Estia Eichten
VICORAbout Estia J. Eichten
Dr. Estia J. Eichten, age 78, has served as a director of Vicor since 1981, making him one of the longest-tenured independent directors on the board. A theoretical physicist, he is Distinguished Scientist Emeritus at Fermi National Accelerator Laboratory (since October 2019), having previously served there since 1981 and as Senior Scientist since 1989; he was earlier an Associate Professor of Physics at Harvard University. He holds both a B.S. and Ph.D. in Physics from MIT, is a Fellow of the American Physical Society and AAAS, and was co-recipient of the J. J. Sakurai Prize for Theoretical Particle Physics in 2011 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fermi National Accelerator Laboratory | Senior Scientist; Distinguished Scientist Emeritus | 1981–present; Emeritus since Oct 2019 | Deep technical expertise; perspective on technology trends |
| Harvard University | Associate Professor of Physics | Earlier (dates not specified) | Academic credentials and scientific rigor |
| VLT, Inc. (wholly-owned subsidiary of Vicor) | Director | Jul 2000–Aug 2020 | Oversight of IP as prior majority owner of Vicor’s patents |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| American Physical Society | Fellow | Current |
| American Association for the Advancement of Science (AAAS) | Fellow | Current |
| J. J. Sakurai Prize | Award recipient (with collaborators) | 2011 |
Board Governance
- Independence: The board determined Dr. Eichten is independent under Nasdaq rules; he serves on both the Audit Committee and Compensation Committee alongside other independent directors .
- Committee assignments: Audit Committee member (chair: Jason L. Carlson) and Compensation Committee member (chair: Jason L. Carlson) .
- Controlled company: Vicor is a “controlled company” due to CEO Patrizio Vinciarelli’s 79.6% voting power; the company relies on Nasdaq controlled-company exemptions (not majority independent board, non-independent involvement in nominations and executive compensation), while maintaining fully independent Audit and Compensation Committees .
- Board leadership: Combined Chair/CEO; no Lead Independent Director; independent director executive sessions occur at each board meeting .
- Attendance: In 2024, each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting. Board met 3 times; Audit Committee met 5 times; Compensation Committee met 5 times and acted by written consent 15 times .
- Hedging policy: Vicor does not prohibit employees and directors from hedging the economic risk of owning company stock (potential alignment red flag) .
- Clawback: A compensation recovery policy compliant with SEC/Nasdaq was adopted in 2023 for covered officers; director applicability is not stated .
Fixed Compensation
| Component | 2024 Amount/Detail | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | $7,500 per quarter for non-employee directors |
| Annual stock option grant | 6,081 options | Formula: $200,000 ÷ closing share price on AGM date; granted 6/21/2024 at $32.89 exercise price |
| Grant date fair value (2024) | $104,856 | Aggregate grant date fair value of director option award |
| Vesting schedule | 20% per year over five years | Standard for director option grants |
| Meeting/committee fees | Not disclosed/none | Expenses reimbursed; no separate chair fees disclosed for directors |
Performance Compensation
| Performance Metric | Weighting/Role in Director Pay | Notes |
|---|---|---|
| None disclosed | N/A | Director option grants are time-vested; no performance-based metrics disclosed for directors . |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| VLT, Inc. (Vicor subsidiary) | Director | Jul 2000–Aug 2020 | Subsidiary merged into Vicor in Aug 2020 |
| Public company boards | None disclosed | — | No current/prior public boards listed for Eichten |
| Committee interlocks | None | — | Board reports no interlocks requiring disclosure under Item 407(e)(4) |
Expertise & Qualifications
- 44 years of board service at Vicor; deep understanding of products, organization, and technology evolution .
- MIT-trained physicist; senior roles at Fermilab; recognized through APS/AAAS fellowships and the Sakurai Prize .
- Provides “important perspectives on technology trends” and historical strategy context per board risk management discussion .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 945,684 shares | Includes Common and Class B |
| Class B shares held | 690,700 | Convertible 1:1 into Common; 10 votes per share |
| Percent of Common Stock | 0.8% | As of Mar 31, 2025 |
| Percent of Class B Stock | 5.9% | As of Mar 31, 2025 |
| Voting power | 4.7% | Aggregate voting power attributable to holdings |
| Options exercisable within 60 days | 12,572 | Included in beneficial ownership per SEC rules |
| Trust holdings | 12,145 Common | Belle S. Feinberg Memorial Trust; Eichten is trustee |
| Director options outstanding (as of 12/31/2024) | 23,207 options | Aggregate number outstanding; cumulative grant-date fair value $422,750 |
| Pledging/Hedging | Hedging permitted; pledging not disclosed | Company does not prohibit director hedging |
Governance Assessment
- Positives: Independent service on both key committees (Audit and Compensation), with fully independent membership per Nasdaq requirements; audit committee chaired by a financial expert (Carlson) with Eichten as member; consistent attendance ≥75%; significant equity ownership aligns interests to an extent .
- Constraints: Controlled-company structure with 79.6% voting power held by CEO, combined Chair/CEO, and no Lead Independent Director reduce independent oversight leverage; Eichten’s very long tenure (44 years) may raise questions about independence in practice for some investors despite formal independence .
- Red flags: Company permits director hedging, which can weaken alignment; option awards under the Vicor plans automatically accelerate upon change of control, potentially misaligning incentives around M&A outcomes; no director stock ownership guidelines disclosed .
- Conflicts: No related-party transactions disclosed for Eichten. Related-party arrangements exist for other directors (e.g., D’Amico consulting; Anderson’s IceMOS license), with Audit Committee oversight per policy .
Additional context: Say-on-pay is triennial; 2023 SOP was approved, next SOP scheduled for 2026. While SOP focuses on executive compensation, it informs overall governance sentiment .