Rick Cassidy
MICROCHIP TECHNOLOGYAbout Rick Cassidy
Rick Cassidy, age 73, is an independent director of Microchip Technology Incorporated (MCHP) since May 2025. He holds a B.S. in Engineering from the United States Military Academy at West Point and brings over 45 years of semiconductor leadership, including senior roles at TSMC and National Semiconductor . The Board determined in May 2025 that Mr. Cassidy is independent under SEC and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TSMC Ltd. | Senior Vice President, Corporate Strategy Office | 2014–2025 | Corporate strategy leadership; Chairman of TSMC Arizona until July 1, 2025 |
| TSMC Arizona | Chairman | 2023–2025 | Oversight of Arizona operations |
| TSMC Arizona | President & CEO | 2020–2023 | Led U.S. fab build-out and operations |
| TSMC Ltd. | Corporate Vice President | 2008–2014 | Senior operating leadership |
| TSMC North America | President & CEO | 2005–2018 | North America customer engagement and growth |
| National Semiconductor | Executive roles (earlier career) | Not specified | Semiconductor operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SanDisk Corporation | Board Member | Feb 2025–Present | Current public company directorship |
| Global Semiconductor Alliance | Board of Directors | Not specified | Industry network/advocacy role |
Board Governance
- Committee assignments (as of May 20, 2025): Compensation Committee (member); Nominating, Governance, and Sustainability Committee (member) .
- Committee chairs: Compensation – Karen M. Rapp; Nominating, Governance, and Sustainability – Ellen L. Barker; Audit – Matthew W. Chapman; meetings held in FY2025: Audit 8; Compensation 14; Nominating, Governance, and Sustainability 10 .
- Independence: Board determined in May 2025 that Mr. Cassidy is independent .
- Board and committee attendance: Board met 17 times; committees met 32 times in FY2025; directors generally had 100% committee attendance on served committees during their service period .
Fixed Compensation
| Component | Amount/Structure | Timing/Vesting | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Paid quarterly | 20% reduction from Feb 19, 2024 to Mar 31, 2025; reimbursed thereafter |
| Lead Independent Director fee | $30,000 | Paid quarterly | Applies to Lead Independent Director |
| Committee chair fees | Audit $30,000; Compensation $20,000; NGS $10,000 | Paid quarterly | Applies to chairs only |
| Board Chair (if non-employee) | $50,000 | Paid quarterly | Not applicable to Cassidy |
| FY2025 director compensation (Cassidy) | $0 cash; $0 stock awards in FY2025 | N/A | He joined May 2, 2025 and did not receive FY2025 Board compensation |
Performance Compensation
- Microchip’s director compensation does not include performance-based cash or equity; directors receive fixed cash retainers and time-vested RSUs .
- Equity grants: automatic annual RSUs sized to $200,000 at the AGM; pro-rated RSUs for new directors; vest on earlier of one day prior to next AGM or one year from grant; acceleration if a director retires or elects not to stand for reelection within one year of notice .
- Anti-hedging and anti-pledging policies apply to directors; no excise tax gross-ups; clawback policy (Nasdaq-compliant) applies to incentive-based compensation (primarily executive comp) .
| Metric | Structure | Exact Target/Formula | Applies to Directors? |
|---|---|---|---|
| Annual equity grant | RSUs equal to $200,000 ÷ FMV on grant date | Example FY2025 grants: 2,491 RSUs at $78.49 fair value (AGM 8/20/2024, other directors); new director pro-rates | Yes (time-based vesting only) |
| New director initial grant (Cassidy) | Pro-rated RSUs at appointment | 1,258 RSUs granted on May 2, 2025 | Yes (time-based vesting) |
| Performance metrics (Revenue, EBITDA, TSR, ESG) | N/A for directors | None disclosed for directors | No |
Other Directorships & Interlocks
- Current public company boards: SanDisk Corporation (Board Member) .
- Compensation Committee interlocks: None; no related-party transactions involving Compensation Committee members in FY2025; all members independent .
- Related-party transactions: Microchip disclosed no related-party transactions in FY2025; Audit Committee reviews and approves any related-party transactions per charter/Nasdaq/SEC rules .
Expertise & Qualifications
- Domain expertise: Corporate strategy, customer trust, operational excellence in semiconductors; leadership at TSMC and National Semiconductor; Board service in global industry groups .
- Education: B.S. in Engineering (West Point) .
- Board qualifications: The Board cited strategic vision, industry leadership, and innovation credentials; fit for Compensation and Nominating, Governance, and Sustainability committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Rick Cassidy | 1,258 | * (less than 1%) | Includes 1,258 RSUs that vest within 60 days of June 20, 2025; shares outstanding: 539,674,554 |
| Director ownership guidelines | $250,000 or 6,000 shares | Must be met ratably over first 4 years | All directors were in compliance during FY2025 (Cassidy joined after FY2025; guideline timeline applies) |
Governance Assessment
- Committee roles and effectiveness: Cassidy sits on Compensation and Nominating, Governance, and Sustainability committees—key levers for pay design, board refreshment, and ESG oversight. Chairs are experienced (Rapp, Barker), with independent committee structure and annual charter reviews, supporting effective governance .
- Independence and conflicts:
- Board determined Cassidy is independent .
- Cassidy was an employee of TSMC Ltd. as of July 1, 2025 timing disclosure and served as Chairman of TSMC Arizona through that date; potential supply chain or competitive interlock risks should be monitored given his concurrent industry role, though Microchip disclosed no related-party transactions in FY2025 and no Compensation Committee interlocks .
- Audit Committee oversees conflicts and related-party transactions .
- Director compensation and alignment:
- Structure balances cash ($100k) and equity ($200k RSUs annually) for alignment with shareholders; new director pro-rates (Cassidy: 1,258 RSUs on May 2, 2025) .
- Stock ownership guidelines ($250k or 6,000 shares) with a four-year compliance runway promote longer-term alignment .
- Anti-hedging/anti-pledging policy reduces misalignment risk .
- Shareholder signals:
- 2025 Say-on-Pay failed (For: 205,841,244; Against: 245,074,223; Abstentions: 573,667; Broker non-votes: 32,580,778), a notable red flag that elevates expectations on Compensation Committee responsiveness and engagement; Cassidy joined the committee in May 2025 and thus will be part of remediation and investor outreach .
- Attendance and engagement:
- Board and committee cadence is robust (17 Board meetings; 32 committee meetings in FY2025) with high attendance; Cassidy’s service began near fiscal year-end; independence and active refreshment suggest engagement focus .
- RED FLAGS
- Failed Say-on-Pay at 2025 annual meeting—heightened scrutiny of pay design, performance linkage, and shareholder engagement .
- Potential external affiliation risk: concurrent/near-concurrent TSMC employment and industry board roles—monitor for any emerging related-party matters or competitive sensitivities, although none disclosed in FY2025 and Audit Committee reviews conflicts .
Supporting Details
Committee Membership Snapshot (as of FY2025 and subsequent appointments)
| Committee | Chair | Members | Notes |
|---|---|---|---|
| Compensation | Karen M. Rapp | Rapp (Chair), Rick Cassidy, Victor Peng | Cassidy appointed May 20, 2025; all members independent; no interlocks or related-party transactions in FY2025 |
| Nominating, Governance & Sustainability | Ellen L. Barker | Barker (Chair), Rick Cassidy, Victor Peng | Cassidy appointed May 20, 2025; all members independent |
| Audit | Matthew W. Chapman | Chapman (Chair), Karen M. Rapp | FY2025; meetings held: 8 |
Annual Meeting Voting (Aug 19, 2025)
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election – Rick Cassidy | 443,160,746 | 7,951,850 | 376,538 | 32,580,778 |
| Say-on-Pay (Advisory) | 205,841,244 | 245,074,223 | 573,667 | 32,580,778 |
Director Equity Grants (Illustrative FY2025 context)
| Director | RSUs Granted | Grant Date | Fair Value per Share | Notes |
|---|---|---|---|---|
| Rick Cassidy | 1,258 | May 2, 2025 | Not disclosed | Pro-rated initial grant on appointment; vests per policy |
| Standard AGM grants (others) | 2,491 | Aug 20, 2024 | $78.49 | ~$200,000 market value; time-based vesting |
Policies Relevant to Governance and Alignment
- Stock ownership guidelines: Non-employee directors must hold the lesser of $250,000 or 6,000 shares; compliance required over first four years, then maintained thereafter .
- Anti-hedging/anti-pledging/margin: Prohibited by insider trading policy .
- Clawback: Adopted October 2023 per Nasdaq listing standards; applies to incentive-based compensation (executives) .
- Equity plan: One-year minimum vesting for at least 95% of awards; limited exceptions .
- Related-party oversight: Audit Committee reviews and approves transactions; no related-party transactions reported for FY2025 .
Beneficial Ownership (as of June 20, 2025)
| Name | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| Rick Cassidy | 1,258 (includes RSUs vesting within 60 days) | * (less than 1%) |
Notes: Shares outstanding at June 20, 2025: 539,674,554 .
Summary Implications for Investors
- Cassidy’s deep foundry and semiconductor operating experience strengthens board oversight in compensation and governance, especially amid industry cycles .
- The failed 2025 Say-on-Pay is a material governance signal; expect enhanced investor engagement and potential revisions to pay design from the Compensation Committee where Cassidy serves .
- Monitor for any emerging conflict risks tied to TSMC affiliations; current disclosures show no related-party transactions and confirm committee independence with formal conflict oversight .