Karen Rapp
MICROCHIP TECHNOLOGYAbout Karen M. Rapp
Karen M. Rapp is an independent director of Microchip Technology and is NACD Directorship Certified. She is age 57 and has served on the Microchip board since January 2021; she currently chairs the Compensation Committee and serves on the Audit Committee, and is recognized as an audit committee financial expert under SEC rules . Her background spans senior finance and operating roles across semiconductors and test/measurement, including CFO of National Instruments; she holds an MBA from the University of Texas at Austin and a BS in Finance from Northern Illinois University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Instruments | CFO; Strategic Advisor to CEO | CFO 2017–2023; Advisor in 2023 | Senior finance/operator experience; relevant to audit oversight |
| NXP Semiconductors N.V. | SVP, Corporate Development | 2015–2017 | M&A and strategy expertise |
| Freescale Semiconductor | VP & CIO | 2013–2015 | IT/operations leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Cohu, Inc. | Director | 2024–Present | Public company board service |
| Plexus Corp. | Director | 2018–Present | Public company board service |
Board Governance
- Committee assignments: Chair, Compensation Committee (appointed May 2025); Member, Audit Committee. Board determined her independent status and “audit committee financial expert” qualification under SEC rules .
- Board/committee activity and attendance: FY2025—Board met 17 times; Board committees met 32 times (Audit 8; Comp 14; Nominating 10). All directors attended 100% of meetings of committees on which they served; Board attendance was near-perfect (one director missed one meeting; one missed two) .
- Independence and executive sessions: In May 2025, the Board determined Rapp is independent under SEC and Nasdaq standards. The Board meets periodically in executive session without management present .
- Leadership structure context: Board appointed Matthew Chapman as Lead Independent Director (Nov 2024); he chairs the Audit Committee .
Fixed Compensation
| Director | FY2025 Cash Fees ($) | Notes |
|---|---|---|
| Karen M. Rapp | 118,679 | Non‑employee director cash fees in FY2025 |
| Program terms (FY2025) | — | Annual retainer $100,000; Committee chair fees: Audit $30,000, Compensation $20,000, Nominating $10,000; Lead Independent Director fee $30,000; no meeting fees; if Board Chair is non‑employee, $50,000 additional |
| Temporary fee action | — | Directors agreed to a 20% reduction effective Feb 19, 2024 through Mar 31, 2025; amounts were reimbursed at Mar 31, 2025 |
Performance Compensation
| Grant/Action | Grant Date | Shares/Units | Fair Value/Share ($) | Aggregate Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual Director RSU (FY2025) | Aug 20, 2024 | 2,491 | 78.49 | ~200,000 | Vests in full on the earlier of one day prior to next annual meeting or one year; service‑based |
| Subsequent Director RSU (FY2026 event) | Aug 19, 2025 | 3,090 | — | — | Same vesting terms as annual director grant; service‑based |
Microchip’s non‑employee director equity policy grants RSUs equal to $200,000 divided by grant‑date fair value at each annual meeting; initial grants for new directors are prorated .
Director Compensation (Mix)
| Director | FY2025 Cash ($) | FY2025 Stock Awards ($) | FY2025 Total ($) |
|---|---|---|---|
| Karen M. Rapp | 118,679 | 195,517 | 314,196 |
| Citations: |
Other Directorships & Interlocks
- Current public boards: Cohu, Inc.; Plexus Corp.
- Compensation Committee interlocks: None. No related‑party transactions for any Compensation Committee member in FY2025 .
- Outside board limits: Microchip policy caps independent directors at ≤4 public boards (including Microchip); all directors were in compliance as of Mar 31, 2025 .
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) .
- Senior finance/operator (CFO National Instruments; corporate development at NXP; CIO at Freescale) .
- NACD Directorship Certified; MBA (UT Austin); BS Finance (Northern Illinois University) .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| Karen M. Rapp | 11,137 | ~0.0021% (calc. from 539,674,554 shares outstanding) | Beneficial ownership includes RSUs vesting within 60 days of June 20, 2025 (footnote includes 2,491 RSUs) |
- Stock ownership guidelines: Non‑employee directors must hold the lower of $250,000 in value or 6,000 shares; phased ratably over 4 years. All directors were in compliance during FY2025 .
Insider Trades (recent)
| Date | Form | Transaction | Shares | Price | Resulting Direct Holdings |
|---|---|---|---|---|---|
| Aug 18, 2025 | Form 4 | RSU vest and delivery (Code M) | 2,491 | 65.56 | 11,137 |
| Aug 19, 2025 | Form 4 | RSU grant (service‑based) | 3,090 | — | 3,090 RSUs outstanding |
| Citations: |
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; chairs Compensation Committee; no comp committee interlocks; no related‑party transactions in FY2025; Section 16(a) filings compliant; anti‑hedging policy (no shorting/options/hedging) enhances alignment .
- Engagement: High committee activity (Comp 14 meetings; Audit 8). All directors achieved 100% committee meeting attendance; Board attendance near‑perfect; all directors attended the Aug 20, 2024 annual meeting .
- Pay alignment: Director pay balanced between cash ($118,679) and equity ($195,517) with annual $200k RSU grant vesting on a time‑based schedule; stock ownership guideline (≥$250k or 6,000 shares) and compliance support “skin‑in‑the‑game” .
- Shareholder sentiment: Say‑on‑Pay support of 94.22% at the Aug 20, 2024 meeting provides a constructive backdrop as she leads the Compensation Committee .
RED FLAGS
- None observed in FY2025: no related‑party transactions; no compensation interlocks; Section 16(a) compliance reported; board policy limits outside boards and directors were in compliance .