Vincent Pangrazio
About Vincent Pangrazio
Vincent P. Pangrazio is Executive Vice President, Chief Legal Officer, and Corporate Secretary of SiTime Corporation, serving since June 2020 (acting General Counsel March–June 2020). He is 61 years old and holds a B.S. in Electrical Engineering (Loyola Marymount University) and a J.D. (Loyola Law School). During his tenure, SiTime delivered strong company performance: 2024 GAAP revenue growth of 40.8% year-over-year and absolute TSR since the 2019 IPO up over 1,500%, reflecting substantial value creation for shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SiTime Corporation | EVP, Chief Legal Officer & Corporate Secretary | Jun 2020–present | Lead legal, governance, and corporate secretary functions; played a central role in shareholder outreach and governance enhancements in 2024–2025 . |
| SiTime Corporation | Acting General Counsel (consultant) | Mar 2020–Jun 2020 | Stabilized legal function pre-formal appointment . |
| HealthTap, Inc. | Chief Administrative & Legal Officer | Jul 2018–Sep 2019 | Led all legal matters at digital health company . |
| Cavium, Inc. | SVP & General Counsel | Mar 2011–Jul 2018 | Managed legal, IT, and facilities; tenure included Cavium’s sale to Marvell (closed Jul 2018) . |
| Cooley LLP | Partner, Business Department | Jan 2000–Mar 2011 | Advised on corporate transactions and governance for tech clients . |
| Women.com Networks, Inc. | VP & General Counsel | 1999–2000 | Led legal at online media network . |
External Roles
No public company board or external directorships disclosed for Pangrazio .
Fixed Compensation
Not disclosed for Pangrazio (he is not a named executive officer). Company-wide design elements for NEOs in 2024/2025: target bonus set at 75% of base (CEO 100%); bonuses paid in RSUs; 2024 weighting 70% GAAP revenue growth and 30% individual goals; 2025 weighting unchanged .
Performance Compensation
Not disclosed for Pangrazio individually. Company program uses PRSUs tied to relative TSR vs the Philadelphia Semiconductor Index with multi-year performance periods and capped payouts if TSR is negative .
| Metric | Weighting | Target/Threshold | Payout Curve | Vesting |
|---|---|---|---|---|
| GAAP Revenue Growth (Bonus Plan 2024) | 70% | Target $182.0M; Threshold 80% achievement | 50% payout at threshold; linearly to 200% at 140% achievement; >150% only if non-GAAP op income > 0 | Paid in RSUs; 50% vest 5/20/2025; 50% vest 8/20/2025 . |
| Individual Goals (Bonus Plan 2024) | 30% | Not publicly itemized | Same curve as above | Same as above . |
| PRSU – Relative TSR (2-year) | N/A | Target at 55th percentile | 0–200% payout; threshold at 30th; cap at target if TSR negative | Earned shares vest 2/20/2027 after performance period . |
| PRSU – Relative TSR (3-year) | N/A | Target at 55th percentile | 0–200% payout; threshold at 30th; cap at target if TSR negative | Earned shares vest 2/20/2027 after performance period . |
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Stock Ownership Guidelines (as of 12/31/2024) | CEO: 5x salary; Other executive officers: 1x salary; Non-employee directors: 5x annual board retainer . |
| Enhanced Requirements (adopted Oct 2024) | By 12/31/2026: CEO 6x; Other executive officers 2x; Directors 6x cash retainer. By 12/31/2028: Other executive officers 3x . |
| Compliance | As of 1/1/2025, each executive officer complied with the ownership requirements . |
| Hedging/Pledging | Prohibited for employees, officers, directors; margin accounts and short sales prohibited . |
| Option Grants | Company does not grant stock options to employees or directors . |
No individual beneficial ownership disclosure was provided for Pangrazio in the 2024 or 2025 proxy tables (tables list NEOs and directors only) .
Employment Terms
Pangrazio’s employment contract, severance, and change-of-control economics are not individually disclosed. Company discloses severance/change-of-control frameworks for NEOs:
- Other NEOs (non-CEO): 6 months’ base salary + up to 6 months COBRA + 12 months RSU acceleration upon involuntary termination; Double-trigger CoC: 1x salary + target bonus, up to 1 year COBRA, and full acceleration .
- CEO: single-trigger equity acceleration upon closing of CoC; involuntary termination: 1x salary + target bonus, 1 year COBRA, full acceleration; CoC + involuntary termination: 2x salary + 2x target bonus, 18 months COBRA, full acceleration; death/disability: full acceleration .
- Company states change-of-control and severance agreements exist for NEOs; executive officer terms beyond NEOs are not detailed in the proxy .
Clawback policy (adopted Nov 2023) requires recoupment of incentive compensation for accounting restatements (applies to Section 16 officers) .
Risk Indicators & Red Flags
- Section 16 filing timeliness: a Form 4 gift transaction for Pangrazio was filed 11 days late (Dec 8, 2023) due to administrative error; other officers had isolated minor delays; company otherwise believes filings complied in 2023 .
- Hedging/pledging banned by policy, reducing misalignment risk .
- Strong shareholder alignment signals in 2024–2025: enhanced ownership guidelines and multi-year PRSUs .
Performance & Track Record
| Area | Evidence |
|---|---|
| Value creation (company) | 2024 GAAP revenue growth 40.8% vs target ranges; absolute TSR since 2019 IPO >1,500% . |
| Governance & shareholder engagement | Management and lead independent director engaged holders of ~24% of outstanding shares in 2024 and again in Feb–Mar 2025; feedback informed comp program changes including longer PRSU performance periods and differentiated metrics . |
Compensation Peer Group & Shareholder Feedback
- 2025 peer group included ACMR, AEHR, AVAV, ALGM, AMBA, CRDO, PI, INDI, LSCC, NVTS, ONT, POWI, S, SLAB, RMBS, SYNA, OLED, VICR, WOLF; SiTime ranked ~25th percentile by revenue and ~40th percentile by market cap at the time of approval .
- Say-on-pay outcomes: 2023 approval 51.2%; improved to ~82% in May 2024 following program changes; ongoing outreach in 2025 .
Expertise & Qualifications
- Education: B.S. Electrical Engineering (Loyola Marymount); J.D. (Loyola Law School) .
- Technical/legal depth: semiconductor legal leadership; managed legal, IT, facilities at Cavium; corporate secretary responsibilities at SiTime .
- Industry experience: technology and semiconductor sectors; governance practice at Cooley .
Investment Implications
- Alignment: Prohibition on hedging/pledging and strengthened ownership guidelines suggest high alignment; as Corporate Secretary/CLO, Pangrazio’s role supports governance rigor and shareholder engagement, which contributed to improved say-on-pay support in 2024 .
- Retention: Company-wide use of multi-year PRSUs and RSU-heavy compensation enhances retention; specific terms for Pangrazio are not disclosed, but executive policies indicate structured incentives and clawbacks for Section 16 officers, reducing misaligned risk-taking .
- Trading signals: Limited direct insight due to lack of individual Form 4 analysis in proxy; note the single late gift filing in Dec 2023 (admin error). Absence of pledging and hedging reduces forced-selling risk; watch future proxies and Form 4s for any pattern changes .
- Governance execution: Active shareholder engagement and program changes (longer PRSU horizons, differentiated metrics) point to responsive governance under legal/secretary leadership, which can be supportive for long-term multiple expansion and risk mitigation .