Carintia Martinez
MONOLITHIC POWER SYSTEMSAbout Carintia Martinez
Carintia Martinez (age 59) has served as an independent director of Monolithic Power Systems (MPS) since May 2021; she is currently Chair of the Nominating & Corporate Governance (NCG) Committee and a member of the Board’s two-director NCG Committee . She is Chief Digital Information Officer of Automotive Cells Company (ACC) since February 2025; prior roles include CIO of IHS Towers (Jan 2024–Jan 2025), VP/CIO at Thales Alenia Space (Jan 2018–May 2023), and senior leadership roles at Renault Group (Feb 2008–Dec 2017) . She holds master’s degrees from Pontificia Universidade Catolica do Parana, Université de Technologie de Compiègne, and Université Paris XII/Ecole des Ponts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thales Alenia Space | Vice President, Chief Information Officer | Jan 2018 – May 2023 | Led IT for a European satellite manufacturer; background cited in board bio as relevant to risk management and cybersecurity oversight at MPS . |
| Renault Group | Various senior positions incl. VP Renault-Nissan Alliance Quality; VP Information Systems for Marketing & Sales | Feb 2008 – Dec 2017 | Operational and information systems leadership; contributes to MPS board’s technology, risk and global operations oversight per skills matrix . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Automotive Cells Company (ACC) | Chief Digital Information Officer | Feb 2025 – Present | EV battery JV; indicates domain expertise in automotive/EV and IT/cybersecurity . |
| IHS Towers | Chief Information Officer | Jan 2024 – Jan 2025 | Telecom infrastructure CIO experience . |
No other public company directorships are disclosed for Ms. Martinez in the proxy .
Board Governance
- Independence: The Board determined Martinez is independent under NASDAQ listing standards .
- Committee assignments: Chair, NCG Committee (members: Eugen Elmiger and Carintia Martinez); NCG met 4 times in 2024 and oversees board composition, governance guidelines, ESG, and cybersecurity risk .
- Attendance: In 2024, “all directors attended at least 75%” of Board and applicable committee meetings; the Board met 4 times, NCG 4 times .
- Board leadership: Combined Chair/CEO (Michael Hsing) with Lead Independent Director (Herbert Chang), who presides over executive sessions of independent directors .
- Time commitment policy: Caps outside board seats (≤5 public boards; stricter caps for public-company executives and chairs), waivable by the Board .
- Declassification: Management proposal to declassify the Board was recommended in 2025 to transition to annual elections by 2030, reflecting investor feedback; Martinez is a Class III nominee in 2025 .
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual Board retainer (cash) | Standard retainer for non-employee directors in 2024 | $85,000 |
| NCG Chair fee (cash) | Chair fee (policy level; chair rotation effective June 2024) | $15,000 |
| NCG membership fee (cash) | Non-chair membership fee | $7,500 |
| Fees earned (actual, 2024) | Martinez’s cash fees received in 2024 | $96,250 |
Notes: Fee schedule reflects policy; actual cash earned by Martinez in 2024 was $96,250 as reported in the director compensation table .
Performance Compensation
| Award Type | Grant Date | Grant Value | Vesting | Change-in-Control |
|---|---|---|---|---|
| Annual RSU grant to incumbent directors | Feb 6, 2024 | $220,277 | 100% vests on 1st anniversary of grant | All awards become fully vested upon change in control . |
- Unvested RSUs as of 12/31/2024: 348 units for Martinez .
- Director equity awards are time-based (no performance conditions) and valued at grant-date closing price; grant-date fair value for 2024 awards calculated using the 2/6/2024 close .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Martinez . |
| Prior public company boards | None disclosed for Martinez . |
| Interlocks | Company discloses no Compensation Committee interlocks in 2024 (Martinez is not on the Compensation Committee) . |
Expertise & Qualifications
- Board skills matrix highlights Martinez for executive leadership, corporate governance, global operations, innovation/technologies, risk management, and cybersecurity; not flagged for finance/accounting expertise .
- Board bio underscores >30 years in information systems/technology leadership across telecom, aerospace, automotive, including IT/AI/cybersecurity oversight .
Equity Ownership
| Metric | Martinez |
|---|---|
| Beneficial ownership (shares) | 1,943 shares (less than 1%) as of record date (4/16/2025) . |
| Unvested director RSUs (12/31/2024) | 348 . |
| Options | None disclosed outstanding for directors as of 12/31/2024 . |
| Hedging/pledging | Directors are prohibited from hedging without approval; short sales, margin, and pledging are prohibited . |
| Stock ownership guidelines | Directors must hold stock equal to 3x annual retainer; as of 12/31/2024, all directors met the guideline . |
Governance Assessment
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Strengths for investor confidence:
- Independent director with domain expertise in IT/cybersecurity and global operations; chairs NCG which oversees governance, ESG, and cybersecurity—areas central to risk oversight at a semiconductor leader .
- Solid engagement/attendance: Board and NCG met regularly in 2024; all directors ≥75% attendance .
- Equity-heavy director pay aligns interests; 2024 mix $96,250 cash vs $220,277 equity for Martinez; director stock ownership guidelines met; hedging/pledging prohibited .
- Board responsiveness: formalized annual board/committee evaluations, rotated committee chairs (including appointing Martinez as NCG Chair), and initiated declassification process following shareholder feedback; added special meeting right in bylaws March 2025 .
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Potential watch items:
- Time commitments: Martinez holds an operating executive role (CDIO at ACC); MPS has a director time-commitment policy with caps and oversight—mitigates risk but continued monitoring is prudent .
- Related-party exposure: No transactions disclosed involving Martinez; continue to monitor due to potential sector adjacency (auto/EV) though no conflict is reported .
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Broader context:
- 2024 say‑on‑pay approval rebounded to 97% after program changes; compensation now includes ESG and TSR linkages at the executive level—signals constructive engagement and governance responsiveness (contextual board credibility) .
Overall, Martinez presents as an independent, cyber/IT-savvy director leading governance and ESG/cyber oversight, with equity-aligned compensation and no disclosed conflicts or attendance issues—supportive of board effectiveness and investor confidence .