Richard Simoncic - Chief Operating Officer | MICROCHIP TECHNOLOGY (MCHP) Executive Profile & Compensation

About Richard Simoncic

Richard J. Simoncic is Chief Operating Officer of Microchip Technology (appointed April 1, 2024) and has been with Microchip since 1990 in roles spanning Design, Device/Yield Engineering and Quality Systems. He is 61 years old and holds a B.S. in Electrical Engineering Technology from DeVry Institute of Technology . Company performance under his executive tenure has been cyclical: FY2025 net sales were $4.40B, with non-GAAP operating income of $1,078.0M, and five-year total shareholder return (value of initial $100 investment) at $155.82, reflecting the downcycle and recovery initiatives underway .

Past Roles

Organization	Role	Years	Strategic Impact
Microchip Technology	Chief Operating Officer	Apr 2024 – Present	Oversight of global operations; led portfolio and manufacturing realignment during semiconductor downcycle .
Microchip Technology	Executive VP, Analog Power & Interface BU	Apr 2023 – Apr 2024	Led Analog/Power franchises; prepared for COO transition .
Microchip Technology	Senior VP, Analog Power & Interface BUs	Feb 2019 – Apr 2023	Expanded analog/power product lines and scale .
Microchip Technology	Vice President, Analog Power & Interface BUs	Sep 1999 – Feb 2019	Built analog/power platforms and customer sockets .
Microchip Technology	Vice President (various)	Oct 1995 – Sep 1999	Leadership across engineering functions .
Microchip Technology	Design, Device/Yield, Quality Systems	1990 – 1995	Foundation in engineering operations and yield .

External Roles

Organization	Role	Years	Strategic Impact
Applied Industrial Technologies, Inc.	Director	Aug 2024 – Present	Cross-industry operational insights and network expansion .

Fixed Compensation

Metric	FY 2023	FY 2024	FY 2025
Base Salary ($)	319,862	344,798	280,918 (reflects 20% salary reduction program)
ECBP Bonus ($)	37,599	10,804	— (no ECBP payout FY2025)
MICP Cash ($)	431,352	158,494	— (no payout across all FY2025 quarters)
All Other Compensation ($)	15,497	11,683	8,438

Salary reduction program: 20% cut across executive staff (including Simoncic) from Feb 2024 through Mar 31, 2025; directors also reduced cash fees 20% .

Performance Compensation

Management Incentive Compensation Plan (MICP) – FY2025 Quarterly Metrics and Payouts

Metric	Q1 Target / Weight	Q1 Actual / Payout	Q2 Target / Weight	Q2 Actual / Payout	Q3 Target / Weight	Q3 Actual / Payout	Q4 Target / Weight	Q4 Actual / Payout
Sequential Net Sales Growth	1.50% / 20%	-6.37% / 0%	3.50% / 20%	-6.24% / 0%	3.50% / 20%	-11.84% / 0%	3.50% / 20%	-5.41% / 0%
Non-GAAP Gross Profit %	65.50% / 15%	59.90% / 0%	63.50% / 15%	59.54% / 0%	63.50% / 15%	55.44% / 0%	63.50% / 15%	51.99% / 0%
Non-GAAP OpEx % of Net Sales	23.00% / 15%	28.43% / 0%	25.50% / 15%	30.25% / 0%	25.50% / 15%	34.91% / 0%	25.50% / 15%	37.97% / 0%
Non-GAAP Operating Income %	42.50% / 15%	31.46% / 0%	38.00% / 15%	29.29% / 0%	38.00% / 15%	20.53% / 0%	38.00% / 15%	14.02% / 0%
Non-GAAP Diluted EPS ($)	$0.52 / 15%	$0.53 / 0%	$0.43 / 15%	$0.46 / 0%	$0.30 / 15%	$0.20 / 0%	$0.10 / 15%	$0.11 / 0%
Discretionary (non-ESG)	N/A / 15%	0%	N/A / 15%	0%	N/A / 15%	0%	N/A / 20%	0%
Discretionary ESG	N/A / 5%	0%	N/A / 5%	0%	N/A / 5%	0%	N/A / 0%	0%
Total Quarterly Payout	100% target weight	0% actual payout	100% target weight	0% actual payout	100% target weight	0% actual payout	100% target weight	0% actual payout

Simoncic’s MICP participation level: 56% of quarterly base salary (unchanged from FY2024) .

Evergreen Equity – PSUs and RSUs Design and FY2024 Grant Detail (pre-COO)

Design: Beginning Q4 FY2020, 50% of evergreen RSUs are PSUs that vest based on non-GAAP operating income as a percentage of net sales over 12 quarters; remaining 50% are time-based RSUs vesting at ~4 years. Microchip has not granted options since September 2015 .
FY2025 equity: Simoncic’s 2025 stock awards grant-date fair value was $3,165,083; amounts reflect quarterly evergreen RSU/PSU grants under the plan .
Representative FY2024 quarterly grants to Simoncic (target and matching time-based RSUs), showing the evergreen cadence: | Grant Date | PSU Target (#) | PSU Max (#) | Time-based RSUs (#) | Vesting | |---|---:|---:|---:|---| | 4/3/2023 | 2,766 | 5,532 | 2,765 | RSUs ~4 years; PSUs over 12 quarters . | | 7/5/2023 | 2,587 | 5,174 | 2,587 | Same terms . | | 10/2/2023 | 2,919 | 5,838 | 2,919 | Same terms . | | 1/2/2024 | 2,643 | 5,286 | 2,642 | Same terms . |

Equity Ownership & Alignment

Item	Detail
Beneficial ownership	154,325 shares beneficially owned; includes 149,493 held in trust and 4,832 RSUs vesting within 60 days of June 20, 2025 .
Shares outstanding (for % calc)	539,674,554 shares outstanding as of June 20, 2025 .
Ownership % of outstanding	~0.029% (154,325 / 539,674,554) based on cited figures .
Vested vs. unvested	Multiple RSU and PSU grants outstanding with time-based vesting (~4 years) and performance-based vesting (12 quarters) .
Options outstanding	None; company ceased option grants in 2015 .
Pledging/hedging	Prohibited by insider trading policy; anti-short sale, anti-derivative trading, and anti-pledging .
Ownership guidelines	COO must hold at least 3x annual salary or 24,000 shares; all executives were in compliance in FY2025 .
Near-term vesting supply	4,832 RSUs scheduled to vest within 60 days of June 20, 2025 .

Employment Terms

Term	Provision
Employment contract	No employment contract; no severance on involuntary termination except under change-of-control terms .
Change-of-control structure	Double-trigger: applies during the period from 3 months prior to CoC to 2 years after; benefits upon termination without cause or resignation for good reason .
Severance multiples	18 months base salary + 150% of highest annual incentive comp paid in prior 3 years + 18 months COBRA + accelerated vesting (service-based 100%; performance-based at target or per award terms) .
Excise tax gross-up	No excise tax gross-ups; “best-net” cutback methodology .
Clawback	Nasdaq-compliant clawback policy adopted Oct 2023 for incentive-based compensation on restatements .
Anti-hedging/pledging	Prohibitions on hedging, short sales, margin accounts, pledging company stock .
Estimated CoC payouts (as of 3/31/2025)	Salary: $526,721; Bonus: $703,427; Equity acceleration value: $5,365,275; Benefits: $32,630 .

Investment Implications

Pay-for-performance alignment tightened: FY2025 MICP paid 0% across all quarters as targets were missed; Simoncic’s cash comp was mainly fixed salary with equity grants dominating total pay ($3.17M stock awards), reinforcing long-term alignment via RSUs/PSUs tied to operating margin performance .
Insider selling pressure appears limited: anti-pledging/hedging policies reduce forced-selling risk; near-term vesting of 4,832 RSUs is modest versus total float (~0.001% of shares outstanding), though multiple multi-year RSU/PSU schedules imply ongoing periodic supply .
Retention secured through competitive CoC protection without gross-ups: double-trigger severance with equity acceleration and “best-net” excise cutback supports retention through strategic cycles while avoiding shareholder-unfriendly tax gross-ups .
Governance feedback supportive: Say-on-Pay approval at 94.22% (Aug 2024) and use of independent compensation consultant (Compensia) indicate investor acceptance of design; Microchip does not target a specific peer group but references market data and PHLX Semiconductor Index for pay-versus-performance benchmarking .
Execution risk remains around cyclical recovery targets: FY2025 non-GAAP operating income fell vs prior years and all quarterly operating targets were missed, heightening dependency on equity-linked performance plans and recovery execution; salary reductions and zero annual bonuses demonstrate discipline but underscore operating headwinds .