Eugen Elmiger

About Eugen Elmiger

Independent director at Monolithic Power Systems (MPWR) since October 2012; age 61. He is Chief Executive Officer of maxon Group (since January 2011) and serves on the board of Kardex, a global leader in automated storage solutions. He holds a B.S. in Electrical Engineering from the Lucerne (Horw) University of Applied Science and Art. The Board has determined he is independent under NASDAQ listing standards. His background spans international marketing, sales and product management, with oversight experience in IT, AI and cybersecurity across industrial, medical and automotive end markets.

External Roles

Board Governance

• Committee assignments and chair roles:
  • Compensation Committee: Chair (members: Herbert Chang, Eugen Elmiger, Jeff Zhou). Four meetings in 2024. Responsibilities include executive pay oversight, equity plan administration, and HCM/ESG oversight.
  • Nominating & Corporate Governance (NCG) Committee: Member (Chair: Carintia Martinez). Four meetings in 2024. Responsibilities include board composition, director nominations/compensation, governance guidelines, ESG and cybersecurity oversight.
• Independence: Determined independent by the Board (Elmiger and all non-employee directors listed).
• Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings.
• Engagement and evaluation:
  • The Board adopted a formal annual board/committee/director evaluation process in 2024 and rotated committee chairs (including appointing Elmiger as Compensation Committee Chair) to enhance governance effectiveness.
  • Management and the Compensation Committee Chair engaged stockholders representing ~47% of shares outstanding in 2024 on governance and compensation topics.
• Say-on-Pay feedback: 2024 Say-on-Pay approval was 97% (after program changes responsive to investors).
• Board structure/leadership: Combined Chair/CEO with a Lead Independent Director; the Board is pursuing a phased declassification beginning 2025 (approved by Board, subject to stockholder approval) to move to annual elections by 2030.
• Time commitment and risk oversight:
  • Time commitment policy (overboarding limits) in place.
  • Committee-level risk oversight includes compensation risk (Compensation), governance/cyber/ESG risks (NCG), and financial/reporting risks (Audit).

Fixed Compensation (Director)

Structure and individual 2024 compensation:

• 2024 director fee schedule (applies to non-employee directors) : | Fee Description | FY 2024 ($) | FY 2023 ($) | Change | |---|---:|---:|---:| | Annual Board retainer | 85,000 | 75,000 | 13% | | Lead Independent Director | 40,000 | 40,000 | 0% | | Compensation Chair | 20,000 | 20,000 | 0% | | Compensation Member (excl. chair) | 10,000 | 10,000 | 0% | | NCG Chair | 15,000 | 15,000 | 0% | | NCG Member (excl. chair) | 7,500 | 7,500 | 0% | | Audit Chair | 30,000 | 30,000 | 0% | | Audit Member (excl. chair) | 15,000 | 15,000 | 0% | | Annual RSU grant (incumbent) | 220,000 | 220,000 | 0% |

• 2024 individual compensation (Elmiger) : | Name | Fees Earned ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Eugen Elmiger | 111,250 | 220,277 | 331,527 |

Notes: Annual RSUs to incumbents vest 100% one year from grant; all director awards fully vest upon change in control. Directors are subject to stock ownership guidelines (see Equity Ownership).

Performance Compensation (Director Equity)

• Equity structure for directors: Annual time-based RSUs; no performance metrics are attached to director equity.
• 2024 and 2025 grants/unvested: | Item | Detail | |---|---| | 2024 Annual RSU grant (incumbents) | Grant value $220,000; 100% vests on first anniversary of grant date. | | Unvested RSUs at 12/31/2024 (Elmiger) | 348 units. | | 2025 RSU award (Elmiger) | 335 shares reported on Form 4 (grant/acquisition on 2025-02-04). |

Change-in-control: Director awards fully vest on a change in control.

Other Directorships & Interlocks

• Current public company boards: Kardex (Director).
• Compensation Committee interlocks: None.
• Related-party transactions: No transactions involving Elmiger disclosed in 2024 “Certain Relationships and Related Transactions.”

Expertise & Qualifications

• Executive leadership with 30+ years’ experience; international marketing, sales, product management; operational and strategic planning.
• Oversight experience across IT, AI and cybersecurity; domain depth in industrial, medical and automotive markets.
• Board independence and corporate governance experience.

Equity Ownership

• Beneficial ownership as of record date (April 16, 2025): | Holder | Shares Beneficially Owned (#) | % of Outstanding | |---|---:|---:| | Eugen Elmiger | 20,878 | <1% (asterisk in proxy) |

• Unvested RSUs at 12/31/2024: 348 (no director stock options outstanding).

• Ownership alignment:

  • Director stock ownership guidelines: 3x annual retainer; as of 12/31/2024 all directors met guidelines.
  • Anti-hedging/anti-pledging: Directors/officers prohibited from hedging, short sales, holding stock in margin accounts, or pledging company stock as collateral.

Insider Trades (Form 4)

Notes: The August 2025 transactions reflect open-market sales executed in multiple lots; post-transaction ownership shown from each Form 4 line.

Governance Assessment

• Strengths supporting investor confidence:
  • Independent director with relevant operating expertise in industrial/auto/medical end markets and oversight experience in IT/AI/cybersecurity.
  • Serves as Compensation Committee Chair with clear investor-responsive actions (lowered STIP targets; refined peer group; introduced ESG and TSR components for executives), coinciding with 97% Say-on-Pay approval in 2024 and broad shareholder engagement.
  • Robust governance policies: formal annual board/committee/director evaluations; time-commitment/overboarding limits; anti-hedging/anti-pledging; ownership guidelines met.
  • Board declassification plan endorsed by the Board to increase director accountability over time.
• Potential risks/considerations:
  • External executive role (CEO of maxon Group) and additional public directorship (Kardex) require monitoring against MPWR’s time-commitment policy; however, the policy sets explicit limits and is waivable by independent directors.
  • Insider sales in Aug 2025 (4,000 shares around $845) reduce holdings to 17,213 shares; not inherently problematic, but investors may monitor ongoing trading for alignment.
• Red flags not observed in filings:
  • No related-party transactions involving Elmiger.
  • No pledging/hedging permitted by policy.
  • All directors met minimum attendance threshold (≥75%).
  • Compensation Committee interlocks: none.