Douglas Mitchell
EVERSPIN TECHNOLOGIESAbout Douglas Mitchell
Douglas M. Mitchell is an independent director of Everspin Technologies (MRAM), appointed in February 2024. He is 76 years old, holds an MBA from National University and a B.S. in Electrical Engineering from the University of Texas at Austin, and has deep operating and go‑to‑market experience in non‑volatile memory across Infineon, Simtek (CEO), and Everspin (VP Sales & Marketing) . The Board cites his corporate leadership, technology, and memory market expertise as qualifications for service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Infineon Technologies LLC | Vice President, RAM Products | 2020–2023 | Led RAM products; senior leadership in memory |
| Infineon Technologies LLC | Member of the Professional Staff | 2016–2020 | Technical leadership in memory |
| Microelectronics Research Development Corp. & US Air Force Research Labs | Memory products development for space applications | 2011–2016 | Advanced memory for space; application-focused |
| Everspin Technologies | VP Sales & Marketing | 2009–2010 | Led MRAM business development post spin‑off |
| Simtek Corporation | President & Chief Executive Officer | Prior to 2009 (date not specified) | Drove Cypress collaboration leading to Simtek acquisition |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in the 2025 proxy . |
Board Governance
- Independence: The Board determined Mr. Mitchell is independent under SEC and Nasdaq rules (all directors except the Chairman Darin Billerbeck and CEO Sanjeev Aggarwal are independent) .
- Committee assignments (2024 and current): Member, Nominating & Corporate Governance Committee; he replaced Lawrence Finch on May 23, 2024. Audit Chair: Geoffrey Ribar; Compensation Chair: Glen Hawk; Nominating & Governance Chair: Tara Long .
- Attendance and meetings: In 2024 the Board met 7 times; Audit 5; Compensation 4; Nominating & Governance 4. Each director attended at least 75% of the Board and committee meetings on which they served .
- Shareholder support (2025 annual meeting): Mitchell was elected with 10,111,274 votes “For,” 1,202,564 “Withheld,” and 5,015,046 broker non‑votes .
| Committee | Member | Chair | Notes |
|---|---|---|---|
| Audit | No | — | Audit Chair: G. Ribar |
| Compensation | No | — | Compensation Chair: G. Hawk |
| Nominating & Corporate Governance | Yes | No (Chair: T. Long) | Replaced L. Finch on May 23, 2024 |
| 2024 Board/Committee Meetings | Count |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 5 |
| Compensation Committee | 4 |
| Nominating & Corporate Governance | 4 |
| Attendance | Each director ≥ 75% |
Fixed Compensation
- Non-employee director cash retainers for 2024: Annual retainer $53,625; Lead Board Member +$19,500; Audit Chair +$14,625; Compensation Chair +$9,750; Nominating & Governance Chair +$7,313. No other meeting fees; paid in equal quarterly installments .
- Mitchell’s 2024 cash fees: $45,163, reflecting his first partial year on the Board (appointed Feb 2024) .
| 2024 Cash Retainer Schedule (Non‑Employee Directors) | Amount (USD) |
|---|---|
| Annual Board retainer | $53,625 |
| Lead Board Member add’l | $19,500 |
| Audit Committee Chair add’l | $14,625 |
| Compensation Committee Chair add’l | $9,750 |
| Nominating & Governance Chair add’l | $7,313 |
| Mitchell – 2024 Cash Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $45,163 |
Performance Compensation
- Equity vehicle: Directors receive annual equity grants (RSUs); each RSU delivers one share upon vesting . The company has not granted stock options since 2022 .
- Mitchell equity: Stock awards reported in 2024 proxy total $235,023 (grant date fair value); note indicates he received a $250,000 equity grant in 2023 that vests over two annual periods, explaining his larger 2024 equity value .
| Mitchell – 2024 Equity Compensation | Detail |
|---|---|
| Stock Awards (grant‑date fair value) | $235,023 |
| Instrument/terms | RSUs; 1 share per RSU upon vest |
| Note on grant timing | $250,000 equity grant made in 2023, vesting over two annual periods |
| Options granted in 2024 | None (company hasn’t granted options since 2022) |
Other Directorships & Interlocks
- Current public boards: None disclosed for Mitchell in MRAM’s 2025 proxy .
- Committee interlocks/related persons: None disclosed .
Expertise & Qualifications
- Education: MBA (National University); B.S., Electrical Engineering (University of Texas at Austin) .
- Domain expertise: Non‑volatile memory leadership since 1997; corporate leadership, technology, marketing, and business development in semiconductors .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares beneficially owned (as of 3/25/2025) | 14,124 shares; less than 1% of outstanding |
| Unvested RSUs outstanding (12/31/2024) | 28,248 RSUs |
| Options exercisable/unexercisable | None reported for Mitchell |
| Hedging/pledging policy | Hedging, short sales, options, margin/pledges prohibited for directors |
| Related‑party transactions | No transactions since 1/1/2023 above SEC threshold involving directors/officers/5% holders |
Insider Trades (Forms 3/4)
| Filing/Txn Date | Form | Transaction | Shares | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2024‑02‑29 (txn 2024‑02‑26) | Form 3 | Initial statement of beneficial ownership | — | — | — | https://investor.everspin.com/sec-filings/sec-filing/3/0001415889-24-005886 |
| 2024‑03‑13 (txn 2024‑03‑13) | Form 4 | Award (A) – RSUs/stock award | 28,248 | $0.00 | 28,248 | https://www.sec.gov/Archives/edgar/data/1438423/000141588924007847/0001415889-24-007847-index.htm |
Director Compensation Snapshot (2024)
| Component | Mitchell Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $45,163 |
| Stock Awards (Grant‑date FV) | $235,023 |
| Total | $280,187 |
Note: All non‑employee directors did not receive other cash meeting fees; program is predominantly equity‑based. Mitchell’s higher equity value reflects a 2023 grant vesting across two years .
Shareholder Voting Outcomes (2025)
| Proposal | Outcome | Votes |
|---|---|---|
| Election of Douglas Mitchell | Elected | For: 10,111,274; Withheld: 1,202,564; Broker Non‑Votes: 5,015,046 |
| Say‑on‑Pay (Advisory) | Approved | For: 9,461,175; Against: 1,722,701; Abstain: 129,962; Broker Non‑Votes: 5,015,046 |
Governance Assessment
-
Strengths
- Independent director with relevant semiconductor memory leadership; serves on Nominating & Governance alongside an independent chair (Tara Long), supporting board refreshment and evaluation processes .
- Attendance threshold met across the board; Board/committee cadence appears reasonable for a small‑cap semiconductor issuer .
- Equity‑heavy director pay aligns incentives with shareholders; hedging/pledging prohibited, supporting alignment .
- No related‑party transactions disclosed since 1/1/2023; low conflict exposure .
- Received solid shareholder support in 2025 director election; overall pay program received advisory approval .
-
Watch‑items
- Personal share ownership is modest (14,124 shares beneficial) relative to total outstanding; while mitigated by unvested RSUs, continued equity accumulation would further align interests .
- No specific director stock ownership guidelines disclosed in the proxy (not addressed in the 2025 filing) .