Glen Hawk
EVERSPIN TECHNOLOGIESAbout Glen Hawk
Glen Hawk, age 63, is an independent director of Everspin Technologies (MRAM) since March 2022. He holds a B.S. in Chemical Engineering from the University of California, Berkeley, and brings over three decades of semiconductor memory and operations leadership, including COO and interim CEO roles at Lattice Semiconductor, GM roles at Micron and Numonyx, and senior engineering/business leadership at Intel .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lattice Semiconductor | Chief Operating Officer; Interim Chief Executive Officer | COO 2015–2017; Interim CEO through Aug 2018 | Led operations; interim strategic leadership |
| Micron Technology | VP & GM, NAND Solutions Group | 2010–2014 | Directed ~1,200 employees; drove profitable revenue growth to ~$3B annually; pivoted to higher-value integrated solutions incl. SSDs |
| Numonyx | VP & GM, Embedded Business Group | 2008–2010 | Embedded memory leadership |
| Intel | Various engineering and business roles, incl. GM of Flash Products Group | ~22 years | Memory product leadership; engineering/business functions |
| Monolithic Memories | Engineer (PAL technologies) | ~3 years (early career) | Programmable Array Logic development |
External Roles
| Category | Organization | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | None disclosed in MRAM proxy |
| Prior public company boards | — | — | Not disclosed |
| Private/non-profit/academic boards | — | — | Not disclosed |
Network tie: Both Hawk and fellow director Darin Billerbeck previously held senior roles at Lattice Semiconductor (Hawk COO/interim CEO; Billerbeck CEO), which may create shared professional networks but no current board interlock is disclosed .
Board Governance
- Committee assignments (2024): Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee (N&CG). Committee change: Douglas Mitchell replaced Lawrence Finch on N&CG May 23, 2024; N&CG chaired by Tara Long .
- Independence: The Board determined Hawk (and all non-employee directors except Billerbeck and CEO Aggarwal) to be independent under Nasdaq and SEC rules; all members of Audit, Compensation, and N&CG are independent .
- Board structure: Separate Chair (Billerbeck) and CEO (Aggarwal), which the Board views as enhancing oversight effectiveness .
- Attendance: Board met seven times in 2024; Audit five, Compensation four, N&CG four. Each director attended at least 75% of Board and applicable committee meetings in 2024 .
- Executive sessions: Compensation Committee meets regularly in executive session; committees have authority to use independent advisors .
Fixed Compensation
| Component (Directors, FY2024) | Amount | Hawk-specific 2024 |
|---|---|---|
| Annual cash retainer (non-employee directors) | $53,625 | $53,625 |
| Compensation Committee Chair retainer | $9,750 | $9,750 |
| Audit Committee Chair retainer | $14,625 | — (Hawk not Audit Chair) |
| N&CG Committee Chair retainer | $7,313 | — (N&CG Chair is Long) |
| Meeting fees | $0 | $0 (none paid) |
| Total cash fees (Hawk) | — | $63,375 |
| Equity grant (RSUs, grant-date fair value) | — | $124,999 |
| Total director compensation (Hawk) | — | $188,374 |
- Mix: Hawk’s FY2024 director pay was ~34% cash ($63,375) and ~66% equity ($124,999), aligning director incentives with shareholder returns .
Performance Compensation
| Item | Detail |
|---|---|
| Award type | Annual RSU grants for non-employee directors; one RSU = one common share upon vesting |
| Vesting mechanics | Terms vary; examples include immediate vest RSUs in lieu of cash for Finch and a special two-year vest grant for Mitchell; Hawk’s annual grant RSUs outstanding as of year-end are time-based, not performance-based |
| Options policy | Company has not granted option-like instruments since 2022; director equity is RSU-heavy since 2023–2024 |
| Performance metrics | None disclosed for director compensation (no TSR/financial/ESG metrics tied to director pay) |
Other Directorships & Interlocks
| Person | External Public Boards | Interlock Risk |
|---|---|---|
| Glen Hawk | None disclosed | Prior senior roles at Lattice; network overlap with MRAM Chair Billerbeck (ex-Lattice CEO); no current board interlock disclosed |
Expertise & Qualifications
- Deep memory/semiconductor operating leadership (Intel flash, Micron NAND, Numonyx embedded, Lattice COO/interim CEO), relevant to MRAM commercialization, product strategy, and supply chain execution .
- Engineering foundation (Chemical Engineering, UC Berkeley) supports technical oversight on product, manufacturing, and technology risk areas .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (3/25/2025) | 64,293 |
| Acquirable within 60 days (e.g., scheduled RSU vest) | 3,496 |
| Total beneficial ownership | 67,789 |
| Ownership as % of outstanding | <1% (star footnote) |
| RSUs outstanding (12/31/2024) | 8,739 (Hawk) |
| Options (12/31/2024) | — (none for Hawk) |
Alignment safeguards:
- Insider policy prohibits hedging, short sales, options, margin accounts, and pledging of company stock; no pledges disclosed for Hawk .
Governance Assessment
- Shareholder support: Hawk received 9,919,043 “For” votes vs. 1,394,795 “Withheld” at the 2025 annual meeting, indicating solid investor confidence; say‑on‑pay passed (9,461,175 For; 1,722,701 Against; 129,962 Abstain), and auditor ratification passed decisively .
- Independence and committee leadership: Independent director leading Compensation Committee; committees composed of independent directors; use of independent compensation consultant (Semler Brossy engaged in 2023; 2024 analysis deemed sufficient) .
- Attendance and engagement: Board and committees met frequently in 2024; Hawk met the 75%+ attendance threshold; regular executive sessions in compensation committee signal robust oversight of pay practices .
- Conflicts/related party: Company disclosed no related-party transactions involving directors/officers above SEC thresholds since Jan 1, 2023—reducing conflict risk .
- Compensation structure signals: Director pay relies on cash retainer plus time-based RSUs; absence of options since 2022 indicates shift toward simpler, lower-risk equity instruments; no performance conditions disclosed for director awards .
RED FLAGS
- One late Section 16 Form 4 filing for Hawk in 2024 (one transaction), alongside similar late filings for other directors; administrative lapse but minor in severity .
- No hedging/pledging allowed per policy; no pledges disclosed—no alignment red flag identified .
- No related-party transactions disclosed—no RPT red flag .
Insider Trades (Section 16 Compliance Snapshot)
| Person | Item | Note |
|---|---|---|
| Glen Hawk | Late Form 4 filing (2024) | One transaction reported late; company notes similar single late filings for multiple directors |
Committee Landscape
| Committee | 2024 Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Ribar, Finch, Long | Ribar | 5 |
| Compensation | Finch, Hawk, Ribar | Hawk | 4 |
| Nominating & Corporate Governance | Long, Hawk, Mitchell (replaced Finch 5/23/2024) | Long | 4 |
Annual Meeting Voting (2025)
| Proposal | For | Against/Withheld | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Glen Hawk | 9,919,043 | 1,394,795 (Withheld) | — | 5,015,046 |
| Ratify Auditor (EY LLP) | 15,201,387 | 1,117,348 | 10,149 | — |
| Say‑on‑Pay | 9,461,175 | 1,722,701 | 129,962 | 5,015,046 |
Director Compensation Detail (FY2024)
| Item | Hawk |
|---|---|
| Fees Earned or Paid in Cash | $63,375 |
| Stock Awards (Grant-Date Fair Value) | $124,999 |
| Total | $188,374 |
| Unvested RSUs at 12/31/2024 | 8,739 |
| Options Outstanding | — |
Governance Quality Summary
- Strong independence and committee leadership presence, with Hawk chairing Compensation and serving on N&CG, supports effective oversight of pay and board composition .
- Positive shareholder sentiment evident in director election and say‑on‑pay outcomes; Hawk’s vote support is robust relative to withholds .
- No material related-party transactions and strict prohibitions on hedging/pledging enhance alignment and reduce conflict risks .
- Minor administrative lapse with a single late Form 4; monitor for recurrence, but not indicative of systemic governance failure .