Darin Billerbeck
EVERSPIN TECHNOLOGIESAbout Darin G. Billerbeck
Darin G. Billerbeck, 65, is Chairman of the Board of Everspin Technologies (MRAM). He joined the Board in August 2018, became Chairman in March 2019, served as Executive Chairman from Dec 2020–Nov 2022, and as Interim CEO from Jan 2021–Mar 2022. He holds a B.S. in Mechanical Engineering from UC Davis and previously served as CEO of Lattice Semiconductor, President & CEO of Zilog, and spent 18+ years at Intel in senior leadership across memory and packaging/operations, bringing deep semiconductor and IP/CFIUS expertise.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Lattice Semiconductor | Chief Executive Officer | “More than seven years,” retired 2018 | Grew shareholder value; expanded technology, products and IP; gained U.S./China IP and CFIUS expertise |
| Zilog | President & CEO | Prior to 2010 (company acquired by IXYS in 2010) | Led company through acquisition |
| Intel | VP & GM, Flash Products Group; Director roles (Design Eng., Packaging, Operations) | 18+ years | Led key engineering functions in memory; senior operating leadership |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Precision Medical Products | Director | Current board service disclosed in MRAM proxy |
Board Governance
- Board role: Chairman of the Board (non-CEO). MRAM separates CEO and Chair roles; current CEO is Dr. Sanjeev Aggarwal.
- Independence: Not classified as independent (only Dr. Aggarwal and Mr. Billerbeck are non-independent; all other directors are independent).
- Committee assignments: No standing committee memberships listed for Billerbeck in 2024 (Audit, Compensation, Nominating & Corporate Governance).
- Board/committee activity and attendance: Board met 7 times in 2024; Audit 5, Compensation 4, Nominating & Corporate Governance 4; each director attended at least 75% of meetings for the Board and committees served.
- Executive sessions: Compensation Committee meets regularly in executive session.
- Hedging/pledging policy: Insider trading policy prohibits short sales, options/hedging, margin accounts and pledging by directors/officers/employees.
Fixed Compensation
- MRAM 2024 non‑employee director cash retainer structure (paid quarterly):
- Annual director retainer: $53,625; Lead board member additional $19,500; Committee Chair retainers: Audit $14,625, Compensation $9,750, Nominating & Governance $7,313; no other meeting fees.
- 2024 cash paid to Billerbeck: $73,125.
| 2024 Director Cash Compensation Elements | Amount |
|---|---|
| Annual Director Retainer | $53,625 |
| Lead Board Member Retainer (if applicable) | $19,500 |
| Audit Chair Retainer | $14,625 |
| Compensation Chair Retainer | $9,750 |
| Nominating & Gov Chair Retainer | $7,313 |
| Billerbeck – Cash Fees Earned (2024) | $73,125 |
Performance Compensation
- Equity is time‑based, not performance‑based; directors may receive annual RSU or option grants; amounts reflect grant date fair value per ASC 718.
- Billerbeck 2024 stock award (grant‑date fair value): $134,437; outstanding director awards at 12/31/2024 included 42,000 options and 8,739 unvested RSUs.
| 2024 Director Equity Compensation | Details |
|---|---|
| Equity program | Annual RSU or option awards at Board discretion; each RSU = one share on vesting |
| Billerbeck – Stock Awards (Grant‑Date FV) | $134,437 |
| Billerbeck – Outstanding at 12/31/2024 | Stock Options: 42,000; RSUs: 8,739 |
| Valuation basis | FASB ASC Topic 718 (see Note 2 to financials in 10‑K) |
Mix for Billerbeck (FY2024): ~$73,125 cash (35%) and ~$134,437 equity (65%), indicating equity‑heavy alignment with shareholders.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Exposure |
|---|---|---|---|
| Precision Medical Products | Medical devices | Director | No MRAM‑related related‑party transactions disclosed since 1/1/2023. |
- Related‑party transactions: None reported since Jan 1, 2023 (company‑wide, including directors).
Expertise & Qualifications
- Semiconductor leadership and memory expertise (Lattice CEO; Intel VP/GM Flash; Zilog CEO); IP/CFIUS experience; operations and packaging/design engineering leadership; B.S. Mechanical Engineering (UC Davis).
Equity Ownership
- Shares owned (as of record date 3/25/2025):
- Billerbeck: 100,252 shares owned; plus “right to acquire within 60 days” 45,496 shares (options/near‑term RSU vest), total beneficial 145,748; <1% of outstanding (base of 22,352,145 shares).
- Company policy prohibits hedging/pledging by directors.
| Beneficial Ownership (3/25/2025) | Shares |
|---|---|
| Shares Owned – Billerbeck | 100,252 |
| Right to Acquire Within 60 Days | 45,496 |
| Total Beneficial Ownership | 145,748 (<1%) |
| Shares Outstanding (base for % calc) | 22,352,145 |
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay: For 9,461,175; Against 1,722,701; Abstain 129,962; Broker non‑votes 5,015,046 (≈83.6% of votes cast supported).
- 2024 Say‑on‑Pay: For 9,973,328; Against 262,783; Abstain 173,184; Broker non‑votes 3,760,345 (≈95.8% of votes cast supported).
| Say‑on‑Pay Results | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 | 9,461,175 | 1,722,701 | 129,962 | 5,015,046 |
| 2024 | 9,973,328 | 262,783 | 173,184 | 3,760,345 |
Note: 2025 support decreased vs. 2024; while Say‑on‑Pay covers executive pay (not director pay), it is a signal of investor sentiment on pay practices.
Director Election Support (Billerbeck)
- 2025: For 10,112,235; Withheld 1,201,603; Broker non‑votes 5,015,046 (≈89.4% of votes cast in favor).
- 2024: For 10,285,804; Withheld 123,491; Broker non‑votes 3,760,345 (≈98.8% of votes cast in favor).
| Election Year | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| 2025 | 10,112,235 | 1,201,603 | 5,015,046 |
| 2024 | 10,285,804 | 123,491 | 3,760,345 |
Compensation Committee Analysis (context)
- The Compensation Committee used Semler Brossy as independent consultant in 2023 for benchmarking and peer analysis; in 2024 the committee determined additional engagement was unnecessary.
Risk Indicators & Red Flags
- Independence: As Board Chair and former Interim CEO, Billerbeck is not independent; he holds no committee roles—consistent with Nasdaq rules requiring committee independence and helping mitigate governance risk.
- Attendance: At least 75% of Board/committee meetings (meets common governance thresholds).
- Section 16 compliance: One late Form 4 filing was noted for Billerbeck (and several other directors) for a single transaction (administrative timeliness issue).
- Related party/pledging/hedging: No related‑party transactions; explicit prohibition on hedging/pledging reduces alignment risk.
- Shareholder sentiment: Notable drop in Say‑on‑Pay support in 2025 vs. 2024; while not director‑specific, investors may scrutinize pay decisions and oversight.
Governance Assessment
- Strengths: Deep semiconductor/memory leadership; experienced Chair; separation of Chair/CEO; independent committees; anti‑hedging/pledging policy; equity‑heavy director pay aligns incentives; clean RPT disclosure; adequate attendance.
- Watch items: Non‑independent Chair; prior interim CEO role concentrates influence; 2025 Say‑on‑Pay decline; isolated late Form 4. Continued robust independent committee leadership and transparent investor engagement can mitigate concerns.
No severance/change‑of‑control or employment contract terms apply to Billerbeck as a non‑employee director; per‑director performance metrics tied to equity are not disclosed (director equity is time‑based, not performance‑based).