Andrew D’Amico
VICORAbout Andrew T. D’Amico
Andrew T. D’Amico (age 64) has served as a Vicor director since 2020 and as the Corporation’s general counsel for intellectual property matters since January 2006. He previously spent 18 years in private practice focused on patent litigation, licensing, and prosecution (most recently at Fish & Richardson P.C., New York), and began his career as an aerospace design engineer. He holds a J.D. from The George Washington University Law School and a B.S.E.E. (Magna Cum Laude) from NJIT .
Past Roles
| Organization | Role | Tenure / Notes |
|---|---|---|
| Vicor Corporation | General Counsel (Intellectual Property) | Jan 2006–present |
| Fish & Richardson P.C. (New York) | Patent attorney (litigation, licensing, prosecution) | Part of 18 years in private practice prior to 2006 |
| Aerospace industry | Design engineer | Pre-law school |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| None disclosed | — | — | No current or prior public company directorships disclosed in the last five years |
Board Governance
- Independence: Not independent under Nasdaq Rules (Vicor is a controlled company; independent directors are Carlson, Eichten, Lavie, and Shen) .
- Committees: Not a member of the Audit Committee or Compensation Committee (both comprised of Carlson, Eichten, Shen) .
- Attendance: In 2024, each director attended ≥75% of Board and relevant committee meetings; the Board met 3 times; Audit and Compensation met 5 times each; all directors attended the 2024 annual meeting .
- Board structure context: No Lead Independent Director; CEO serves as Chair; independent director executive sessions occur at each Board meeting .
- Expertise contribution: Provides Board input on patent matters and patent-related risk, reflecting his IP litigation and licensing experience .
Shareholder support (election results)
| Year | Votes For | Votes Withheld |
|---|---|---|
| 2024 | 135,904,582 | 6,560,519 |
| 2025 | 131,606,407 | 4,308,298 |
Context: Withhold votes for D’Amico decreased in 2025 vs. 2024 and were in-line with most management directors; the highest withhold in 2025 was for Eichten (8,689,049) .
Fixed Compensation
| Item | Amount / Terms |
|---|---|
| Standard non-employee director cash retainer | $7,500 per quarter (policy) |
| D’Amico director cash in 2024 | $0 (“did not receive cash compensation for his services as a Director”) |
| IP General Counsel monthly fee | ≈$34,590 per month (subject to annual adjustment) |
| 2024 compensation under IP counsel arrangement | $587,638 total: $415,080 monthly fees; $32,685 license-based incentive fees; $139,873 expense reimbursement |
| 1/1/25–3/31/25 compensation under IP counsel arrangement | $513,518 total: $103,770 monthly fees; $9,716 license-based incentive fees; $19,102 expense reimbursement; plus $380,930 income related to 2025 option exercises (as reported in the related-party section) |
Related-party structure: D’Amico is entitled to an incentive fee equal to 3% of royalties from certain license agreements he negotiates, capped at $1,000,000 (may be increased by mutual agreement in certain cases); the agreement is expected to continue under the same terms through 2025 . The Audit Committee reviews related-party transactions per policy .
Performance Compensation
| Award Type | Grant Date | Shares/Options | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director stock options (2024) | 6/21/2024 | 6,081 | $32.89 | $104,856 | 20% per year over 5 years |
| Annual director stock options (2023) | 2023 (date per policy) | 3,769 | — | — | 20% per year over 5 years |
| Annual director stock options (2022) | 2022 (date per policy) | 1,657 | — | — | 20% per year over 5 years |
| All 2024 options awarded (aggregate) | 2024 (various) | 29,061 | Wtd avg $33.74 | — | Company options typically vest over 5 years; some can be performance-vested by agreement |
- Change-in-control: Unvested options under Vicor’s plans accelerate and become fully exercisable upon a change of control (plan-level provision) .
- Pay mix/metrics: Director compensation is cash + options; no PSU/RSU program disclosed for directors. For consulting, a performance-linked incentive fee is tied to realized licensing royalties (3% of certain license royalties up to $1,000,000 cap) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for D’Amico in the past five years |
| Committee interlocks | Board reports no compensation committee interlocks requiring disclosure |
Expertise & Qualifications
- Legal/IP depth: 18 years in patent litigation, licensing, and prosecution; IP general counsel to Vicor since 2006 .
- Technical background: Electrical engineering degree; early career as an aerospace design engineer .
- Board value-add: Advises on patent risk, including potential litigation exposure .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (incl. options exercisable within 60 days) | 25,874 shares (<1%) |
| Shares/Options exercisable within 60 days (component of above) | 25,874 shares |
| Options outstanding (total as of 12/31/24) | 84,237 options |
| Implied unexercisable options at 12/31/24 | 58,363 (84,237 – 25,874) derived from |
| Exercise price range (outstanding options) | $10.07–$100.00 |
| Pledging/Hedging | No pledging disclosed for D’Amico; company does not have a policy specifically prohibiting hedging by employees/directors |
Insider Trades (2025)
| Date | Transaction | Qty | Price/Details | Source |
|---|---|---|---|---|
| 11/12/2025 | Option exercises | 1,154 (ex. price $69.04) and 754 (ex. price $53.07) | Exercised prior grants (vesting dates shown in filing) | https://www.sec.gov/Archives/edgar/data/751978/000183019525000011/xslF345X05/primary_doc.xml |
| 11/12/2025 | Open market sale | 1,908 | ≈$99.1 average price (≈$189k proceeds) | https://www.sec.gov/Archives/edgar/data/751978/000183019525000011/xslF345X05/primary_doc.xml |
| 11/17/2025 | Option exercise | 2,000 | Ex. price $39.25 | https://www.sec.gov/Archives/edgar/data/751978/000183019525000012/xslF345X05/primary_doc.xml |
| 11/17/2025 | Open market sale | 2,000 | $87.69 | https://www.sec.gov/Archives/edgar/data/751978/000183019525000012/xslF345X05/primary_doc.xml |
The 2025 proxy’s related-party section also reports $380,930 of income related to option exercises during 1/1/25–3/31/25 (not the same as the November 2025 trades above) .
Related-Party Transactions (Conflicts)
- Ongoing paid services to Vicor: D’Amico is paid ≈$34,590/month for IP counsel; received $587,638 in 2024 (fees, licensing incentive fees, expense reimbursement), and $513,518 in 1Q25 (fees, licensing incentive fees, option exercise income, expense reimbursement). He also earns a 3% incentive on certain license royalties he negotiates (capped at $1,000,000, extendable by mutual agreement). The arrangement is expected to continue through 2025 .
- Governance controls: The Audit Committee reviews and must approve related-party transactions and discuss business rationale and fairness .
Compensation Structure Analysis
- Mix and risk: Director equity compensation is entirely stock options vesting over 5 years; no RSUs/PSUs disclosed for directors, but D’Amico’s separate consulting agreement introduces cash + royalty-based incentives outside standard director pay .
- Change-in-control: Option acceleration on a change of control can reduce retention/forfeiture risk and may weaken performance linkage post-transaction .
- Hedging policy: Company does not prohibit hedging by employees/directors, which can weaken alignment between insiders and shareholders .
Governance Assessment
- Strengths
- Specialized IP expertise improves oversight of patent strategy and litigation risk; Board explicitly cites his patent risk contributions .
- Shareholder support: Withhold votes declined in 2025 vs. 2024; support is broadly consistent with other management directors .
- All directors achieved ≥75% attendance; Board/committees met regularly .
- Risks and RED FLAGS
- Not independent: Ongoing paid consulting relationship (IP counsel) makes D’Amico non-independent; introduces economic ties to management .
- Related-party exposure: Monthly fees plus royalty-linked incentives (3% of negotiated license royalties) create potential conflicts in structuring/negotiating licensing terms; requires continued robust Audit Committee oversight .
- Hedging: No company-wide prohibition on hedging by directors/employees (misalignment risk) .
- Controlled company status: Board not majority independent; no Lead Independent Director; concentrated voting control by CEO reduces counterbalance to management, heightening the importance of independent committees (on which D’Amico does not serve) .
Overall implication: D’Amico adds clear IP/legal value to the Board, but his ongoing paid legal services and royalty-based incentives represent a material independence and conflict-of-interest risk. Investors should monitor Audit Committee oversight of his related-party arrangement, licensing economics where he is involved, and insider trading patterns for any alignment concerns .