Akira Takata
About Akira Takata
Akira Takata (age 66) is a Class I director of SiTime Corporation, serving on the Board since November 2014; he holds a bachelor’s degree in electronics engineering from Osaka University and brings deep semiconductor operating experience to the Board . He is not classified as an independent director under Nasdaq rules due to relationships reviewed by the Board, which identified six other directors as independent in 2025 . Recent roles include senior leadership at MegaChips (SiTime’s largest stockholder) and a current directorship at EdgeCortix (edge AI semiconductors) . In 2024, the Board met four times and each director, including Mr. Takata, attended all meetings held during their service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MegaChips Corporation | President & CEO | Jun 2011 – Jun 2019 | Led Japan’s second-largest fabless semiconductor firm; later Senior Managing Director (Jun 2019 – Jun 2020) and consultant through Mar 2024 . |
| MegaChips Corporation | Senior Managing Director; Consultant | Jun 2019 – Jun 2020; Consultant through Mar 2024 | Ongoing affiliation with SiTime’s largest stockholder until 2024 . |
| Global Semiconductor Alliance | Director | Jun 2014 – Jun 2020 | Industry body board role . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EdgeCortix Pte. Ltd. | Director | Since Jul 2024 | Semiconductor/software for edge AI solutions . |
Board Governance
- Independence: Not designated independent; Board affirmed six independent directors (Chitkara, Yiu, Heckart, Schuelke, Frank, Kreindl), excluding Mr. Takata and the CEO .
- Committees: No committee assignments in 2024 (not on Audit, Compensation & Talent, or Nominating & Corporate Governance) .
- Attendance: Board met 4 times in 2024; all directors attended all meetings for which they served (Mr. Takata 4/4) .
- Board structure context: CEO serves as Chair; a Lead Independent Director (Chitkara) facilitates independent oversight and executive sessions .
Fixed Compensation (Director)
Policy and structure
- Cash retainers (2024 policy): $40,000 annual retainer; Lead Independent Director +$20,000; committee chairs/members: Audit ($20,000/$8,000), Compensation & Talent ($20,000/$8,000), Nominating & Corporate Governance ($20,000/$8,000) .
- Equity: Initial RSUs at Board entry (grant-date value $250,000 in 2024 policy; increased to $300,000 in Mar 2025 update), and annual RSUs ($250,000), with vesting on quarterly anniversaries; full vesting upon change in control for non-employee directors’ RSUs .
- No stock options are granted to employees or non-employee directors .
2024 and 2023 compensation (non-employee director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 40,000 | 257,649 | 297,649 |
| 2023 | 40,000 | 278,854 | 318,854 |
Unvested director RSUs outstanding
| As-of Date | Unvested RSUs |
|---|---|
| Dec 31, 2024 | 2,115 |
| Dec 31, 2023 | 2,736 |
Performance Compensation
- Directors receive time-based RSUs (no performance metrics); company confirms it does not grant options to directors .
Other Directorships & Interlocks
| Company/Body | Role | Potential Interlock/Notes |
|---|---|---|
| EdgeCortix Pte. Ltd. | Director | External semiconductor/edge AI role (no disclosed related-party ties to SiTime) . |
| MegaChips Corporation | Former CEO; Senior Managing Director; Consultant | MegaChips is SiTime’s largest stockholder (16% as of Mar 28, 2025), and party to an Integration and Purchase Agreement with SiTime (revenue recognized ≈$0.1M from Mar 15, 2019 to Dec 31, 2024); related-person transactions are reviewed under policy . |
Expertise & Qualifications
- Skills matrix indicates Mr. Takata brings: Industry Experience; Technologist; Executive Leadership; Public Company Board experience; Business Development & Strategy; International Leadership; Corporate Governance; and M&A exposure .
Equity Ownership
| Measure | Amount |
|---|---|
| Shares beneficially owned (Mar 28, 2025) | 18,059 shares; less than 1% of outstanding |
| RSUs vesting within 60 days (as of Mar 28, 2025) | 2,115 RSUs |
| Unvested RSUs outstanding (Dec 31, 2024) | 2,115 RSUs |
- Hedging/pledging: Company policy prohibits directors from hedging, shorting, buying/selling puts or calls, establishing margin accounts, or pledging company stock .
- Stock ownership guidelines: Corporate Governance Guidelines include stock ownership guidelines for Board members (policy reference; details not specified in proxy excerpt) .
Related-Party Exposure (Conflicts)
| Item | Details |
|---|---|
| Major stockholder | MegaChips owned ~16% of SiTime outstanding shares as of Mar 28, 2025 . |
| Mr. Takata’s MegaChips ties | Former President & CEO (2011–2019), Senior Managing Director (2019–2020), consultant through Mar 2024 . |
| Commercial agreement | Integration and Purchase Agreement (3/15/2019) under which SiTime supplies resonators and licenses certain circuits to MegaChips; revenue recognized ≈$0.1M from Mar 15, 2019 through Dec 31, 2024; terms asserted as arm’s-length; auto-renews unless terminated . |
| Review/controls | Related person transactions reviewed/approved by the Audit Committee under a written policy (threshold >$120,000, fairness/in best interests criteria) . |
| Independence signal | Mr. Takata is not designated independent by the Board (six other directors are independent) . |
Red flag: Ongoing major-shareholder relationship (MegaChips) and Mr. Takata’s recent consulting role through March 2024 drive a non-independence classification and potential perceived conflict; the commercial agreement is reviewed under the Related Person Transactions Policy with Audit Committee oversight .
Director Compensation Structure Analysis
- Mix: Cash retainer plus annual RSU grant; no meeting fees disclosed; no options. Mr. Takata’s cash remained $40,000 in both 2023 and 2024, while equity grant fair value decreased from $278,854 (2023) to $257,649 (2024), lowering total comp from $318,854 to $297,649, consistent with policy-based value-setting and market pricing dynamics .
- Change-in-control: Single-trigger full vesting of unvested director RSUs upon change in control, subject to service through the effective date .
- Clawbacks/hedging: Company-wide clawback policy for compensation (committee-administered) and strict prohibitions on hedging/pledging support alignment and risk controls, though clawback scope is described in the executive context .
Governance Environment (Contextual Signals)
- Say-on-pay support improved to ~82% in May 2024 from 51.2% in 2023 after extensive outreach and compensation redesign (for executives), suggesting responsiveness to shareholder feedback (board-level oversight strength) .
- Independent leadership: Lead Independent Director role with authority over executive sessions and agenda consultation enhances board oversight under combined Chair/CEO structure .
Governance Assessment
- Strengths: 100% board meeting attendance in 2024; extensive semiconductor leadership background; explicit related-party review processes; prohibition on hedging/pledging; structured director pay with equity alignment .
- Concerns/Red Flags: Not independent; historical and recent ties to MegaChips (a 16% holder and commercial counterparty) create ongoing perceived conflict risk; director RSUs accelerate upon change in control (single-trigger), which some investors view cautiously for directors .
- Net read-through: While board processes, attendance, and pay design are sound, Mr. Takata’s non-independence and MegaChips ties warrant monitoring for potential conflicts in transactions or strategic decisions involving significant stockholder interests; Audit Committee oversight and the related-person policy are key mitigants .