Torsten Kreindl
About Torsten G. Kreindl
Independent director at SiTime (SITM) since November 2019; Age 61 as of March 31, 2025. He chairs the Compensation & Talent Committee, serves on the Audit Committee, and has been designated an “audit committee financial expert.” He holds a master’s and doctorate in industrial engineering from Johannes Kepler University Linz. He is a Class I director; his current term runs until the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Telekom Broadband Cable AG | Chief Executive Officer | Jan 1996 – Aug 1999 | CEO with financial oversight responsibilities (basis for audit financial expert designation) |
| Copan (VC firm) | General Partner | Sep 1999 – Sep 2005 | Investment leadership |
| Grazia Equity GmbH (VC firm) | General Partner | Oct 2005 – Apr 2016 | Investment leadership |
| Swisscom AG (public) | Director; Chair, Finance Committee; Member, Remuneration & Nomination Committee | Apr 2003 – Apr 2016 | Chaired finance; served on key governance committees |
| Hays PLC (public) | Director | Jul 2013 – May 2022 | Public company board experience |
| Crate.io Inc. (private) | Director | Jun 2018 – Nov 2023 | Data management company oversight |
| ProGlove GmbH (private) | Director | Jan 2019 – May 2022 | Industrial wearables oversight |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| Capmont Venture Capital GmbH (formerly Deutsche Invest Venture Capital) | Managing Partner | Since May 2016 | Investment company leadership |
| Capmont Technology (formerly Deutsche Invest Technology) | Managing Partner | Since May 2022 | Investment company leadership |
| Plume Design, Inc. (private) | Director | Since Sep 2017 | Wi-Fi/customer premises equipment |
Board Governance
- Independence and role: The Board determined Dr. Kreindl is independent under Nasdaq standards; he is an Audit Committee member and Chair of the Compensation & Talent Committee; he qualifies as an “audit committee financial expert.”
- Attendance and engagement: In 2024, the Board met 4 times; Audit 10; Compensation & Talent 12; Nominating 5. Each director attended all Board and committee meetings on which they served (i.e., 100% attendance). The Board holds regular executive sessions of independent directors led by the Lead Independent Director.
- Committee mandates and cadence (selected): The Audit Committee oversees financial reporting, internal controls, auditor independence, related-person transactions, and cybersecurity risk; the committee met 10 times in 2024.
- Compensation & Talent Committee: Composed solely of independent directors; chaired by Dr. Kreindl; met 12 times in 2024.
| 2024 Committee Matrix | Audit | Compensation & Talent | Nominating & Corporate Governance |
|---|---|---|---|
| Torsten G. Kreindl | Member | Chair | — |
| Total 2024 Meetings | 10 | 12 | 5 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $40,000 |
| Audit Committee – Member retainer | $8,000 |
| Compensation & Talent – Chair retainer | $20,000 |
| Total fees earned in cash (Kreindl) | $68,000 |
- Policy parameters: Lead Independent Director additional retainer $20,000; committee chair/member retainers for all committees as shown above. Total annual director comp (cash + equity grant-date fair value) capped at $600,000 (or $850,000 in first year).
Performance Compensation
| Equity (2024) | Detail |
|---|---|
| RSU annual grant value (grant-date fair value) | $257,649 |
| Unvested RSUs outstanding at 12/31/2024 | 2,115 shares |
| RSUs vesting within 60 days of 3/28/2025 (beneficial ownership calculation) | 2,115 shares |
| Vesting schedule | Initial and annual director RSUs vest one-third annually on the February 20, May 20, August 20, or November 20 in the anniversary quarter; annual grants vest roughly one year post-AGM or the day prior to the next AGM if service ends then (continuous service required). |
| Change-in-control (CIC) treatment | Any unvested RSUs fully vest upon a CIC (single-trigger for directors’ RSUs). |
| 2025 policy update (for new directors) | Initial RSU grant increased to $300,000; continuing annual RSUs remain $250,000 (both based on 20-day average closing price). |
- Committee process: The Compensation & Talent Committee uses independent advisor Pearl Meyer; no conflicts of interest identified.
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| Swisscom AG | Public | Director | 2003–2016 | Chair Finance; member Remuneration & Nomination |
| Hays PLC | Public | Director | 2013–2022 | Director |
| Plume Design, Inc. | Private | Director | 2017–Present | Director |
| Crate.io Inc. | Private | Director | 2018–2023 | Director |
| ProGlove GmbH | Private | Director | 2019–2022 | Director |
- Compensation Committee interlocks: None disclosed (no member of SITM’s comp committee served as an officer/director of another company with reciprocal service by a SITM executive).
Expertise & Qualifications
- Board skills matrix indicates Dr. Kreindl contributes Technologist and Finance/Accounting expertise, as well as executive leadership, business development/strategy, public board, and international leadership experience.
- Audit Committee financial expert designation based on education and CEO roles with financial oversight.
- Education: Master’s and Doctorate in industrial engineering, Johannes Kepler University Linz.
Equity Ownership
| Metric (as of indicated date) | Amount |
|---|---|
| Beneficial ownership (3/28/2025) | 15,626 shares; <1% of outstanding (23,721,534 shares outstanding) |
| RSUs vesting within 60 days of 3/28/2025 (included for beneficial ownership calc) | 2,115 RSUs |
| Unvested RSUs outstanding at 12/31/2024 | 2,115 RSUs |
| Stock ownership guidelines (Directors) | Required to hold shares equal to 6x annual base cash compensation by 12/31/2026; previously 5x general board retainer; includes owned shares and vested RSUs; unvested RSUs excluded. Expected compliance within 4 years of becoming subject. |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without prior written approval. |
Governance Assessment
- Board effectiveness and independence: Strong signals—independence affirmed, 100% attendance in 2024, leadership as Compensation & Talent Chair, and Audit Committee financial expert designation; active committee cadence (Audit 10x; Comp & Talent 12x) supports oversight rigor.
- Pay alignment and process integrity: Director pay uses a balanced cash retainer plus time-vested RSUs with clear caps and vesting aligned to service; comp committee retains independent consultant (no conflicts), and annual policy reviews by the Nominating & Corporate Governance Committee.
- Ownership alignment: Meaningful ownership is encouraged via stringent stock ownership guidelines (6x base cash comp by 12/31/2026) and prohibitions on hedging/pledging; Dr. Kreindl beneficially owned 15,626 shares with additional near-term vesting RSUs.
- Conflicts/related-party exposure: No related-person transactions disclosed involving Dr. Kreindl. The Audit Committee oversees related-party matters; SiTime discloses an arm’s-length commercial agreement with significant stockholder MegaChips (auto-renewed), reinforcing the need for continued oversight but not tied to Dr. Kreindl.
- Shareholder engagement and governance practices: Regular stockholder outreach (2024–2025) and robust governance infrastructure (executive sessions, governance guidelines, code of conduct).
RED FLAGS / Watch items:
- Single-trigger CIC acceleration for director RSUs can be viewed by some investors as reducing post-transaction retention incentives; however, it is a common market practice in tech. Maintain monitoring as policy evolves.
- Significant stockholder (MegaChips) with ongoing commercial agreement underscores importance of continued related-party oversight by Audit Committee; no director-specific conflicts disclosed.