Saria Tseng
Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary at 
MONOLITHIC POWER SYSTEMS
MONOLITHIC POWER SYSTEMSExecutive
About Saria Tseng
Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary of Monolithic Power Systems (MPS). Age 54; at MPS since 2004, added Strategic Corporate Development in 2009; bar admissions in California, New York, and Taiwan. Education: Master of Laws (LL.M.) from the University of California, Berkeley, and Master of Laws from Chinese Culture University (Taipei) . Under current leadership, MPS delivered record FY2024 revenue of $2,207.1M (+21.2% YoY) and non-GAAP operating income of $764.1M (+19.2% YoY), while the company cites cumulative TSR up ~1,200% over the past ten years and 2024 say‑on‑pay approval of 97% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Monolithic Power Systems | Vice President, General Counsel and Corporate Secretary | 2004–2009 | Established and led legal and corporate secretary functions |
| Monolithic Power Systems | Vice President, Strategic Corporate Development | 2009–present | Corporate development leadership alongside legal |
| Monolithic Power Systems | Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary | Current | Executive leadership of legal, corporate development, and governance |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MaXXan Systems, Inc. | Vice President & General Counsel | 2001–2004 | Led legal function at storage systems company |
| Gray Cary Ware & Freidenrich, LLP; Jones, Day, Reavis & Pogue | Attorney | Prior to 2001 | Complex corporate and legal practice experience |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 396,808 | 434,296 | 510,642 |
| Target Bonus (%) | n/a disclosed | n/a disclosed | 150% of base salary (target) |
| Target Bonus ($) | n/a disclosed | n/a disclosed | 780,000 (150% × $520,000 base set for plan) |
| Maximum Bonus Cap | 400% of target | 400% of target | 400% of target |
| All Other Compensation ($) | — | — | 1,035 (life insurance premium) |
Performance Compensation
Annual Cash Incentive (Short-Term)
| Metric | Target | Actual | Payout | Notes |
|---|---|---|---|---|
| Non-GAAP Operating Income (Company-wide) | $645.0M | $768.1M | 382.0% of target bonus → $2,979,236 for Tseng | 0% payout below 80% of target; linear interpolation; cap at 400% |
Long-Term Equity (PSUs/MSUs)
| Grant | Metric | Weighting / Earn-out | Target Shares | Max Shares | Vesting |
|---|---|---|---|---|---|
| Feb 2024 PSUs | 3-year average revenue growth vs. analog industry | 0% if <3% spread; 50% at 3%; 100% at 5%; 300% at ≥15% | 8,193 | Revenue goal component up to 24,579 shares | Cliff vest 12/31/2026, service required |
| Feb 2024 PSUs | Environmental goals (Scope 1+2 GHG −25% vs 2022; ≥⅓ auto revenue from EV OEMs in 2026; 200% growth vs 2023 for EV powertrain/48V) | 100% for GHG; 50% each for the two auto targets | Included in target | Up to 16,386 shares for ESG components | Cliff vest 12/31/2026 |
| Oct 2022 MSUs | Market-based RSUs (price/TSR tests) | Relative TSR deemed satisfied on CoC; price paid test for vesting | — | 135,520 unearned at 12/31/2024 | Cliff vest 10/24/2025 |
| Feb 2023 PSUs | 3-year performance PSUs | Company performance criteria | — | 57,170 unearned at 12/31/2024 | Cliff vest 12/31/2025 |
| Feb 2021 PSUs | Achieved; time-based remaining | Quarterly vesting through Feb 2025 | 2,172 unvested at 12/31/2024 | — | Quarterly through 2/2025 |
| Feb 2024 PSUs – Purchase Price Feature | $30 per share due at vest unless stock price ≥ grant price + $30 at period end | Impacts cash needs or waived if price hurdle met | — | — | — |
Grant-date fair values for 2024 PSUs: $5,050,493; target-to-maximum valuation sensitivity noted by company (not guaranteed) .
Equity Ownership & Alignment
- Beneficial ownership: 159,004 shares (<1% of outstanding) .
- Stock ownership guidelines: Officers must hold 2× base salary in shares; all NEOs met guidelines as of 12/31/2024 .
- Hedging/pledging: Directors and officers prohibited from short sales, pledging, margin accounts; hedging/monetization requires prior approval by Chief Compliance Officer .
- Clawback: Dodd‑Frank Section 10D compliant recoupment of incentive comp (cash and equity) tied to financial reporting measures for 3 years preceding a restatement, regardless of misconduct .
- Trading controls: Insider Trading Policy mandates trading windows, pre-clearance, 10b5‑1 plan governance (min 12‑month term, 120‑day cooling-off, limits on single‑trade plans) .
Vested vs Unvested (as of 12/31/2024)
| Category | Unvested / Unearned Shares | Market/Payout Value ($) |
|---|---|---|
| 2021 PSUs (time-based remaining) | 2,172 | $1,308,630 (at $591.70; incl. dividend equivalents) |
| 2022 MSUs (market-based) | 135,520 | $80,451,448 |
| 2023 PSUs (performance) | 57,170 | $32,318,201 |
| 2024 PSUs (performance) | 24,579 | $13,846,989 |
Upcoming vesting events may create transaction windows and potential selling pressure: 10/24/2025 (MSUs), 12/31/2025 (2023 PSUs), and 12/31/2026 (2024 PSUs) .
2024 Stock Vested and Realized Value
| Metric | Shares | Value Realized ($) |
|---|---|---|
| 2024 vesting (Tseng) | 67,206 | $45,372,904 (price less purchase price plus dividend equivalents) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Dated Dec 16, 2008; amended Feb 9, 2010 |
| Severance (without cause / good reason) | 6 months base salary + target annual bonus + COBRA premiums; equity acceleration equal to 6 months of additional vesting |
| Change-in-Control with termination (double-trigger) | 12 months base salary + target annual bonus + COBRA; 100% acceleration of unvested equity; PSUs vest pro‑rata based on actual performance through CoC date; MSUs vest if deal price exceeds price targets; relative TSR deemed satisfied |
| Restrictive covenants | Confidentiality; 1‑year non‑solicit post‑termination |
| Clawback | Mandatory recovery for restatements per Section 10D/NASDAQ |
| Ownership/Trading | No pledging, margining, short sales; pre‑clearance and window requirements; Rule 10b5‑1 plan governance |
Estimated Payments (illustrative as of 12/31/2024)
| Scenario | Base + Target Bonus + COBRA ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Termination without cause / good reason | 650,000 | 1,285,172 | 1,955,281 |
| Change-in-control + termination | 1,300,000 | 106,913,820 | 108,254,038 |
Compensation Structure (multi-year)
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 396,808 | 434,296 | 510,642 |
| Stock Awards ($) | 5,539,193 | 5,144,271 | 5,050,493 |
| Non-Equity Incentive ($) | 3,192,000 | 796,314 | 2,979,236 |
| All Other ($) | — | — | 1,035 |
| Total ($) | 9,128,001 | 6,374,881 | 8,541,406 |
Additional Incentives & Benefits
- Dividend equivalents: paid in cash only upon vesting; forfeited if awards do not vest .
- Deferred compensation: participant in non‑qualified plan; 2024 contributions $72,283, 2024 earnings $1,236,226, year‑end balance $13,560,029 .
- Perquisites: life insurance premium $1,035 (2024) .
Performance & Track Record
- 2024 results: Revenue $2,207.1M (+21.2% YoY); GAAP operating income $539.4M (+12.0%), non‑GAAP operating income $764.1M (+19.2%) . Analog industry revenue decreased ~2% per SIA; MPS outperformed .
- Capital returns: Dividends per share $5.00 in 2024; $242.5M paid; completed $640M repurchase program (1.0M shares) in 2024; new $500M buyback approved Feb 2025; quarterly dividend increased to $1.56 in Feb 2025 .
- Say‑on‑pay approval: 97% in 2024 after program changes responsive to shareholder feedback .
Compensation Governance Highlights
- Shareholder feedback drove: reduction of short‑term target bonus to 150% (from 200%); ESG-linked PSUs; TSR percentile linkage to PHLX Semiconductor Index in 2025 awards; peer group refined to remove >$100B market cap firms .
- Compensation Committee independence; use of Radford as independent consultant; strong pay‑for‑performance mix (salary ≤6% of total for NEOs) .
Risk Indicators & Red Flags
- Pledging/hedging: prohibited—reduces alignment risk .
- Clawback: in place—mitigates restatement risk .
- Legal: Feb 4, 2025 securities class action filed against MPS and certain executives alleging misstatements; company plans to defend vigorously .
- Change‑of‑control economics: double trigger with full equity acceleration—material cost in a sale scenario; PSUs/MSUs feature favorable treatment on CoC .
Investment Implications
- Alignment: High at‑risk pay with multi‑year PSUs tied to revenue outperformance and measurable ESG objectives; strict anti‑pledging/hedging and ownership guidelines support shareholder alignment .
- Retention & selling pressure: Significant vesting events in late 2025 and 2026 (MSUs/PSUs) may create windows for insider sales; purchase‑price feature on PSUs can require cash or be waived by price performance, influencing transaction timing .
- Change‑of‑control cost: Double‑trigger 12‑month cash plus full equity acceleration yields substantial potential payouts (indicatively $108.3M total at 12/31/2024 valuation), which could impact M&A economics but reduces executive departure risk in a sale .
- Performance linkage: Annual cash bonuses are strictly tied to non‑GAAP operating income, and long‑term awards tied to revenue vs industry and EV/ESG targets; this structure favors operational execution over pure stock price, balancing growth with sustainability and mitigates short‑termism .