Victor Peng
MICROCHIP TECHNOLOGYAbout Victor Peng
Victor Peng is an independent director of Microchip Technology Incorporated (MCHP), age 65, appointed in February 2025. He brings 40+ years of semiconductor leadership, including CEO of Xilinx (2018–2022) and President at AMD (2022–2024), with graduate engineering training from Cornell (M.Eng., EE) and a B.S. in EE from RPI. At MCHP, he serves on the Compensation Committee and the Nominating, Governance, and Sustainability Committee; the Board determined him to be independent under SEC and Nasdaq standards in May 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advanced Micro Devices (AMD) | President | 2022–2024 | Senior operating leadership across data center/embedded segments |
| Xilinx, Inc. | Chief Executive Officer | 2018–2022 | Led strategy and growth prior to AMD acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KLA Corporation | Director (public) | 2019–Present | Current public company directorship; within MCHP board limits policy |
| Xilinx, Inc. | Director (public) | 2017–2022 | Prior public company board service |
Board Governance
- Committee assignments at MCHP: Compensation Committee (member) and Nominating, Governance, and Sustainability Committee (member); appointed to both on May 20, 2025 .
- Independence: Board determined Peng independent under SEC and Nasdaq standards in May 2025 .
- Attendance and engagement: In FY2025, the Board met 17 times; all directors had 100% Board attendance except one director who missed one meeting and one who missed two. Committees met 32 times; all directors had 100% attendance on committees on which they served. The Board meets in periodic executive sessions without management .
- Board refreshment and leadership: Peng joined in February 2025; Lead Independent Director role established (Matthew W. Chapman, Nov 2024); committee chairs: Compensation (Karen Rapp, May 2025) and Nominating, Governance & Sustainability (Ellen Barker, May 2025) .
| Item | Detail | Date/Period | Source |
|---|---|---|---|
| Committee assignments | Compensation; Nominating, Governance & Sustainability (member) | Appointed May 20, 2025 | |
| Independence status | Independent (SEC/Nasdaq) | May 2025 | |
| Board meetings | 17 meetings; near-universal attendance | FY2025 | |
| Committee meetings | 32 meetings; 100% attendance by committee members | FY2025 | |
| Executive sessions | Held periodically without management | FY2025 |
Fixed Compensation
- MCHP director fee structure (FY2025): $100,000 annual cash retainer; no meeting fees; Lead Independent Director +$30,000; Committee Chair fees: Audit +$30,000, Compensation +$20,000, Nominating/Governance/Sustainability +$10,000. Directors agreed to a 20% cash fee reduction from Feb 19, 2024 through Mar 31, 2025, after which they were reimbursed for the reduction .
- Peng’s actual FY2025 director pay reflects partial-year service.
| Component (FY2025) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $13,889 | Partial-year service; fee structure as above |
| Stock awards (RSUs) | $101,041 | Initial pro-rated grant, see Performance Compensation section |
| Total | $114,930 | Sum of cash + stock |
Performance Compensation
- Equity program for non-employee directors: automatic annual RSU grant equal to $200,000 divided by fair market value on grant date, vesting in full on the earlier of one day prior to the next annual meeting or one year; new director grants are pro-rated. Vesting contingent on continued service; certain accelerations on retirement/not standing for reelection within one year of notification .
- Peng received an initial pro-rated RSU grant upon joining.
| Grant Date | Award Type | Shares Granted | Grant-Date Fair Value/Share | Aggregate Fair Value | Vesting |
|---|---|---|---|---|---|
| Feb 10, 2025 | RSU (initial, pro-rated) | 2,010 | $50.27 | ~$100,000 | Vests in full at earlier of next annual meeting minus 1 day or 1-year anniversary, subject to service |
Performance metrics: Non-employee director RSUs are time-based; no performance metrics apply to director equity awards .
Director Compensation Mix (FY2025)
| Component | Amount | Mix |
|---|---|---|
| Cash | $13,889 | ~12% (calculated from disclosed amounts) |
| Equity | $101,041 | ~88% (calculated from disclosed amounts) |
Other Directorships & Interlocks
| Company | Relationship to MCHP | Interlock/Conflict Notes |
|---|---|---|
| KLA Corporation (Director) | Semiconductor process control equipment; not a reported related party to MCHP | MCHP reported no related-party transactions in FY2025; Compensation Committee reported no interlocks involving its members (including Peng) . |
| Xilinx, Inc. (former Director) | Prior board role | Historical; no current related-party transactions disclosed . |
- Outside board limit policy: Independent directors may serve on up to four public company boards (including MCHP); directors must seek approval before adding outside public boards. As of March 31, 2025, all directors were in compliance .
- Compensation Committee composition: Rapp (Chair), Cassidy, Peng; all independent; no compensation committee interlocks .
Expertise & Qualifications
- Education: M.Eng., Electrical Engineering (Cornell); B.S., Electrical Engineering (RPI) .
- Industry background: 40+ years in semiconductors; CEO of Xilinx (2018–2022); President at AMD (2022–2024) .
- Board skill-fit: Technology leadership and governance experience; nominated to serve on Compensation and Nominating/Governance committees based on management and industry expertise .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Jun 20, 2025) | 2,326 shares; includes RSUs vesting within 60 days per table methodology |
| Shares outstanding reference | 539,674,554 shares outstanding (Jun 20, 2025) |
| Ownership as % of shares outstanding | ~0.0004% (computed from 2,326 / 539,674,554) |
| Ownership guidelines (directors) | Minimum $250,000 or 6,000 shares; must meet ratably over first four years, then maintain; company states all directors were in compliance during FY2025 |
| Hedging/pledging | Prohibited (no hedging, no pledging, no margin accounts) |
| Holding/retention | One-year minimum vesting for at least 95% of equity awards under the plan (limited exceptions) |
Insider Trades & Section 16 Compliance
| Item | Disclosure | Period |
|---|---|---|
| Section 16(a) filings (directors/officers) | Company believes all required filings were timely for FY2025 | FY2025 |
| Related-party transactions | None during FY2025 | FY2025 |
Governance Assessment
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Strengths
- Independent director with deep semiconductor operating experience (Xilinx CEO; AMD President), aligned with MCHP’s strategic end-markets; committee service on Compensation and Nominating/Governance supports board effectiveness .
- High board/committee attendance culture; executive sessions; robust governance policies (stock ownership, anti-hedging/pledging, outside board limits) bolster investor confidence .
- Director compensation mix is equity-heavy (~88% equity for FY2025), aligning director incentives with shareholders; transparent, simple structure (no meeting fees) .
-
Watch items
- Current beneficial ownership (2,326 shares as of June 20, 2025) is below the 6,000-share guideline threshold; however, the policy allows a four-year phase-in and the company states all directors were in compliance in FY2025 .
- External board service at KLA represents an industry adjacency; MCHP disclosed no related-party transactions and no compensation committee interlocks, mitigating conflict risk .
-
RED FLAGS
- None identified in FY2025 disclosures: no related-party transactions, no interlocks, and no Section 16 filing delinquencies reported .