Mathew Bunker
MICROCHIP TECHNOLOGYAbout Mathew Bunker
Mathew B. Bunker is Senior Vice President, Operations at Microchip Technology. He is 55, has served at Microchip since February 1993, was promoted to Senior Vice President in 2019, and holds a Master’s in Technology Management (University of Phoenix) and a B.S. in Electrical Engineering (Arizona State University) . In fiscal 2025, he was a Named Executive Officer with compensation primarily in stock awards and no cash incentive payout under the company’s MICP due to adverse business conditions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Microchip Technology | Senior Vice President, Operations | 2019–present | Oversees operations and backend manufacturing divisions |
| Microchip Technology | Vice President, Backend Operations and other backend manufacturing divisions | May 2007–2019 | Leadership across backend manufacturing operations |
| Microchip Technology | Various roles | Feb 1993–May 2007 | Progressive responsibilities leading to VP and SVP roles |
External Roles
- None disclosed for Mr. Bunker .
Fixed Compensation
| Metric | FY 2025 |
|---|---|
| Base Salary ($) | 230,845 |
| ECBP Bonus ($) | — (no bonus paid) |
| MICP Non-Equity Incentive ($) | — (no payout for any quarter in FY 2025) |
| Stock Awards ($) (Grant-date fair value) | 1,226,169 |
| All Other Compensation ($) | 6,010 |
| 401(k) Company Match ($) | 3,462 |
| Life Insurance Premiums ($) | 2,548 |
| MICP Participation Level (% of Salary) | 36% (target level for FY 2025) |
- Salary reduction program: 20% salary reduction for executive staff including Mr. Bunker from February 2024 through March 31, 2025, approved due to weakening business conditions .
Performance Compensation
MICP Quarterly Metrics – FY 2025
| Metric | Weight (each qtr) | Q1 Target | Q2 Target | Q3 Target | Q4 Target | Actual Payout FY 2025 |
|---|---|---|---|---|---|---|
| Sequential net sales growth | 20% | 1.50% | 3.50% | 3.50% | 3.50% | 0% (no payouts in FY 2025) |
| Non-GAAP gross profit % | 15% | 65.50% | 63.50% | 63.50% | 63.50% | 0% (no payouts in FY 2025) |
| Non-GAAP operating expenses % of net sales | 15% | 23.00% | 25.50% | 25.50% | 25.50% | 0% (no payouts in FY 2025) |
| Non-GAAP operating income % of net sales | 15% | 42.50% | 38.00% | 38.00% | 38.00% | 0% (no payouts in FY 2025) |
| Non-GAAP diluted EPS | 15% | $0.52 | $0.43 | $0.30 | $0.10 | 0% (no payouts in FY 2025) |
| Discretionary (non-ESG) | 15%/qtrs (Q4 is 20%) | N/A | N/A | N/A | N/A (20%) | 0% (no payouts in FY 2025) |
| Discretionary ESG | 5% (Q4 0%) | N/A | N/A | N/A | N/A (0%) | 0% (no payouts in FY 2025) |
- Notes: The Compensation Committee can set GAAP/non-GAAP metrics each quarter and adjust discretionary components; FY 2025 had no MICP payouts due to adverse conditions .
RSU and PSU Grants – FY 2025 (Grant Details)
| Grant Date | Award Type | Target (#) | Max (#) | All Other Stock Awards (#) | Grant-date Fair Value ($) |
|---|---|---|---|---|---|
| 4/3/2024 | PSUs | 1,345 | 2,690 | — | 124,301 |
| 4/3/2024 | RSUs | — | — | 81 | 6,853 |
| 4/3/2024 | RSUs | — | — | 1,344 | 109,146 |
| 7/1/2024 | PSUs | 1,318 | 2,636 | — | 127,589 |
| 7/1/2024 | RSUs | — | — | 160 | 14,086 |
| 7/1/2024 | RSUs | — | — | 1,317 | 111,445 |
| 10/1/2024 | PSUs | 379 | 758 | — | 1,588 |
| 10/1/2024 | PSUs | 1,936 | 3,872 | — | 61,199 |
| 10/1/2024 | RSUs | — | — | 221 | 16,341 |
| 10/1/2024 | RSUs | — | — | 378 | 27,303 |
| 10/1/2024 | RSUs | — | — | 1,935 | 136,534 |
| 1/2/2025 | PSUs | 516 | 1,032 | — | 53,344 |
| 1/2/2025 | PSUs | 2,637 | 5,274 | — | 264,069 |
| 1/2/2025 | RSUs | — | — | 257 | 13,716 |
| 1/2/2025 | RSUs | — | — | 515 | 26,620 |
| 1/2/2025 | RSUs | — | — | 2,637 | 132,035 |
- PSUs have maximum payouts up to 200% of target; grant-date values computed per ASC 718 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 30,341 (less than 1% of 539,674,554 shares outstanding) |
| Shares Outstanding (company) | 539,674,554 (as of June 20, 2025) |
| Stock Vested FY 2025 | 12,253 shares; $882,976 value |
| Stock Options Held | None; Microchip has not granted options since 2008; no NEO held options in FY 2025 |
| Anti-hedging/pledging/margin | Policy prohibits hedging, pledging, and margin accounts |
| Stock ownership requirements | Company maintains ownership requirements for NEOs; details posted on governance webpage |
Selected Outstanding Unvested Awards at FYE 2025 (Market/Payout Values)
| Units (#) | Market/Payout Value ($) |
|---|---|
| 2,637 | 127,657 |
| 1,935 | 93,673 |
| 1,807 | 87,477 |
| 1,665 | 80,603 |
| 1,539 | 74,503 |
| 1,459 | 70,630 |
| 1,364 | 66,031 |
| 1,344 | 65,063 |
| 1,317 | 63,756 |
| 1,037 | 50,201 |
Vesting Schedule Highlights (Future)
- Awards vest on the following dates subject to continued service: Feb 15, 2027; May 15, 2027; May 17, 2027; Aug 15, 2027; Nov 15, 2027; Feb 15, 2028; May 15, 2028; Aug 15, 2028; Nov 15, 2028; Feb 15, 2029 .
Employment Terms
| Component | Terms |
|---|---|
| Severance/Change-in-Control Cash | 18 months base salary + 150% of highest annual incentive compensation amount paid in prior 3 full plan years |
| COBRA Benefits | Lump sum representing cost of 18 months COBRA premiums (medical, vision, dental) |
| Equity Acceleration | 100% acceleration of service-vesting awards; performance-based awards accelerate at greater of target or per award terms upon qualifying termination |
| 280G Cutback | “Best net” approach: deliver full or reduce to avoid excise tax, whichever yields higher after-tax amount; cutback order specified (cash, COI-contingent awards, accelerated equity by grant date, benefits) |
| Bunker—Illustrative March 31, 2025 Change-in-Control Payment Values | Salary $432,834; Bonus $452,462; Equity Acceleration $2,660,560; Benefits $40,309 |
| Clawback | Adopted Oct 2023; recovers incentive-based comp if financial goals not met under restated results per Nasdaq standards |
| Minimum Vesting | 2004 Equity Plan requires minimum 1-year vesting for at least 95% of awards (limited exceptions) |
| Tax Gross-Ups | New change-of-control agreement implemented June 2024 provides no excise tax gross-up |
| Perquisites | Limited; no company-owned/leased private aircraft |
| Deferred Compensation (FY 2025) | Earnings $9,116; Aggregate Balance $153,440; No executive/company contributions or withdrawals |
Investment Implications
- Pay-for-performance calibration: FY 2025 MICP participation level for Bunker was 36% of salary, but the plan paid 0% across all quarters due to adverse conditions—tying cash incentives to operational metrics and non-GAAP EPS introduces cyclicality to cash bonus outcomes .
- Equity-heavy incentives and vesting cadence: Multiple RSU/PSU grants with future vest dates extending through Feb 2029 indicate ongoing retention hooks; absence of stock options reduces leverage-driven selling but sizable RSU/PSU vesting creates periodic delivery events to monitor for potential selling pressure .
- Alignment safeguards: Anti-hedging/pledging policy and stock ownership requirements bolster alignment and limit risk of collateralized share pledging; no excise tax gross-up improves governance optics and reduces change-of-control costs .
- Change-in-control economics: Illustrative values show significant equity acceleration for Bunker ($2.66M), plus cash severance tied to salary and historical incentive levels—material retention and transaction economics to factor into M&A scenarios and executive retention risk assessment .