Edward Frank
About Edward H. Frank
Edward H. Frank, age 68, is an independent director of SiTime (SITM) and has served on the Board since November 2019. He is a technologist and senior semiconductor executive with prior leadership roles at Apple and Broadcom, and currently serves as executive chair of Gradient Technologies; he holds a B.S./M.S. in electrical engineering from Stanford and a Ph.D. in computer science from Carnegie Mellon University, where he is a trustee. Dr. Frank is a Fellow of IEEE, a member of the National Academy of Engineering, and a NACD Board Leadership Fellow .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | VP, Macintosh Hardware Systems Engineering | May 2009–Oct 2013 | Led Mac hardware systems; major OEM/tech ecosystem experience |
| Broadcom Corporation | Corporate VP, R&D | May 1999–Mar 2008 | Semiconductor R&D leadership in networking/wireless |
| Epigram, Inc. | Co-founder; EVP | Pre-1999 (acquired by Broadcom May 1999) | Integrated circuit/software development; entrepreneurial execution |
| Cloud Parity, Inc. | Co-founder; CEO | Dec 2013–Sep 2016 | Voice-of-the-customer technology; product strategy |
| Brilliant Lime, Inc. | CEO | Oct 2017–Oct 2022 | Silicon/systems/software development startup leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gradient Technologies | Executive Chair | Since Oct 2022 | Cybersecurity startup governance/strategy |
| Analog Devices, Inc. | Director | Current | Public semiconductor board; governance/interlocks |
| Rocket Lab USA, Inc. | Director | Current | Public space systems board; governance/interlocks |
| Carnegie Mellon University | Board of Trustees member | Current | Academic board; strategic oversight |
| Marvell Technology Group Ltd. | Director | Jul 2018–Jun 2023 | Semiconductor board; M&A integration experience |
| Cavium, Inc. | Director | Jul 2016–Jul 2018 | Fabless semiconductor; acquired by Marvell Jul 2018 |
| Quantenna Communications, Inc. | Director | Jul 2016–Aug 2018 | Wireless solutions; acquired by ON Semiconductor Mar 2019 |
| Fusion-io, Inc. | Director | Oct 2013–Jul 2014 | Computer HW/software; acquired by SanDisk Jul 2014 |
Board Governance
- Independence: The Board affirmatively determined Dr. Frank is independent under Nasdaq standards .
- Committees (2024 activity):
- Audit Committee member; audit chair is Raman K. Chitkara; committee met 10 times in 2024. Audit Committee report signed by Chitkara (Chairperson), with Frank and Kreindl as members .
- Nominating & Corporate Governance Committee member; committee chair is Katherine E. Schuelke; committee met 5 times in 2024 .
- Board structure/classification: Class II director; Class II terms expire at the 2027 annual meeting .
- Attendance and engagement: Board met 4 times in 2024; each Board member attended all Board and committee meetings for which they served; independent directors meet regularly in executive session .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors, 2024) | $40,000 | Lead independent director receives additional $20,000 |
| Committee retainers (Chair/Member) | Audit: $20,000 / $8,000; Compensation & Talent: $20,000 / $8,000; Nominating & Corporate Governance: $20,000 / $8,000 | Paid in addition to base retainer |
| Edward H. Frank – 2024 Cash Fees | $56,000 | Reflects base plus committee memberships; see director compensation table |
Performance Compensation
| Equity Award Program | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (served ≥6 months; continuing after annual meeting) | $250,000 (2024) | Vests on the Feb/May/Aug/Nov date falling in the one-year anniversary quarter of the annual meeting, or day prior to next annual meeting if service ends before vest date | |
| Initial RSU grant (new director) | $250,000 (pre-3/27/2025) ; $300,000 (effective 3/27/2025) | One-third annually on the Feb/May/Aug/Nov date falling in the anniversary quarter of grant, subject to service | |
| Prorated annual RSU (after initial grant, 2025 policy) | Prorated portion of $250,000 based on days served until next annual meeting | Fully vests on Feb/May/Aug/Nov date in one-year anniversary quarter of the next following annual meeting | |
| Change-in-control provision | Full acceleration of any unvested RSUs issued under director policy | Subject to continuous service on the effective date; defined under 2019 Plan |
| Director Equity – 2024 Grants | Grant Date Fair Value | Unvested RSUs at 12/31/2024 |
|---|---|---|
| Edward H. Frank | $257,649 | 2,115 shares |
No performance-conditioned equity is disclosed for non-employee directors; awards are time-vested RSUs (i.e., no revenue/EBITDA/TSR conditions for directors) .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock Considerations |
|---|---|---|---|
| Analog Devices, Inc. | Semiconductors | Director | Cross-industry oversight; no related-party transactions disclosed with ADI |
| Rocket Lab USA, Inc. | Space systems | Director | Aerospace/space sector exposure; no related-party transactions disclosed with Rocket Lab |
The biography notes experience at companies among SiTime’s customers, indicating relevant market insight rather than a disclosed conflict .
Expertise & Qualifications
- Technologist; industry experience; public company board experience; corporate governance; sustainability; information security; business development/strategy; M&A and risk management, per SiTime’s director skills matrix .
- National Academy of Engineering member; IEEE Fellow; NACD Board Leadership Fellow; advanced technical education (Stanford EE; CMU CS PhD) .
Equity Ownership
| Holder | Shares Beneficially Owned | Details |
|---|---|---|
| Edward H. Frank | 14,434 | Includes 2,115 RSUs vesting within 60 days of March 28, 2025; 1,000 shares each in Whitton Anne Frank 2015 Heritage Trust and Naomi Mantor Frank 2015 Heritage Trust (Dr. Frank as trustee); ownership represents less than 1% of outstanding |
| Shares Outstanding (reference) | 23,721,534 | As of March 28, 2025 |
Policy overlays
- Hedging/shorting/derivatives/margin accounts and pledging of SiTime securities are prohibited for directors and employees under the Insider Trading Policy—reducing alignment risk around hedging/pledging red flags .
Governance Assessment
-
Strengths
- Independence affirmed; robust attendance; meaningful committee engagement (Audit and Nominating), with the Audit Committee providing formal oversight of financial reporting and cybersecurity and meeting 10 times in 2024 .
- Deep semiconductor and systems expertise; governance credentials; current public board service at ADI and Rocket Lab, plus prior semiconductor board leadership; skills matrix flags strong technology, information security, and governance experience—valuable for oversight of SiTime’s strategic and risk profile .
- Director compensation predominantly in equity via RSUs with annual grants ($250,000 typical; $300,000 initial grant from Mar 27, 2025), which aligns with shareholder outcomes; explicit prohibition on hedging/pledging enhances alignment .
-
Watch items
- Change-in-control acceleration of unvested RSUs for directors may be viewed by some investors as weakening retention-based alignment at the moment of a transaction (common, but a governance sensitivity) .
- Multiple external public boards (ADI, Rocket Lab) increase time demands; however, 2024 attendance was 100% for Board/committee meetings, mitigating near-term engagement concerns .
- MegaChips is a 16% holder with an ongoing commercial agreement; while no related party transactions involving Dr. Frank are disclosed, the Audit Committee’s oversight of related party transactions is important to maintain independence and investor confidence .
-
Material conflicts or related-party exposure tied to Dr. Frank
- None disclosed. The Related Person Transactions section details MegaChips arrangements and the company’s policy/committee oversight; no transactions involving Dr. Frank are identified .
Overall, governance signals are positive: independence, full attendance, and strong technical board expertise. Equity-heavy director pay and anti-hedging/pledging policies support alignment; change-in-control vesting and external board load should be monitored for investor preference and effective oversight balance .