William Cooper
EVERSPIN TECHNOLOGIESAbout William Cooper
William “Bill” Cooper, age 59, is Chief Financial Officer of Everspin Technologies (NASDAQ: MRAM), appointed effective January 6, 2025. He is a certified public accountant with a BBA in Accounting from the University of Texas at Austin, and brings 20+ years of semiconductor finance leadership, including global FP&A, operations finance, SOX compliance, and major integrations (AMD-Xilinx) . The company’s pay-for-performance framework aligns executive pay to enterprise value drivers such as top-line revenue growth, cash from operations, product margins, and operational cost/yield improvements, rather than disclosing individual TSR/EBITDA targets for each NEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Advanced Micro Devices (AMD) | Director of FP&A; prior Director of Finance roles incl. inventory reporting & SOX, supply chain/ops finance; global lead integrating Xilinx manufacturing costs | 2017–2024 | Led global planning/budgeting; strengthened inventory and SOX controls; executed large-scale cost/inventory integration post-acquisition |
| Volex plc (Data Division) | Chief Financial Officer | 2015–2016 | CFO for data cables in networking/data centers and high-end medical equipment; division-level P&L stewardship |
| AMD (earlier roles) | FP&A Lead; Operations Finance; EMEA Sales Finance Controller (Milan); Mobile Client Division CFO | 2004–2015 | Supported AMD fab spin-off to GlobalFoundries; multi-region finance leadership and divisional CFO execution |
| Medical device industry (various) | Finance management roles | ~1994–2004 | Senior finance roles across med‑device companies |
| PricewaterhouseCoopers (PwC) | Public accounting | ~1989–1994 | Audit/accounting foundations; CPA credential |
External Roles
No public company board memberships or external directorships disclosed in MRAM proxy filings for Cooper .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $300,000 | Per Employment Agreement dated Nov 12, 2024 |
| Target Bonus (%) | 75% of base salary | Annual target incentive |
| Sign‑on Bonus | $45,000 | Earned after 1 year; repay if voluntary departure <1 year |
| Benefits | Standard US plans; ESPP; quarterly profit sharing | Medical/dental/vision, disability/life, FSA/HSA, 401(k), ESPP, PTO/holidays, quarterly profit sharing |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company performance drivers used in executive pay-for-performance (e.g., grow top-line revenue; maximize cash from operations; drive cash balance, pay down debt; maximize product margins; reduce ops costs via yields/new product ramps/licensing) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not applicable (short-term bonus metrics, company-wide framework) |
| Equity Award Type | Grant Size | Grant Date | Vesting Schedule | Notes |
|---|---|---|---|---|
| RSUs | 100,000 | Board‑approved under 2016 Plan (grant to be made) | 25% per year on grant anniversary, subject to continued service | Sell‑to‑cover required at each vesting for tax; standard transfer/other plan terms |
MRAM has not granted options or option-like instruments since 2022 at the company level; current equity mix leans to RSUs rather than options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 0 shares as of March 25, 2025 (less than 1%) |
| % of Shares Outstanding | <1% of 22,352,145 shares outstanding |
| Vested vs Unvested | Initial 100,000 RSUs vest 25% annually; none vest within 60 days of March 25, 2025 per beneficial ownership table |
| Options (Exercisable/Unexercisable) | None disclosed for Cooper |
| Pledging/Hedging | Prohibited for executives; no margin, pledges, hedging, short sales, or speculative transactions allowed |
| Ownership Guidelines | Not disclosed for executives in proxy |
| Insider Selling Pressure | RSU sell‑to‑cover will create mechanical sales at vest dates to satisfy tax obligations |
Employment Terms
| Term | Provision |
|---|---|
| Employment Start | January 6, 2025 (Appointment Date) |
| Agreement Date | Offer letter dated November 12, 2024 |
| At‑will | Yes (either party may terminate at any time) |
| Change‑in‑Control Plan | Double trigger: if terminated without Cause or resigns for Good Reason during the window (3 months prior to CI to 12 months post‑CI), benefits include: (i) cash equal to 12 months base salary; (ii) target bonus at 100% of target; (iii) 12 months COBRA; (iv) equity vesting acceleration equal to 12 additional months of service |
| Non‑compete/Non‑solicit | Not disclosed; standard confidential information and inventions assignment required |
| Clawback | Not disclosed in proxy/8‑K excerpts reviewed |
| Deferred Comp/Pension | Company does not maintain defined benefit pension or non‑qualified deferred compensation plans |
Investment Implications
- Alignment and risk: Equity compensation via multi‑year RSUs with sell‑to‑cover aligns Cooper to stock performance and retention, while prohibitions on hedging/pledging mitigate misalignment or collateral risks .
- Ownership/pressure: Zero beneficial ownership as of March 25, 2025 implies early tenure; expect routine sell‑to‑cover trades at annual vest anniversaries, which are mechanical and not necessarily bearish signals .
- Retention and CIC economics: Double‑trigger CIC terms (12 months salary, 100% target bonus, COBRA, 12‑month equity acceleration) are standard for a small-cap tech CFO, providing balanced retention but modest change‑of‑control cost to shareholders .
- Execution track record: Prior leadership across AMD FP&A/operations, SOX, supply‑chain finance, and the Xilinx integration suggests strong operational finance execution—relevant for MRAM’s value drivers (revenue growth, cash generation, margin expansion, yields/product ramps) highlighted in the pay-for-performance framework .