Raman Chitkara
About Raman K. Chitkara
Raman K. Chitkara, age 66, has served on SiTime’s Board since November 2019 and as Lead Independent Director since January 2020; he is the Audit Committee chair and a designated audit committee financial expert . His background includes 34 years at PwC as partner and global technology/semiconductor industry leader, plus public company board experience at Xilinx (audit chair, 2018–2022) and Arteris (audit chair, since 2021); he holds a Bachelor of Commerce in accounting and business management from Shri Ram College of Commerce .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Partner; Global Technology Industry Leader; Global Semiconductor Industry Leader; Audit Quality Board member; leader of global assurance TICE practice | Sep 1984–Jun 2018 | Led audit quality and assurance for complex global tech/semiconductor clients |
| Xilinx, Inc. | Director; Audit Committee Chair | Aug 2018–Feb 2022 | Chaired audit oversight for a leading PLD/tech company |
External Roles
| Company | Role | Start Date | Committees |
|---|---|---|---|
| Arteris, Inc. (public) | Director; Audit Committee Chair | Jan 2021 | Audit chair |
| Automation Anywhere, Inc. (private) | Director | Mar 2021 | Not disclosed |
Board Governance
- Committee assignments (2024): Audit Committee Chair; Compensation and Talent Committee member; not on Nominating & Corporate Governance . The Audit Committee met 10 times; Compensation and Talent met 12; Nominating & Corporate Governance met 5 .
- Independence and leadership: The Board affirmed Chitkara’s independence; he serves as Lead Independent Director with authority to preside over executive sessions, liaise with independent directors, and consult on agendas .
- Audit Committee oversight: Committee composed solely of independent directors; responsible for financial reporting, internal controls, auditor independence, and cybersecurity oversight; recommended inclusion of audited financials in the 2024 Form 10-K .
- Attendance: Each director attended all Board and applicable committee meetings in 2024; the Board met four times and held regular executive sessions of independent directors .
| 2024 Committee Membership & Meetings (SITM) | Audit | Compensation & Talent | Nominating & Governance |
|---|---|---|---|
| Raman K. Chitkara | X (Chair) | X | |
| Total meetings in 2024 | 10 | 12 | 5 |
| 2025 Annual Meeting Voting (May 30, 2025) | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Raman K. Chitkara (Director election) | 20,666,588 | 587,097 | 1,600,154 |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| General Board Retainer | 40,000 | Policy |
| Lead Independent Director Retainer | 20,000 | Policy |
| Audit Committee Chair Retainer | 20,000 | Policy; Chitkara is chair |
| Compensation & Talent Committee Member Retainer | 8,000 | Policy; Chitkara is member |
| Total Cash Fees Earned (2024) | 88,000 | Director compensation table |
- Director compensation policy: cash retainers as above; no meeting fees disclosed; annual cap of cash+equity at $600,000 per calendar year ($850,000 in first year) .
Performance Compensation
| Equity Awards | Grant Date Value | Vesting | Change-in-Control Treatment | Notes |
|---|---|---|---|---|
| Annual RSU (2024) | 257,649 | Vests on Feb/May/Aug/Nov in the one-year anniversary quarter, subject to service | Unvested director RSUs fully vest at change-in-control (2019 Plan) | All non-employee directors received one RSU grant in 2024 |
| Initial RSU (for new directors; policy pre-2025) | 250,000 | One-third annually on quarterly schedule as above | Full vesting at change-in-control | Based on 20-day average closing price |
| Initial RSU (policy amended Mar 27, 2025) | 300,000 | One-third annually on quarterly schedule | Full vesting at change-in-control | Market Price = 20-day average |
| Prorated Annual RSU (policy amended Mar 27, 2025) | Prorated portion of 250,000 | Fully vests in the one-year anniversary quarter | Full vesting at change-in-control | For directors joining mid-cycle |
| Annual RSU (continuing directors; policy amended 2025) | 250,000 | Vests in the one-year anniversary quarter or day before next annual meeting if service ends | Full vesting at change-in-control | Market Price basis |
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Compensation Committee Interlocks | Compensation & Talent Committee members (Kreindl, Chitkara, Schuelke) have never been SITM executive officers; no reciprocal executive interlocks disclosed for SITM executives serving on other boards’ comp committees . |
| Director compensation advisor | Pearl Meyer engaged as independent advisor to the Compensation & Talent Committee and to Nominating & Governance for director comp; no conflicts identified . |
Expertise & Qualifications
- Audit Committee Financial Expert; finance/accounting sophistication per Nasdaq listing rules .
- Skills matrix indicates Finance/Accounting Expertise, Corporate Governance, Executive Leadership, Industry Experience, Business Development & Strategy, International Leadership, Risk Management .
Equity Ownership
| Ownership (as of dates shown) | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Beneficially Owned Shares (Mar 28, 2025) | 22,834 | * (<1%) | Based on 23,721,534 shares outstanding |
| Unvested RSUs (Dec 31, 2024) | 2,115 | N/A | Unvested director RSUs total |
- Stock ownership guidelines: directors required to hold 5x annual general Board retainer historically; amended to 6x annual base cash compensation by Dec 31, 2026; directors expected to comply within four years of becoming subject to guidelines .
- Hedging/pledging: Insider Trading Policy prohibits hedging, short sales, puts/calls, margin accounts, and pledging; any pledging requires prior written approval, and policy states prohibition for directors .
Governance Assessment
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Strengths:
- Deep audit and financial oversight experience; Audit Committee chair and designated financial expert, enhancing board effectiveness and control environment .
- Strong independence profile and robust Lead Independent Director mandate supporting effective oversight in a combined Chair/CEO structure .
- 100% attendance in 2024 across Board and committees, indicating high engagement .
- High shareholder support in 2025 director election, with 20,666,588 “For” vs 587,097 “Withheld,” signaling investor confidence .
- Independent compensation advisor (Pearl Meyer) with no conflicts; director compensation policy reviewed and updated in 2025 to remain competitive .
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Potential concerns and monitoring points:
- Board classified into three staggered classes, which “may delay or prevent a change in control,” a structural entrenchment risk that requires strong independent leadership; Chitkara’s LID role partially mitigates this .
- Director equity fully accelerates on change-in-control, which is common but can present perceived misalignment; oversight through independent committees and ownership guidelines provide counterbalance .
- Related party exposure via MegaChips (16% owner) and commercial agreement; revenue recognized under arm’s-length terms; audit committee policy governs related person transactions—no Chitkara-specific conflicts disclosed .
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Policy signals:
- Enhanced stock ownership requirements for directors by 2026 indicate stronger alignment with shareholders .
- Clawback policy adopted for Section 16 officers per SEC/Nasdaq rules; while targeted to executives, it reflects broader governance rigor .