Drew Markham
MICROVISIONAbout Drew Markham
Drew G. Markham, age 57, is Senior Vice President, General Counsel & Secretary, and Head of People Operations at MicroVision, appointed to the SVP role in June 2024 after joining MVIS in June 2021 as Vice President, General Counsel & Secretary. She previously served as President at Avisé (2017–2021), Vice President, Deputy General Counsel & Assistant Secretary at RealNetworks (2013–2016), and attorney at Wilson Sonsini Goodrich & Rosati (1999–2012). Markham holds a J.D. from the University of Washington School of Law and a B.S. in Accounting from the University of Florida. Company-level TSR, revenue growth, and EBITDA growth metrics tied to her compensation are not specifically disclosed; her incentives include price-hurdle PRSUs and RSU-based annual bonuses linked to company financial and individual objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MicroVision (MVIS) | VP, General Counsel & Secretary | Jun 2021 – Jun 2024 | Built legal function; supported global expansion and OEM engagement . |
| MicroVision (MVIS) | SVP, General Counsel & Secretary; Head of People Operations | Jun 2024 – Present | Expanded remit to People Ops; alignment of incentives and retention initiatives . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avisé (social purpose corp.) | President (legal consultant to public tech companies) | Jan 2017 – Jun 2021 | Advised publicly traded tech companies on legal matters . |
| RealNetworks, Inc. | VP, Deputy General Counsel & Assistant Secretary | Jan 2013 – Dec 2016 | Corporate governance, public company compliance . |
| Wilson Sonsini Goodrich & Rosati | Attorney | Jun 1999 – Dec 2012 | Technology law practice; corporate advisory . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) |
|---|---|---|---|
| 2022 | 372,000 | Not disclosed | 148,800 |
| 2023 | 372,000 | 40% of base | 204,875 (paid as fully vested RSUs granted in 2024) |
| 2024 | 400,000 (increased from $372,000 effective Apr 1, 2024) | 40% of base (paid via RSUs; performance certification pending) | Not yet determined; RSUs granted remain unearned/unvested |
| 2025 | Not disclosed | 55% of base (increased from 40%) | Not disclosed |
Notes:
- 2024 salary increased to $400,000 upon promotion to SVP; prior salary was $372,000 .
- 2025 Executive Bonus Plan approved June 2, 2025, with payout in cash and/or equity based on company financial and individual performance .
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2022 PRSUs (1,020,000 units) | Stock price hurdles: 10% at $12; 30% at $18; 30% at $24; 30% at $36 (20 consecutive trading days, through Dec 31, 2025) | Not disclosed | Price thresholds above | Not disclosed | Earned PRSUs, if any, convert to time-based vesting over 2 years, in equal quarterly installments from goal achievement | As above (time-based vesting post-achievement) |
| 2024 Short-Term Incentive (STI) RSUs (186,250 units) | Company financial objectives and individual business objectives | Not disclosed | 40% of base | Financial objectives certified; individual achievement not yet assessed; awards remain unearned/unvested | RSUs vest only if performance achieved; then subject to time-based vesting through one-year anniversary of grant | One-year anniversary post-certification |
| 2024 Long-Term RSUs (360,000 units) | Time-based alignment with shareholder value | Not applicable | Not applicable | Not applicable | Equity value dependent on stock performance | Vests 33% annually on each anniversary of grant (over 3 years), subject to continued service |
| 2025 Long-Term RSUs (360,000 units) | Time-based alignment with retention | Not applicable | Not applicable | Not applicable | Equity award granted Jun 2025 | Vests 33% annually over ensuing three years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 188,506 shares; <1% of outstanding (based on 244,784,976 shares outstanding as of Feb 28, 2025) . |
| Vested vs Unvested | 2024 vested: 206,250 RSUs; value realized $222,035; 54,444 shares sold to cover withholding . Unvested at 12/31/2024: 1,020,000 PRSUs ($1,336,200); 360,000 RSUs ($471,600); 186,250 RSUs ($243,988); 16,765 RSUs ($21,962) . |
| Options | No options disclosed for Markham; zero exercisable/unexercisable listed . |
| Pledging/Hedging | No pledging disclosed for Markham in beneficial ownership section . |
| Ownership Guidelines | Not disclosed. |
Employment Terms
| Term | Details |
|---|---|
| Promotion & role | Promoted to SVP, General Counsel & Secretary; Head of People Operations in June 2024 . |
| Severance (not in connection with CIC) | Salary severance: $400,000; bonus severance: $160,000; health care coverage: $9,654; no equity acceleration . |
| Severance (in connection with CIC) | Salary severance: $400,000; bonus severance: $160,000; equity vesting acceleration: $654,591; health care coverage: $9,654 . |
| 2025 Executive Bonus Plan | Payouts may be cash and/or equity; based on company financial performance and individual performance; administered by Compensation Committee . |
Compensation Structure Analysis
- Year-over-year mix shifted toward equity: 2024 stock awards of $616,000 vs salary $391,833, with STI delivered via RSUs rather than cash to conserve liquidity and align with shareholders .
- Increase in guaranteed compensation: base salary increased to $400,000 with promotion to SVP in June 2024 .
- Performance metric rigor: 2022 PRSUs require sustained price hurdles up to $36 for 20 consecutive trading days by 12/31/2025, indicating a high bar for payout; any earned PRSUs vest over two years to promote retention .
- 2025 incentive leverage increased: target bonus percentage raised from 40% to 55%, potentially heightening near-term STI exposure to performance outcomes .
Say-on-Pay & Compensation Peer Group
- Peer benchmarking: Total compensation was below median for Markham in 2024; target total cash (salary + 40% STI target) below median relative to 2023 peer group used for setting 2024 comp .
- Compensation philosophy emphasizes equity alignment and below-median cash targets for non-CEO NEOs .
Performance & Track Record
- Organizational expansion: Compensation changes tied to global expansion in 2023 and broader product strategy; promotion to SVP reflects expanded responsibilities including People Operations .
- Formal achievements or controversies specific to Markham are not disclosed in the cited materials.
Investment Implications
- Alignment: Heavy reliance on RSUs and PRSUs ties Markham’s realized pay to stock performance; 2022 PRSU price hurdles create strong sensitivity to sustained share appreciation before vesting, aligning incentives with long-term shareholder returns .
- Retention: Multi-year time-based vesting (33% annually for 2024 and 2025 RSUs, two-year vesting for earned PRSUs) reduces attrition risk, especially following her June 2024 promotion .
- Near-term selling pressure: RSU vest events have historically resulted in share sales to cover tax withholding (54,444 shares in 2024), implying predictable supply at vesting dates that can be factored into trading strategies .
- Change-in-control economics: Modest cash severance and defined equity acceleration only in CIC scenarios ($654,591) limit windfall risk while providing retention assurance, with no options outstanding minimizing repricing risk .
- Governance: No pledging disclosed; STI framework in 2025 adopts flexible cash/equity payout tied to company and individual performance, supporting both liquidity management and alignment .
