |
| Barker – cash fees earned | $13,901 | $102,308 | Reflects partial FY24 service and FY25 retainer plus chair fees |
Performance Compensation
| Equity Award | Grant Date | Shares | Fair Value per Share | Total Grant Date Fair Value |
|---|---|---|---|---|
| Initial RSU (new director) | Feb 2, 2024 | 1,306 | $82.51 | $107,758 |
| Annual RSU (director grant) | Aug 20, 2024 | 2,491 | $78.49 | $195,517 |
- Vesting mechanics: Director RSUs vest fully on the earlier of one day before the next annual meeting or one year from grant; pro-rated initial grants for partial-year service; acceleration within one year for retirement/decision not to stand for reelection; death accelerates vesting under Plan provisions .
- Performance metrics tied to compensation (context for Barker’s Compensation Committee service in FY25): MICP metrics used for executives (quarterly targets) — no payouts in FY25 amid weak conditions .
| MICP Metric (Non-GAAP where noted) | Q1 FY25 Target | Q1 Actual | Q2 FY25 Target | Q2 Actual | Q3 FY25 Target | Q3 Actual | Q4 FY25 Target | Q4 Actual |
|---|---|---|---|---|---|---|---|---|
| Sequential net sales growth (%) | 1.50 | -6.37 | 3.50 | -6.24 | 3.50 | -11.84 | 3.50 | -5.41 |
| Gross profit % (Non-GAAP) | 65.50 | 59.90 | 63.50 | 59.54 | 63.50 | 55.44 | 63.50 | 51.99 |
| OpEx % of net sales (Non-GAAP) | 23.00 | 28.43 | 25.50 | 30.25 | 25.50 | 34.91 | 25.50 | 37.97 |
| Operating income % (Non-GAAP) | 42.50 | 31.46 | 38.00 | 29.29 | 38.00 | 20.53 | 38.00 | 14.02 |
| Diluted EPS ($, Non-GAAP) | 0.52 | 0.53 | 0.43 | 0.46 | 0.30 | 0.20 | 0.10 | 0.11 |
| Discretionary (non-ESG) % | 15 | 0 | 15 | 0 | 15 | 0 | 20 | 0 |
| Discretionary ESG % | 5 | 0 | 5 | 0 | 5 | 0 | 0 | 0 |
| Total payout % | 100 | 0 | 100 | 0 | 100 | 0 | 100 | 0 |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public-company boards | None disclosed for Barker in 2024–2025 proxies |
| Compensation Committee interlocks | None for MCHP; Barker served during FY25 with all members independent; no interlocks reported |
| Related-party transactions | None reported for FY25 |
Expertise & Qualifications
- Deep finance and operations background (controller roles; post-merger integration), enterprise IT leadership (CIO) relevant to audit, risk and cybersecurity oversight; Board biography notes suitability for Audit and Nominating chair roles .
- Governance orientation: Leads ESG oversight through Nominating, Governance, and Sustainability Committee; committee charter covers ESG and public policy matters .
- Education: MBA (University of Dallas) and BA (University of Texas) .
Equity Ownership
| Measure (as of record date) | FY2024 (June 21, 2024) | FY2025 (June 20, 2025) |
|---|---|---|
| Beneficial ownership (shares) | 1,306 (includes RSUs vesting within 60 days) | 3,797 (includes 2,491 RSUs vesting within 60 days) |
| Ownership % outstanding | <1% | <1% |
| RSUs scheduled to vest within 60 days | 1,306 | 2,491 |
| Pledging/Hedging | Prohibited by company policy | |
| Director ownership guidelines | $250,000 or 6,000 shares; compliance required ratably over first 4 years; all directors in compliance in FY25 |
Governance Assessment
- Board effectiveness: Barker strengthened board refresh and governance, appointed Chair of Nominating/ESG in May 2025; current committee mix (Audit + Nominating chair) leverages her finance/IT background .
- Independence & oversight: Independent status confirmed; Audit Committee wholly independent; ESG oversight formalized via Nominating committee and ESG Steering Committee .
- Compensation alignment: Director pay is balanced between fixed cash (retainer + chair fee) and time-based equity RSUs; no options/repricing; clawback and minimum vesting in place; anti-hedging/pledging policy supports alignment .
- Shareholder signals: Say-on-Pay support 94.22% (2024); active investor engagement reported by board .
- Conflicts and related-party: None reported in FY25; Section 16 filings compliant .
- RED FLAGS: Limited attendance window in FY24 (50% of two meetings during initial partial tenure) noted, but FY25 committee attendance across directors was 100%; no pledging/hedging, no related-party deals, no interlocks flagged .
Overall, Barker’s committee leadership (Nominating/ESG) and Audit membership, independence, and equity-aligned compensation structure support investor confidence; absence of interlocks/related-party transactions and strong policy framework (clawback, anti-hedging, minimum vesting) reduce governance risk .