Ganesh Moorthy
About Ganesh Moorthy
Ganesh Moorthy, age 65, was appointed as a Class I independent director of SiTime on October 16, 2025, with his initial term expiring at the 2026 Annual Meeting of Stockholders . He retired as President and CEO of Microchip Technology in November 2024 after serving as CEO since March 2021 and as a director since January 2021; prior roles at Microchip included President and COO, and broader leadership positions between 2001 and 2016 . Earlier, he spent 19 years in engineering and executive leadership roles at Intel . Moorthy holds a B.S. in Physics (University of Bombay), a B.S. in Electrical Engineering (University of Washington), and an MBA in Marketing (National University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microchip Technology Inc. | President & CEO; Director | CEO and director: Mar 2021–Nov 2024; director: Jan 2021–Nov 2024 | Led multi‑year scaling and growth; senior leadership continuity |
| Microchip Technology Inc. | President & COO | Feb 2016–Feb 2021 | Operational leadership and execution across businesses |
| Microchip Technology Inc. | Various leadership roles | Nov 2001–Feb 2016 | Executive stewardship across product and operations |
| Intel | Engineering and executive leadership | ~19 years | Deep semiconductor operations and engineering experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ralliant Corporation | Chair of Board | Chair Designate: Feb 2025–Jun 2025; Chair: since Jun 2025 | Spin‑out from Fortive; test & measurement, safety and sensor systems |
| Celanese Corporation | Director | Since Dec 2023 | Global chemical & specialty materials |
| Ayar Labs, Inc. | Director | Since Dec 2023 | Private optical I/O solutions company |
| Rogers Corporation | Director | Jul 2013–Jan 2024 | Specialty materials; prior public board service |
Board Governance
- Appointment and term: Appointed Class I director effective Oct 16, 2025; term through the 2026 Annual Meeting .
- Committee assignments: Not disclosed at appointment; no committee roles identified in the 8‑K or letter agreement .
- Independence: No arrangements or understandings led to his selection; no transactions requiring disclosure under Item 404(a) (related party) were identified, supporting independence indicators pending formal Board determination in the next proxy .
- Lead independent director: Raman K. Chitkara serves as lead independent director; Board majority is independent under Nasdaq standards .
- Governance process: Nominating & Corporate Governance Committee (independent members) met five times in 2024 and oversees board composition, director compensation recommendations, succession planning, and governance policies .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $40,000 | Per Independent Director Compensation Policy and letter agreement |
| Lead Independent Director retainer | $20,000 | Applies to Lead Independent Director only (not Moorthy) |
| Audit Committee | Chair: $20,000; Member: $8,000 | If/when committee assignments are made |
| Compensation & Talent Committee | Chair: $20,000; Member: $8,000 | If/when committee assignments are made |
| Nominating & Corporate Governance Committee | Chair: $20,000; Member: $8,000 | If/when committee assignments are made |
| Cash/equity annual cap | $600,000; $850,000 first calendar year | Aggregate cap based on grant date fair value plus cash |
Performance Compensation
| Award | Grant Date | Shares/Value | Vesting | Change-of-Control Treatment | Notes |
|---|---|---|---|---|---|
| Initial RSU | Oct 16, 2025 | 998 shares | 1/3 on Nov 20, 2026; and 1/3 on each Nov 20 thereafter, subject to continued service | 100% of unvested RSUs vest upon change in control | Terms per letter agreement and Policy |
| Prorated Annual RSU | Oct 16, 2025 | 515 shares | Fully vests on May 20, 2026, subject to continued service | 100% of unvested RSUs vest upon change in control | Prorated for appointment timing |
| Standard Annual RSU (ongoing) | First business day after each annual meeting | $250,000 grant date value | Vests on the quarterly date (Feb 20/May 20/Aug 20/Nov 20) in the one‑year anniversary quarter; alternative vesting prior to next annual meeting if service ends | 100% of unvested RSUs vest upon change in control | Applies after each annual meeting, including 2026 |
- Structure: Non‑employee director equity is RSUs; performance metrics (e.g., PSU/TSR hurdles) are not specified for director grants in the Policy .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Considerations |
|---|---|---|---|
| Ralliant Corporation | Test & measurement; safety & sensors | Chair | Industry‑adjacent; no Item 404(a) transactions with SiTime disclosed |
| Celanese Corporation | Chemicals & materials | Director | Materials sector; no Item 404(a) transactions with SiTime disclosed |
| Ayar Labs, Inc. | Optical interconnect (private) | Director | Advanced I/O; no Item 404(a) transactions with SiTime disclosed |
| Rogers Corporation | Specialty materials (prior) | Director (former) | Historical service; no current interlocks |
Expertise & Qualifications
- Semiconductor scaling leadership: CEO/COO experience at Microchip with multi‑billion‑dollar revenue scale; strong operational and strategic credentials .
- Engineering depth: 19 years at Intel in engineering and executive roles, directly relevant to SiTime’s precision timing technology ecosystem .
- Education: Physics (University of Bombay), Electrical Engineering (University of Washington), MBA (National University) .
- Governance: Current chair and director roles across public and private boards provide cross‑industry oversight perspective .
Equity Ownership
| Item | Amount | Date | Notes |
|---|---|---|---|
| Beneficial ownership (Form 3) | 0 shares reported | Oct 20, 2025 | Initial statement shows no securities beneficially owned |
| Unvested RSUs (Initial) | 998 shares | Granted Oct 16, 2025 | Vests 1/3 annually on Nov 20 beginning 2026, subject to service |
| Unvested RSUs (Prorated Annual) | 515 shares | Granted Oct 16, 2025 | Vests fully on May 20, 2026, subject to service |
| Change‑in‑control acceleration | 100% of unvested director RSUs | Policy in effect 2024–2025 | Single‑trigger acceleration upon change in control |
| Pledging/Hedging | Not disclosed | — | No pledging or hedging disclosed for Moorthy; Form 3 reported no holdings |
Insider Trades
| Filing Date | Form | Summary | Notes |
|---|---|---|---|
| Oct 20, 2025 | Form 3 | Initial statement of beneficial ownership; “No securities are beneficially owned.” | Filed with Power of Attorney authorization; appoints company officers as attorneys‑in‑fact for Section 16 filings |
Governance Assessment
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Positive signals
- Seasoned semiconductor operator with CEO/COO track record at Microchip; adds scale and operations experience relevant to SiTime’s growth ambitions in AI, data centers, and automotive/IoT timing markets .
- No related‑party transactions under Item 404(a) identified at appointment, reducing conflict risk .
- Director pay structure is standard (cash retainer plus time‑based RSUs) with aggregate caps, aligning director incentives with long‑term equity value .
-
RED FLAGS / watch items
- Single‑trigger change‑in‑control acceleration for director RSUs (immediate 100% vesting) can weaken retention/alignment in a transaction scenario; monitor investor feedback and future proxy disclosures .
- Multiple board commitments (Ralliant chair; Celanese; Ayar Labs) increase time demands; SiTime’s nominating policy requires directors have sufficient time and no material conflicts, which mitigates risk, but ongoing engagement and attendance should be confirmed in the next proxy .
-
Open items to confirm in next proxy/filings
- Committee assignments and any chair roles (Audit/Comp/Nominating), independence determination by Board, and attendance/engagement disclosures .
- Director stock ownership guidelines and compliance status (not disclosed for Moorthy yet) .
Overall, Moorthy’s appointment strengthens board operational expertise with low immediate conflict risk; monitor committee placement, attendance, and any changes to director compensation terms or interlocks in future filings .