Victor Lee
MONOLITHIC POWER SYSTEMSAbout Victor K. Lee
Independent director of Monolithic Power Systems (MPWR) since September 2006; age 68. Former public-company CFO with 40+ years in semiconductors; designated Audit Committee financial expert. Education: B.S. in Industrial Engineering & Operations Research and M.B.A., both from the University of California, Berkeley. The Board has affirmatively determined he is independent under NASDAQ listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ambarella, Inc. | Chief Financial Officer | Aug 2007 – Mar 2011 | Public-company CFO; deep finance, controls, disclosure, tax and risk oversight experience cited by MPWR Board in qualifying him as an audit committee financial expert |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MoSys, Inc. | Director | Jun 2012 – Jun 2016 | Public company board experience; no current other public company directorships disclosed |
Board Governance
| Category | Details |
|---|---|
| Committee assignments | Audit Committee member; served as Audit Committee Chair through March 3, 2025, when Eileen Wynne was appointed Chair; remains a member. The FY24 Audit Committee Report lists him as Chair as of actions taken for 2024. |
| Expertise | Audit committee financial expert as defined by SEC rules. |
| Independence | Board determined Mr. Lee is independent under NASDAQ standards. |
| Attendance | All directors attended at least 75% of Board and committee meetings in 2024. |
| Tenure | Director since September 2006. |
| Board structure context | Lead Independent Director: Herbert Chang; independent directors meet in executive session. |
| Board effectiveness enhancements | Formalized annual board/committee/director evaluations in 2024; leadership rotation (NCG and Compensation 2024; Audit in Mar 2025); director time-commitment policy (overboarding limits). |
Fixed Compensation (Director)
| Item | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $115,000 | Comprised of Board retainer ($85,000) and Audit Chair fee ($30,000) per 2024 fee schedule. |
| Stock Awards (RSUs) – grant date fair value | $220,277 | Annual RSU award to incumbents; vests 100% on 1st anniversary of grant; full vesting on change-in-control. |
| Total | $335,277 | |
| Unvested RSUs outstanding (12/31/2024) | 348 shares | Directors had no outstanding stock options as of 12/31/2024. |
Notes on Director Equity Design:
- New director RSUs: 50% vest at each of the first and second anniversaries; annual incumbent director RSUs vest 100% after 1 year; awards accelerate on change in control.
Performance Compensation (Director)
| Performance-linked elements | 2024 Status |
|---|---|
| Annual cash bonus, performance equity, options | Not applicable to non-employee directors; director equity is time-based RSUs with no performance metrics. |
Other Directorships & Interlocks
- Other public company boards: None current disclosed; prior: MoSys, Inc. (2012–2016).
- Compensation Committee interlocks: None reported for 2024 (company-wide disclosure).
Expertise & Qualifications
- Audit committee financial expert; extensive CFO experience; deep knowledge of financial reporting, internal controls, disclosure, tax, and enterprise risk in semiconductors.
- Skills matrix: finance and accounting, corporate governance, risk management, innovation/technology, global operations.
Equity Ownership
| Ownership element | Amount / Status |
|---|---|
| Shares beneficially owned (record date: 4/16/2025) | 29,232 shares (<1% of outstanding) |
| Unvested director RSUs (12/31/2024) | 348 shares |
| Options | None outstanding (director) |
| Pledging/Hedging | Company policy prohibits pledging and hedging by directors and officers; no pledging disclosed. |
| Ownership guidelines | Directors must hold ≥3x annual retainer; all directors met guidelines as of 12/31/2024. |
Insider Trades (Form 4)
| Trade date | Transaction | Shares | Price | Resulting holdings | Source |
|---|---|---|---|---|---|
| 2024-06-28 | Open-market sale | 1,000 | $820.46 | 29,232 | SEC Form 4 filed 2024-07-01: https://www.sec.gov/Archives/edgar/data/1292133/000121465924011760/xslF345X03/marketforms-66443.xml |
Related-Party Transactions / Conflicts
- Company disclosed related-party items for 2024 involving other executives (VC fund co-investments; family employment) but none involving Victor K. Lee.
- Policy requires Audit Committee pre-approval and ongoing review of related-party transactions.
Governance Assessment
- Strengths
- Independence, long-serving audit committee leadership, and designation as audit committee financial expert support board oversight of reporting, controls, and risk.
- Strong alignment and guardrails: director stock ownership guidelines met; anti-pledging/hedging policy; no director options; simple, time-based RSU design.
- Board effectiveness enhancements: formal annual evaluations (2024), committee chair rotation (2024/2025), director time-commitment policy limiting overboarding.
- Shareholder-rights responsiveness: Board initiated declassification proposal (2025) and amended bylaws in March 2025 to allow stockholders to call special meetings (thresholds apply).
- Watch items
- Long tenure (since 2006) can raise refreshment considerations; Board has undertaken leadership rotations and a phased declassification plan, and maintains formal evaluations and education.
- Insider activity: one open-market sale of 1,000 shares in 2024; modest in size relative to beneficial holdings; continued compliance with anti-pledging/hedging policy expected.