Claudio Tuozzolo
VICORAbout Claudio Tuozzolo
Claudio Tuozzolo (age 62) is Corporate Vice President and President of Vicor Power Components (since May 2018) and has served as a Director of Vicor since 2007. He joined Vicor in 2001 and previously served as President of Picor (2003–2018); he holds B.S. and M.S. degrees in Electrical Engineering from the University of Rhode Island, attended the University of Rome, and is listed as inventor on nine U.S. semiconductor design patents . Company performance context: 2024 diluted EPS was $0.14 and net income was $6.1 million, and Vicor’s cumulative TSR metric (value of $100 invested beginning 2020) was $103 in 2024; the company cites diluted EPS as the most important performance measure used in assessing pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vicor Power Components (division of Vicor) | President | 2018–present | Leads core components business; provides first-hand risk and operations insight to the Board . |
| Picor Corporation (subsidiary merged into Vicor in 2018) | President | 2003–2018 | Led subsidiary developing power management ICs; integration into Vicor in 2018 . |
| Vicor Corporation | Director of Integrated Circuit Engineering | Feb 2003–Nov 2003 | Oversaw IC engineering prior to appointment as Picor president . |
| Vicor Corporation | Manager of Integrated Circuit Design | 2001–Feb 2003 | Led IC design; contributed to power management technology . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| SIPEX Corporation | Principal Design Engineer | 1999–2001 | Pre‑Vicor semiconductor design role . |
| Other public company boards | — | — | No current or recent public company directorships disclosed . |
Fixed Compensation
| Year | Base Salary | Bonus | All Other Compensation | Notes |
|---|---|---|---|---|
| 2024 | $467,520 | $0 | $47,738 | Perquisites include car allowance, fuel reimbursement, supplemental insurance; 401(k) match available to executives (up to $9,900 in 2024) . |
| 2023 | $448,110 | $0 | $45,950 | No broad discretionary bonus program for non-sales executives in 2024; historically used occasionally . |
| 2022 | $431,082 | $0 | $49,339 | Employees are at‑will; no employment contracts . |
Performance Compensation
Vicor primarily uses stock options; there are no recurring cash incentive plans for non‑sales executives. Option grants generally vest in five equal annual installments and have 10‑year terms; director option grants vest 20% annually over five years .
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2024 option grants to Mr. Tuozzolo | Grant date | Securities underlying options | Exercise price | Grant date fair value | Vesting | |---|---:|---:|---:|---| | May 3, 2024 | 43,189 | $33.96 | $704,083 | Time‑based; 20% per year over 5 years (unvested tranche schedule below) . | | Jun 21, 2024 (Director) | 6,081 | $32.89 | $104,856 | Director formula grant; 20% per year over 5 years . |
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Detailed vesting schedules (selected 2023–2024 grants) | Grant | Vesting date | Shares vesting | |---|---|---:| | 5/3/2024 grant (43,189) | 5/3/2025, 2026, 2027, 2028, 2029 | 8,638; 8,638; 8,638; 8,638; 8,637 . | | 6/21/2024 grant (6,081) | 6/21/2025, 2026, 2027, 2028, 2029 | 1,217 each year (final tranche 1,214 equivalent rounding via schedule shows 1,216/1,217 cohorts) . | | 5/2/2023 grant (19,652 total across tranches) | 5/2/2025–2028 | 3,931; 3,930; 3,930; 3,930 . |
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Option exercises and realized value (2024) | Shares acquired on exercise | Value realized | |---:|---:| | 1,272 | $27,079 . |
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Pay-versus-performance context
- Company identified diluted EPS as most important performance measure for 2024 CAP; nonetheless, grants are largely time‑based and not formulaically tied to EPS/TSR targets .
- 2024 diluted EPS $0.14; cumulative TSR value of $100 (2020 base) = $103 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 62,944 shares; less than 1% of outstanding; options exercisable within 60 days: 29,322 shares . |
| Unvested options (12/31/2024) | 64,991 options; intrinsic value $819,512 at $48.32 close; all such options would vest upon a change in control per plan terms . |
| Option structure | Time‑based vesting; exercise price set at grant date close; 10‑year term; CIC provision automatically accelerates unvested options (single trigger) . |
| Hedging/Pledging | Company does not have a policy specifically prohibiting hedging; no disclosure of pledging by Mr. Tuozzolo . |
| Ownership guidelines | No executive or director stock ownership guideline disclosures found . |
Employment Terms
- Employment status: At‑will; no fixed‑term employment contract; no severance plan or cash change‑of‑control severance .
- Change‑in‑control: Stock option plans provide automatic full vesting of unvested options upon a qualifying change in control (single‑trigger acceleration) .
- Clawback: Compensation recovery policy adopted in 2023 consistent with SEC/Nasdaq rules (recoup excess incentive‑based comp after a required restatement) .
- Benefits/perquisites: Participation in standard benefits; 401(k) match up to $9,900 in 2024 available to executives; perquisites include car allowance and fuel reimbursement (taxable) .
- Non‑compete/Non‑solicit/Garden leave: Not disclosed .
Board Governance and Director Service
- Director since 2007; not independent under Nasdaq rules (executive officer) .
- Committee roles: Not listed as a member of the Audit or Compensation Committees; those committees are composed solely of independent directors (Audit: Carlson (Chair), Eichten, Shen; Compensation: Carlson (Chair), Eichten, Shen) .
- Board structure: Controlled company led by founder‑CEO/Chairman; no Lead Independent Director; only 4 of 11 directors are independent, raising independence/oversight considerations .
- Attendance: All directors attended ≥75% of Board/committee meetings in 2024; Board met three times in 2024 .
- Director compensation: Employee‑directors receive no cash retainer; annual formula equity grant ($200,000 ÷ stock price) resulted in 6,081 options at $32.89 on 6/21/2024 for each director other than the CEO; director options vest 20% yearly over five years .
Performance Compensation – Detailed Option Inventory (Year‑End 2024 snapshot)
| Grant (selected) | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| 6/16/2017 | 516 | — | $19.35 | 6/16/2027 . |
| 5/12/2018 | 1,733 | 1,732 | $75.43 | 5/12/2028 . |
| 6/15/2018 | 1,061 | — | $47.15 | 6/15/2028 . |
| 4/25/2019 | 2,404 | 3,606 | $60.61 | 4/25/2029 . |
| 6/28/2019 | 1,611 | — | $31.05 | 6/28/2029 . |
| 5/2/2020 | 3,931 | 15,721 | $41.61 | 5/2/2030 . |
| 6/24/2020 | 2,028 | 507 | $69.04 | 6/24/2030 . |
| 6/26/2020 | 585 | 146 | $68.48 | 6/26/2030 . |
| 5/3/2024 | — | 43,189 | $33.96 | 5/3/2031 . |
| 6/25/2021 | 600 | 400 | $100.00 | 6/25/2031 . |
| 6/24/2022 | 664 | 993 | $60.37 | 6/24/2032 . |
| 6/23/2023 | 754 | 3,015 | $53.07 | 6/23/2033 . |
| 6/21/2024 (Director) | — | 6,081 | $32.89 | 6/21/2034 . |
Compensation Structure Analysis
- Mix and linkage: Heavy reliance on time‑based stock options; no formulaic annual cash bonus for non‑sales executives; company cites diluted EPS, revenue growth, gross margin, and operating margin as important performance measures for long‑term success, but does not directly link payouts to specific target achievements in regular practice .
- Option repricing/modification: No repricing disclosures; exercise prices set at market close on grant date .
- Hedging policy: No explicit prohibition on hedging for employees/directors, which can undermine alignment (red flag) .
- Say‑on‑Pay: Triennial frequency; last vote in 2023 approved the program; next vote in 2026 .
- Peer/benchmarking: TSR peer comparison uses S&P SmallCap 600 for pay-versus-performance; no independent compensation consultant disclosure .
Risk Indicators & Red Flags
- Governance concentration: Controlled company with combined CEO/Chairman, no Lead Independent Director; only four independent directors out of eleven .
- Hedging permissive: No policy specifically prohibiting hedging by employees or directors .
- Single‑trigger CIC equity acceleration: All unvested options accelerate at change‑in‑control, potentially misaligning retention incentives around transactions .
- Related party transactions: Not involving Mr. Tuozzolo; disclosed arrangement relates to Director Andrew D’Amico (IP counsel) and IceMOS license (Director Anderson) .
Director Compensation (for Mr. Tuozzolo as a Director)
| Component | 2024 Amount/Grant |
|---|---|
| Cash retainer | $0 (employees do not receive cash for Board service) . |
| Annual equity (Director grant) | 6,081 stock options at $32.89 (grant-date fair value $104,856) on 6/21/2024; vests 20% annually over 5 years . |
Say‑on‑Pay & Shareholder Feedback
- Frequency: Every three years; board set triennial cadence based on 2023 vote .
- Outcome: 2023 Say‑on‑Pay approved (no percentage disclosed); next vote in 2026 .
Equity Ownership Snapshot and Selling Pressure Indicators
| Metric | Detail |
|---|---|
| Shares owned (3/31/2025) | 62,944 (less than 1% of outstanding) . |
| Options exercisable within 60 days (3/31/2025) | 29,322 . |
| 2024 exercises | 1,272 shares; $27,079 value realized (modest activity) . |
| Future supply overhang | Unvested options 64,991; intrinsic value $819,512 at 12/31/2024 ($48.32 stock price) . |
Board Governance (Independence and Dual‑Role Implications)
- Mr. Tuozzolo is both an executive officer and a director and is not independent; Vicor is a controlled company and relies on Nasdaq exemptions for majority‑independent board and nominations. Compensation decisions for executives are influenced by CEO recommendations, though administered by an all‑independent Compensation Committee, presenting oversight but with founder‑control context and no Lead Independent Director .
Investment Implications
- Alignment and incentives: Mr. Tuozzolo’s compensation is predominantly equity via time‑vested options, aligning upside with long‑term share performance but offering limited direct linkage to annual operating metrics; sizable unvested option inventory and single‑trigger CIC acceleration could influence behavior around corporate events .
- Selling pressure: Insider activity in 2024 was modest (1,272 shares exercised), suggesting limited near‑term selling pressure from Mr. Tuozzolo; however, multi‑year vesting schedules through 2029 imply periodic potential supply as tranches vest .
- Governance risk: Controlled company structure, combined CEO/Chairman with no Lead Independent Director, and permissive hedging policy are notable governance red flags that may affect risk premia and investor perception of oversight robustness .
- Performance context: With 2024 EPS of $0.14 and TSR below small‑cap peers in 2024’s disclosure set, sustained operating improvement and execution in Power Components will be key to realizing the intended alignment from option‑heavy incentives .
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