Matthew Chapman
MICROCHIP TECHNOLOGYAbout Matthew W. Chapman
Lead Independent Director and Audit Committee Chair at Microchip Technology (MCHP). Age: 74; Director since May 1997; Lead Independent Director since November 2024; Audit Committee Chair since 1997; recognized by the Board as an “audit committee financial expert.” Education: J.D., University of Oregon; B.S., Economics, University of Portland. Prior CEO experience at multiple companies underpins board oversight in finance, audit, and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwest Evaluation Association (NWEA) | Chief Executive Officer | 2007–2018 | Led a global not-for-profit education services organization; relevant operating and oversight experience |
| Centrisoft | Chair and CEO | 2002–2006 | Oversaw a bandwidth management software company; operating leadership |
| Concentrex Incorporated (public) | CEO | 1987–2000 | Public company leadership in financial software; informs governance and finance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Concentrex Incorporated (public) | Board Chair | 1987–2000 | Historical public directorship; no current public company directorships disclosed for Chapman in the 2025 proxy |
Board Governance
- Committees (FY2025): Audit Committee (Chair); not listed as a member of Compensation or Nominating/Governance/Sustainability during FY2025. Committee meetings held in FY2025: Audit 8; Compensation 14; Nominating/Governance/Sustainability 10 .
- Lead Independent Director: Appointed November 2024. Responsibilities include agenda review, scheduling, chairing executive sessions without management, calling meetings of independent directors, chairing meetings if the non‑independent Chair is absent, and retaining outside advisors as needed .
- Independence and expertise: Board determined in May 2025 that Chapman is independent and an “audit committee financial expert” under SEC rules and Nasdaq standards .
- Attendance: Board met 17 times in FY2025; overall board attendance was high (only one director missed one meeting and one missed two). Directors attended 100% of the committee meetings on which they served .
- Auditor oversight: As Audit Chair, Chapman co-signed the committee’s report recommending inclusion of audited financial statements; the committee assessed EY’s independence and non‑audit services .
Fixed Compensation
| Component | FY2025 Terms | Amount for Chapman (FY2025) |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 | Included in Fees Earned |
| Lead Independent Director fee | $30,000 | Included in Fees Earned |
| Audit Committee Chair fee | $30,000 | Included in Fees Earned |
| Meeting fees | None for telephonic/committee meetings | — |
| FY2024–FY2025 temporary reduction | 20% reduction in cash director fees effective Feb 19, 2024 through Mar 31, 2025; directors were reimbursed after Mar 31, 2025; one‑time cash payments in May 2025 equal to reductions | |
| Fees Earned (reported) | — | $143,924 |
Performance Compensation
| Grant Type | Grant Date | Quantity | Grant-Date Fair Value/Share | Aggregate Fair Value | Vesting | Notes |
|---|---|---|---|---|---|---|
| RSUs (annual, non‑employee directors) | Aug 20, 2024 | 2,491 | $78.49 | ≈$200,000 | Vest in full on earlier of: one day prior to next annual meeting or one year from grant; continued service required | |
| RSU program terms | Annual meeting each year | Formula | $200,000 ÷ grant‑date fair value | ≈$200,000 | As above; pro‑rated for new directors | Acceleration if a director retires or declines to stand for re‑election for RSUs vesting within one year of notice |
No options or performance share units (PSUs) are disclosed for directors; equity compensation is in time‑based RSUs with the schedule above .
Other Directorships & Interlocks
- Board limits and compliance: Policy limits independent directors to ≤4 public company boards; as of March 31, 2025, all directors complied .
- Compensation Committee interlocks: None for any member during FY2025, and no related‑party transactions for directors serving on the committee .
- Related‑party transactions: Microchip reported none during FY2025 within SEC definitions .
Expertise & Qualifications
- Audit committee financial expert; long‑tenured Audit Chair since 1997 .
- Deep CEO experience across software and services; legal and economics academic background (J.D., B.S.) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Matthew W. Chapman | 40,665 | <1% | Includes 2,491 RSUs scheduled to vest within 60 days of June 20, 2025 |
| Shares outstanding (reference) | 539,674,554 | — | As of June 20, 2025 |
| Director ownership guidelines | $250,000 or 6,000 shares (minimum) | — | Company states all directors were in compliance during FY2025 |
| Anti‑hedging/pledging | Prohibited for directors; no options trading/shorting/hedging or pledging |
Director Compensation (FY2025 snapshot)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Matthew W. Chapman | 143,924 | 195,517 | 339,441 |
| Program context | Annual RSU ≈$200k grant value; cash fee structure as above | — | — |
Insider Trades and Section 16
| Item | Status |
|---|---|
| Section 16(a) compliance (FY2025) | Company reports all applicable directors and officers met filing requirements |
Shareholder Voting Signals (context for board effectiveness)
- Director election (Aug 19, 2025): Chapman received 420,882,057 “For” votes; 30,275,990 “Against”; 331,087 abstentions; broker non‑votes 32,580,778 .
- Say‑on‑Pay (advisory) result (Aug 19, 2025): Not approved (For: 205,841,244; Against: 245,074,223; Abstain: 573,667; Broker non‑votes: 32,580,778), indicating investor dissatisfaction with executive pay and increasing the importance of board‑led engagement and oversight of compensation practices .
Governance Assessment
- Strengths
- Long‑standing Audit Chair with audit financial expert designation; independent and serving as Lead Independent Director with defined authority over agendas, executive sessions, and advisor retention .
- High committee attendance across the board; robust committee cadence (32 total committee meetings; 8 Audit) supports active oversight .
- Director pay program is simple and equity‑aligned (annual ~$200k RSUs with one‑year vesting) and clear cash fee structure; no director‑level related‑party transactions disclosed .
- Ownership alignment supported by director stock ownership guidelines; company reports all directors in compliance; anti‑hedging/pledging policy in place .
- Audit Committee documented oversight of auditor independence and financial reporting (EY ratified; independence assessed) .
- Watch items / RED FLAGS
- 2025 Say‑on‑Pay failed, signaling investor concern over executive compensation; while Chapman does not chair Compensation, as Lead Independent Director and Audit Chair he is positioned to lead engagement and ensure responsive changes ahead of the next cycle .
- Board Chair is not independent; mitigated by the formal Lead Independent Director role and responsibilities vested in Chapman .
Overall: Chapman’s deep audit and CEO background, long service as Audit Chair, and Lead Independent Director role bolster investor confidence in financial oversight and board independence. The failed Say‑on‑Pay vote raises scrutiny on compensation governance, increasing the importance of clear board responsiveness ahead of the next proxy cycle .