Michael Burger
About Michael D. Burger
Michael D. Burger is an independent Class II director of Universal Electronics Inc. (UEIC) appointed on May 2, 2025; he serves on the Audit Committee and the Operational Review/Operations Committee . He is a retired CEO and director of FARO Technologies (NASDAQ: FARO), and previously led Electro Scientific Industries, Cascade Microtech, and Merix; his earlier roles included leadership at Flextronics, Zilog, and National Semiconductor, and he holds a BS from New Mexico State University with executive program work at Stanford . The board determined he meets Nasdaq independence standards, with no related-party transactions or selection arrangements beyond a Cooperation Agreement with Kent Lake Partners that included customary standstill and voting provisions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FARO Technologies (NASDAQ: FARO) | Retired CEO and Director | — | Led a 3D mapping solutions provider; public board governance experience |
| Electro Scientific Industries | CEO | — | Led laser-based manufacturing solutions firm |
| Cascade Microtech | CEO | — | Led semiconductor probe/prober systems company |
| Merix (NASDAQ: MERX) | CEO | — | Led printed circuit board manufacturer |
| ViaSystem | Director | — | Board experience |
| Flextronics; Zilog; National Semiconductor | Leadership roles | — | Operations and technology leadership |
External Roles
| Company/Institution | Role | Current/Prior | Notes |
|---|---|---|---|
| FARO Technologies | Retired CEO and Director | Prior | Public company leadership and board service |
| Electro Scientific Industries | CEO | Prior | Technology/manufacturing leadership |
| Cascade Microtech | CEO | Prior | Semiconductor equipment leadership |
| Merix | CEO | Prior | PCB manufacturing leadership |
| ViaSystem | Director | Prior | Board service |
Board Governance
- Independence: Board determined Burger meets Nasdaq independence; no Item 404 related-party transactions; selection tied to a Cooperation Agreement with Kent Lake Partners including standstill and voting alignment until 2026 nomination window .
- Committees: Appointed to Operations/Operational Review Committee on May 2, 2025, and to Audit Committee on July 14, 2025 (Edward K. Zinser as chair) .
- Board attendance: In 2024, the board met nine times and no director fell below 75% attendance; independent directors held executive sessions at each regular meeting .
- Stock ownership guidelines: Minimum $250,000 for independent directors with five-year compliance window; anti-pledging policy prohibits margin accounts and pledging; hedging permitted in trading windows .
Fixed Compensation
Independent director compensation structure (applies to Burger per 8-K):
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $50,000/year | Paid quarterly |
| Lead Independent Director retainer | $20,000/year | If applicable |
| Committee membership fees | Audit: $10,000; Compensation: $10,000; CG&S/Nominating: $5,000; Product Strategy & Innovations: $10,000 | Paid quarterly; Burger serves on Audit and Operations/Operational Review |
| Committee chair fees | Audit: $11,250; Compensation: $10,000; CG&S/Nominating: $6,000; Product Strategy & Innovations: $10,000 | Paid quarterly; Burger is not a chair |
| Equity retainer | $125,000 grant-date value | One-year cliff vest; modified in Dec 2024 from fixed shares to value-based |
8-K confirms Burger will receive compensation “in the same manner” as other non-management directors .
Performance Compensation
Company incentive framework (context for governance oversight; directors do not receive annual cash incentives):
| Metric / Plan Element | Threshold | Target | Maximum | 2024 Actual / Payout |
|---|---|---|---|---|
| Adjusted Non-GAAP Diluted EPS (2024 Performance Incentive Plan for NEOs) | $0.40 | $0.52 | $0.70 | $(0.05) → 0% funding |
| Percent of Target Funding (CEO) | 50% | 100% | 200% | 0% |
| Percent of Target Funding (CFO) | 35% | 70% | 140% | 0% |
Director equity awards to Burger (grant and vesting detail):
- 4,719 RSUs granted May 2, 2025; settled into 4,719 common shares on July 1, 2025 (M-Exempt), zero RSUs remaining from this grant .
- 18,437 RSUs granted July 1, 2025; outstanding post-grant with one-year cliff vest standard for director equity .
| Award Type | May 2, 2025 | July 1, 2025 |
|---|---|---|
| RSUs granted (#) | 4,719 | 18,437 |
| RSUs settled to common (#) | — | 4,719 |
| RSUs remaining from grant (#) | 4,719 | 18,437 |
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Conflict |
|---|---|---|
| FARO Technologies (prior) | Public company | No disclosed related-party transactions with UEIC; prior role only |
| Electro Scientific Industries; Cascade Microtech; Merix; ViaSystem (prior) | Public/Private | Industry experience; no UEIC related-party ties disclosed |
Note: UEIC board governance includes activist-related agreements (Immersion/VIEX via Eric Singer in 2023; Kent Lake in 2025), but Burger is independent of the investor parties per board determination .
Expertise & Qualifications
- Extensive CEO experience in precision hardware, semiconductor tools, and electronics manufacturing; relevant to UEIC’s operational oversight (Audit and Operational Review committees) .
- Technology and operations leadership (Flextronics, Zilog, National Semiconductor) .
- Education: BS, New Mexico State University; International Executive Management Program at Stanford University .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Common shares owned (direct) | 4,719 | Post-settlement from RSUs on July 1, 2025 |
| RSUs outstanding (unvested) | 18,437 | Granted July 1, 2025; subject to vesting |
| Shares outstanding (reference) | 13,366,106 | As of Nov 4, 2025 (Form 10-Q) |
| Ownership as % of shares outstanding | ~0.035% | 4,719 / 13,366,106; numerator and denominator sources cited |
| Compliance with director ownership guideline | Within 5-year window | Minimum $250,000 guideline; time-based RSUs count; new directors have 5 years |
Governance Assessment
- Strengths: Independent status confirmed; committee roles in Audit and Operational Review enhance oversight; anti-pledging and stock ownership guidelines align incentives; board engages in self-assessments and holds regular executive sessions .
- Incentive alignment: Director equity retainer structure ($125k value, one-year cliff) and RSU grants build skin-in-the-game; time-based RSUs counted toward ownership guideline .
- Shareholder signals: Strong say-on-pay approvals (2024: ~86% per proxy; 2025 vote “For” 7,380,399 vs. 837,710 “Against”, ~87.5% approval) indicating investor support for compensation practices .
- Risks/RED FLAGS: Activist-linked governance context (Cooperation Agreements with Immersion/VIEX in 2023 and Kent Lake in 2025) could influence board dynamics; however, Burger is independent and investor parties are subject to standstill/voting alignment protections through 2026 window . No related-party transactions or hedging/pledging concerns disclosed for Burger .
Appendix: Say-on-Pay Outcomes
| Year | For | Against | Abstain | Broker Non-Votes | Approval % |
|---|---|---|---|---|---|
| 2024 | — | — | — | — | 86% (proxy disclosure) |
| 2025 | 7,380,399 | 837,710 | 217,057 | 1,647,353 | ~87.5% (For / (For+Against+Abstain)) |
Notes on Compensation Structures and Policies
- Director equity retainer modified in Dec 2024 to value-based ($125k) with one-year cliff vest; one-time RSU true-up ($68,900) previously applied to independent directors; additional one-time RSU grant in Dec 2024 (6,004 RSUs; $56,100 target) for directors—Burger’s 2025 grants are separately disclosed via Form 4 .
- Clawback policy (Nov 13, 2023) adopted consistent with SEC/Nasdaq rules; applies to incentive-based compensation; directors’ equity awards remain subject to recoupment for “detrimental activity” under plan provisions .