Sanjeev Aggarwal
EVERSPIN TECHNOLOGIESAbout Sanjeev Aggarwal
Sanjeev Aggarwal, Ph.D., is President, Chief Executive Officer, and a Director of Everspin Technologies (MRAM) since March 2022; age 57 in the 2025 proxy. He holds a bachelor’s in ceramic engineering from IIT Varanasi and a Ph.D. in materials science and engineering from Cornell University. Prior roles spanned Texas Instruments and Freescale, and progressively senior technology and operations leadership at Everspin from 2008, culminating in CTO (Jan 2021) and CEO (Mar 2022) . Company performance under his tenure: FY2024 revenue $50.4M vs $63.8M in FY2023; Adjusted EBITDA $9.2M vs $15.3M; net income $0.8M vs $9.1M; cumulative TSR value of $100 investment reached $138.91 in 2024 (down from 2023), reflecting mixed fundamentals amid lower volumes and award-related other income .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Texas Instruments | Member of Group Technical Staff | 2000–2006 | Semiconductor engineering; foundation in memory integration |
| Freescale Semiconductor | Senior Member of Technical Staff | 2006–2008 | Led Field-Switched MRAM integration; core MRAM expertise |
| Everspin Technologies | Director, Manufacturing & Process Technology | 2008–2010 | Built MRAM manufacturing/process capabilities |
| Everspin Technologies | VP, Manufacturing & Process Development | 2010–2017 | Supervised R&D and production; scaled 200mm FS-MRAM and 300mm STT-MRAM |
| Everspin Technologies | VP, Operations & Technology R&D | 2017–Jan 2021 | Drove cross-functional alignment; managed JV tech transfer/production |
| Everspin Technologies | Chief Technology Officer | Jan 2021–Mar 2022 | Technology strategy and product leadership |
| Everspin Technologies | President & CEO; Director | Mar 2022–present | Executive leadership; board member; expansion in RAD-hard/FPGA and data center MRAM |
External Roles
No external board roles or public-company directorships disclosed for Aggarwal in the latest proxy; skip if not disclosed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary | $450,000 | $450,000 |
| Target bonus % of base | 100% | 100% |
| Actual annual bonus paid (Non-Equity Incentive Plan) | $721,363 | $291,679 |
| All other compensation | $910 | $910 |
Notes:
- Bonus goals (2023: 7 categories; 2 financial, 5 technology) and (2024: 6 categories; 2 financial, 4 technology) were set annually; the company does not disclose specific targets due to competitive sensitivity .
- Base salary increased from $400,000 to $450,000 in 2023 versus the CEO amendment retroactive to Jan 1, 2022 .
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive | Financial and technology development goals (2024: 2 financial, 4 technology) | Not disclosed | Target = 100% of base | $291,679 (2024); $721,363 (2023) | N/A (cash) |
| RSUs (2023 grants) | Service-based RSUs 150,000 (CEO) | N/A | 25% p.a. over 4 years | Grant-date fair value $949,500 (2023) | Annual tranches through 2026 |
| RSUs (2024 grants) | Service-based RSUs 250,000 (CEO) | N/A | See vest split | Grant-date fair value $2,280,000 (2024) | 72% vests in equal quarterly installments over first 2 years; remaining 28% vests quarterly over subsequent 2 years |
| Stock options (historical) | Options from 2021–2022 grants | N/A | Standard 25% cliff then monthly | Outstanding options summarized below | Monthly vest schedules thru 2025–2026 |
Specific 2024 CEO RSU vesting cadence includes: 112,500 RSUs vesting in five equal quarterly installments starting Jan 1, 2025 through Jan 1, 2026; 70,000 RSUs vesting in eight quarterly installments starting Apr 1, 2026 through Jan 1, 2028 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 381,732 shares (194,753 owned; 186,979 acquirable within 60 days) |
| Ownership % of SO | <1% (SO = 22,352,145 as of record date Mar 25, 2025) |
| Vested vs unvested | CEO holds a mix of vested/unvested RSUs and options; 248,275 RSUs not yet vested at 12/31/2024 (with detailed quarterly vest schedules) |
| Options (CEO) | Multiple legacy grants outstanding: e.g., 112,000 at $8.17 (3/14/2032), 50,000 at $5.62 (8/7/2031), plus earlier grants at $2.23/$2.56/$6.35/$9.12; standard vesting schedules |
| Hedging/short/pledging policy | Company insider trading policy prohibits short sales, options, hedging, margin, and pledging transactions for executives and directors |
| Ownership guidelines (execs) | Not disclosed in proxy; skip if not disclosed – |
Employment Terms
| Provision | CEO terms |
|---|---|
| Employment agreement | Executive Employment Agreement (effective Apr 3, 2021) amended upon CEO appointment (Mar 14, 2022) |
| Severance (non-CIC) | If terminated without Cause or resigns for Good Reason: 12 months base salary continuation; up to 12 months COBRA at company expense; immediate vesting of equity otherwise vesting in next 12 months |
| Change-in-control plan | Amended CIC Plan (Feb 28, 2023): double-trigger; if terminated without Cause or resigns for Good Reason within 3 months pre-CIC to 18 months post-CIC (CEO): lump sum 12 months base salary; 100% of target annual bonus; 12 months COBRA; vesting acceleration equal to 12 months additional vest for unvested equity |
| Clawback | Not separately detailed; standard code of conduct/insider policy referenced; skip if not disclosed – |
| Non-compete/other | Confidential information and invention assignment agreement in place; non-compete terms not disclosed |
Board Governance
- Board service: Director since March 2022; the Board separates Chair and CEO (Chair: Darin Billerbeck; CEO: Aggarwal) mitigating dual-role concerns .
- Independence: CEO is an employee-director and not independent; majority of Board and all committee members (Audit, Compensation, Nominating & Governance) are independent .
- Committee roles: Aggarwal does not serve on Board committees; 2024 committee membership detailed for other directors (Audit: Ribar chair; Compensation: Hawk chair; Nominating & Governance: Long chair) –.
- Meetings/attendance: In 2024, Board held 7 meetings; Audit 5; Compensation 4; Nominating & Governance 4; all directors attended ≥75% of meetings of the Board and their committees .
Director Compensation
CEO is an employee-director; non-employee director compensation (cash retainers and RSUs) does not apply to the CEO . Non-employee director schedule provided in proxy for context (e.g., $53,625 base retainer; $124,999 RSU annual grant) –.
Compensation, Pay-Performance, and Company Performance
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($M) | $63.8 | $50.4 |
| Gross margin (%) | 58.4% | 51.8% |
| Net income ($M) | $9.052 | $0.781 |
| Adjusted EBITDA ($M) | $15.309 | $9.185 |
| Cumulative TSR – value of $100 | $196.52 | $138.91 |
Pay-versus-performance disclosure (Smaller Reporting Company format) shows “compensation actually paid” to CEO differs from Summary Compensation due to equity adjustments; see detailed reconciliation in proxy .
Equity Awards & Vesting Detail (CEO, as of 12/31/2024)
| Category | Key holdings and schedules |
|---|---|
| RSUs outstanding (not yet vested) | 248,275 RSUs, including tranches vesting on Jan 1, 2025/2026; Aug 6, 2025; and quarterly schedules through 2028 tied to 2024 grant |
| Options outstanding | Examples: 112,000 @ $8.17 (25% vest Jan 1, 2023, remainder monthly to Jan 1, 2026); 50,000 @ $5.62 (25% Aug 6, 2022; monthly to Aug 6, 2025); earlier grants at $2.23 and $2.56 with schedules completed by 2024–2025 |
These schedules imply meaningful quarterly vesting through 2025–2028 that could create periodic selling windows; the company’s insider policy restricts hedging/pledging .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay vote | For: 9,973,328; Against: 262,783; Abstain: 173,184; Broker non-votes: 3,760,345 |
| Compensation consultant | Semler Brossy engaged in 2023 for benchmarking/peer analysis; committee deemed 2023 analysis sufficient for 2024 (no re-engagement) |
| Benchmarking peer group | Not disclosed; consultant engagement noted |
Related Party Transactions and Legal/Regulatory
- Related party transactions: none meeting disclosure thresholds since Jan 1, 2023 .
- Legal proceedings: management not aware of matters with material adverse effect as of FY2024 10-K .
- Export controls: Company submitted a voluntary self-disclosure in Oct 2024 regarding apparent export control violations; potential fines/penalties noted as risk factor .
Track Record, Value Creation, and Execution
- Product and program progress: ramp into IBM’s FlashCore Module 4 (FCM4) for data center (1Gb STT-MRAM), validation of PERSYST STT-MRAM across Lattice FPGAs via Radiant software; RAD-hard contracts with Frontgrade and QuickLogic; initial revenue from Lucid Motors Gravity SUV prototype; foundry revenue for TMR sensors; and a $14.6M DoD sustainment award recorded as other income with milestone phasing .
- Revenue mix: FY2024 product sales $42.2M; licensing/royalty/other $8.2M; APAC $28.7M, North America $10.7M, EMEA $11.0M .
Investment Implications
- Pay-for-performance alignment: CEO pay is heavily equity-based (RSUs), with annual cash incentives tied to financial and technology goals; high 2024 say-on-pay support suggests investor acceptance, though the company does not disclose specific bonus metrics .
- Retention and selling pressure: Quarterly RSU vesting through 2028 and legacy options create ongoing delivery; insider policy bans hedging/pledging, mitigating misalignment risk .
- Change-in-control economics: Double-trigger protection (12 months salary + target bonus + 12 months COBRA + 12 months additional vesting) and an extended 18-month post-CIC window for CEO could influence behavior in strategic alternatives; not excessive multiples, but meaningful acceleration .
- Governance quality: Separation of Chair/CEO reduces dual-role concerns; CEO not independent; Board committees fully independent with adequate meeting cadence –.
- Execution risk: FY2024 revenue/margins declined on lower volumes; other income from the DoD sustainment award cushioned earnings; ramp of design wins and RAD-hard programs, plus data center and automotive engagements, are key levers for FY2025–FY2026 recovery, with management guiding back-half weighting in 2025 .
- Red flags: Export control self-disclosure introduces regulatory risk; disclosure of RSU correction (May 2022) due to administrative error indicates operational control improvements needed, though not an option repricing .