Maurice Sciammas

About Maurice Sciammas

Maurice Sciammas, 65, is Executive Vice President, Worldwide Sales and Marketing at Monolithic Power Systems (MPS). He joined MPS in July 1999 and has led senior sales leadership since 2007; he holds a B.S.E.E. from San Jose State University . Company performance under the current leadership team includes record 2024 revenue of $2.207B (+21% YoY), non-GAAP operating income up 19.2%, and a 10-year cumulative TSR of ~1,200%; the Board also raised the dividend to $6.24 annualized in Feb-2025 .

Past Roles

External Roles

No external public-company directorships disclosed in SEC biographies reviewed .

Fixed Compensation

• Base salary was reset higher in 2024 as part of a peer-aligned refresh; for Sciammas, $520,000 in 2024 vs $438,900 in 2023 (+18%) .

Multi-year summary compensation:

Notes:

• “All Other Compensation” reflects life insurance premiums .
• In 2024, management reduced STIP targets for NEOs from 200% to 150% of base salary to better align with peers .

Performance Compensation

Short-term cash incentive (STIP) design and 2024 payout:

• Metric: 100% based on non-GAAP operating income; target $645.0M; actual $768.1M → 382.0% of target bonus .
• Maurice Sciammas target bonus (150% of salary): $780,000; payout: $2,979,236 .

Long-term equity incentive structure (PSUs/MSUs):

• 2024 PSUs (three-year 2024–2026): Earn-out tied to (i) MPS average revenue growth vs Analog industry (SIA), and (ii) Environmental Sustainability Goals (Scope 1+2 GHG reduction; EV-related revenue mix/targets). PSUs carry a $30/share purchase-price feature waived if stock price is ≥$30 above grant-date by the end of the performance period .
• 2023 PSUs: Performance period through 12/31/2025; vest immediately at certification (goals undisclosed in proxy tables) .
• 2022 MSUs: Market-based RSUs; performance/vesting date 10/24/2025; immediate vest upon goal satisfaction .
• 2021 PSUs: Performance achieved by 12/31/2022; 50% vested Feb 2023; remaining 50% vests quarterly through Feb 2025 .

2024 PSU grant sizing and components for Sciammas:

Environmental performance triggers for the 2024–2026 PSU component:

• Reduce combined Scope 1+2 GHG emissions by 25% vs 2022 baseline (29,402 tCO2e) by end-2026 → 100% of target .

• 1/3 of 2026 Automotive revenue from EV manufacturers → 50% of target; and 2026 revenue from EV powertrain/48V products ≥200% of 2023 baseline → 50% of target .

Pay-for-performance governance signals:

• 2024: 100% of CEO/NEO equity in PSUs (no time-only vesting) and STIP 100% financial, reflecting stronger linkage; NEO base salary ≤6% of total target pay historically .
• 2025: Added relative TSR condition for a portion of equity, with PHLX Semiconductor Index benchmarking and ≥75th percentile for maximum payout .

Equity Ownership & Alignment

Total beneficial ownership (as of 4/16/2025 record date):

• 186,089 shares (<1% of outstanding; multiple trusts/entities listed below) .

Vested vs unvested equity and upcoming vesting “overhang” (as of 12/31/2024):

Additional alignment and trading controls:

• No outstanding stock options as of 12/31/2024 (all equity in RSUs/PSUs/MSUs) .
• Stock ownership guidelines: NEOs must hold 2× base salary; all NEOs in compliance as of 12/31/2024 .
• Hedging, short sales, pledging, and margin accounts are prohibited for officers/directors; pre-clearance and trading windows apply; 10b5‑1 plans require 120-day cooling-off and other guardrails .

2024 realized equity value (vesting):

• Shares vested in 2024: 67,206; value realized on vesting: $45,372,904 (net of purchase-price feature, plus accumulated dividend equivalents) .

Employment Terms

• Employment Agreement: dated March 10, 2008; amended Dec 16, 2008 (Section 409A compliance) .
• Termination without cause / Good Reason: six months base salary, target annual bonus, and COBRA premiums for six months; acceleration equal to shares that would have vested in six months .
• Change in Control with Termination (double-trigger within one year post-CIC): 12 months base salary, target bonus, and COBRA for 12 months; 100% acceleration of unvested equity. PSUs vest pro‑rata based on performance through CIC date; MSUs vest if per‑share CIC price exceeds targets; relative TSR condition deemed satisfied .
• Clawback: Dodd-Frank Section 10D-compliant recovery of incentive-based compensation (cash and equity) for three fiscal years preceding a restatement, regardless of fault .
• Non-solicitation and confidentiality: no disclosure/use of confidential information; 1-year non-solicit post-termination .
• Pensions/SERP: MPS does not provide pension arrangements or post-retirement health coverage; broad-based benefits and dividend equivalents accrue and are paid only upon vest .
• Non-qualified deferred compensation (2024): Aggregate account balance $7,719,280; 2024 aggregate earnings $560,196; no executive contribution in 2024 .

Estimated payments upon termination (illustrative, assuming 12/31/2024 and $591.70 stock price):

• Termination w/o cause or Good Reason: $1,953,113 total (base+target bonus+COBRA+6-month equity acceleration) .
• CIC with termination: $108,249,702 total (base+target bonus+COBRA+full equity acceleration) .

Compensation Structure Analysis

• Mix heavily at-risk: Base salary ≤6% of total executive packages; all 2024 equity for NEOs is performance-based (PSUs) with no time-only vesting .
• Short-term incentives narrowed to a single financial metric (non-GAAP operating income) and targets reduced to 150% of salary to moderate cash leverage; 2024 payout at 382% of target on strong results .
• Long-term incentives balanced between revenue outperformance vs Analog industry and environmental/EV commercialization goals (with explicit targets), and, from 2025, a relative TSR overlay vs PHLX index for part of equity .
• Governance responsiveness: say‑on‑pay approval rose to 97% in 2024 after peer and plan adjustments (down from 57% in 2023), reflecting investor-aligned program changes .

Risk Indicators & Red Flags

• Insider selling pressure: Large performance awards scheduled for decision/vesting in 2025–2026 (2022 MSUs: 135,520 shares; 2023 PSUs: 57,170 shares; 2024 PSUs: 24,579 shares) could create supply upon vest; mitigated by strict trading windows, pre‑clearance, and optional 10b5‑1 plans with 120-day cooling off .
• Related party transaction: Joseph Sciammas (family member) employed by MPS; 2024 total compensation $217,000; company states compensation aligned with comparable roles .
• Hedging/pledging risk: Prohibited for officers at all times, reducing misalignment/forced-selling risk .
• Clawback and ownership: Formal clawback in place; NEOs meet 2× salary stock ownership guidelines, supporting alignment .

Equity Ownership & Vesting Schedules (detail)

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: 97% (up from 57% in 2023), following program changes: peer group refined, STIP target reduced to 150% of salary, and TSR linkage introduced for 2025 equity .

Compensation Peer Group (program calibration)

• Peer group refined in 2024 to remove >$100B market-cap semis; added select peers including Diodes, Marvell, Microchip, Entegris to better align size/growth .

Investment Implications

• Alignment and retention: High at-risk mix, 100% performance-based equity, clawback, anti‑pledging, and ownership guidelines indicate strong pay-for-performance alignment; STIP tied to profitability and LTI tied to growth/ESG (and now TSR) should continue to align incentives with shareholder value creation .
• Supply/flow risk: Concentrated vesting events in 2025–2026 (MSUs/PSUs) could increase share supply if awards vest in full; monitor 10b5‑1 filings and open windows around certification dates for potential selling pressure .
• Change-in-control economics: Double-trigger CIC with 12 months cash and full equity acceleration (with pro‑rata performance for PSUs) is modest on cash but substantial via equity; not overly entrenching but meaningful in a transaction scenario .
• Governance watch item: The disclosed related-party employment of a family member is relatively small but merits standard monitoring from a governance risk perspective .
• Performance backdrop: Strong 2024 top-line and non‑GAAP operating income growth, dividend acceleration and buyback authorization underpin the “engine” that drives incentive payouts; investors should track the analog-industry growth delta and ESG goal trajectories through 2026 for forward PSU realization risk .