James Schmidt

About James F. Schmidt

James F. Schmidt is Corporate Vice President, Chief Financial Officer, Treasurer, Corporate Secretary and a Director of Vicor since June 1, 2021; he was appointed to the Board on June 25, 2021 and is not an independent Director under Nasdaq rules . He holds a B.S. in Chemical Engineering (University of Cincinnati) and an M.B.A. (University of North Carolina at Greensboro) and was 64 years old in the 2025 proxy . Notable deliverable: a 2022 milestone bonus tied to implementing internal systems without increasing total operating expenses in specified departments .

Past Roles

External Roles

No other public company directorships are disclosed in Vicor’s proxy biography for Mr. Schmidt .

Fixed Compensation

Notes:

• On appointment (June 1, 2021), base salary set at $370,000 .
• Vicor indicates employees who are Directors do not receive cash fees for Board service; non‑employee directors receive $7,500 quarterly retainers .

Performance Compensation

Cash Incentives

Option Awards (grants reflected in NEO comp)

Notes:

• Director award formula increased to $200,000 divided by closing price (from $100,000 in prior years) by 2024; options vest 20% annually over five years .
• 2024 NEO “Option Awards” for Schmidt ($104,856) reflects the director grant; no additional merit award disclosed for Schmidt in 2024 .

Equity Ownership & Alignment

Beneficial Ownership (as of March 31, 2025)

• Options exercisable within 60 days as of 3/31/2025: 27,233 for Schmidt .
• Hedging: Vicor does not prohibit employees/directors from hedging the economic risk of stock ownership (no anti‑hedging policy) .
• Ownership guidelines: No executive or director stock ownership guidelines disclosed in the proxy .
• Pledging: No pledging policy disclosure identified; no pledging by Schmidt disclosed .

Outstanding Equity Awards (as of Dec 31, 2024)

Vesting Schedule (as of Dec 31, 2023)

Employment Terms

• Start date and role: Appointed CFO, Treasurer, Corporate Secretary effective June 1, 2021; appointed Director June 25, 2021 .
• Initial compensation: $370,000 base salary; eligible $250,000 bonus for internal systems implementation; granted 25,000 options at $93.33 (5‑year vest) and 1,000 director options at $100 (5‑year vest) .
• At‑will employment: Vicor reports executives are employees‑at‑will; no severance upon termination .
• Change‑of‑control (equity acceleration): Unvested options vest upon a change of control; Schmidt’s unvested options intrinsic value as of 12/31/2023 was $54,043 on 16,229 options (excludes underwater options), based on $44.94 stock price and exercise prices .
• Clawback: Vicor adopted a compensation recovery policy in 2023 (SEC/Nasdaq‑compliant) for restatements (three‑year lookback) .
• Non‑compete / non‑solicit / garden leave: Not disclosed in proxies/8‑Ks .

Board Governance and Director Service

• Director since 2021; not independent; Vicor is a controlled company and relies on certain Nasdaq exemptions (majority independence not required) .
• Committees: Audit and Compensation Committees consist solely of independent directors; Schmidt does not serve on Board committees .
• Attendance: In 2024, each Director attended at least 75% of Board/committee meetings; all Directors attended the 2024 Annual Meeting .
• Corporate Secretary responsibilities include handling conversion notices for Class B Common Stock to Common Stock .

Director Compensation

Insider Transactions (Form 4) – Selling Pressure and Vesting Signal

Observations:

• No open‑market sales or option exercises reported for Schmidt in 2022–2024; 2023 proxy shows only McNamara exercised options in 2023 .
• Regular annual director awards consistent with Vicor’s formula and 5‑year vesting cadence, supporting ongoing vesting supply that could create periodic sell‑to‑cover tax events, though none disclosed in filings above .

Compensation Structure Analysis

• Equity‑heavy pay mix with limited cash incentives: 2022–2024 compensation is base salary plus option awards; only 2022 had a one‑time $125,000 performance cash payout tied to systems implementation .
• Annual director option grants embedded in “Option Awards” inflate reported equity comp and vest over five years at 20% per year .
• No RSUs/PSUs or formulaic annual bonus program disclosed for CFO; Vicor indicates no discretionary cash bonuses outside sales/marketing functions .
• Clawback policy adopted in 2023 enhances governance over incentive‑based compensation recovery on restatement .
• Hedging permitted (no prohibition), which is a governance red flag for alignment unless mitigated by internal compliance controls .

Investment Implications

• Alignment: Schmidt’s beneficial holdings are primarily in options (27,233 exercisable within 60 days as of 3/31/2025), with de minimis direct share ownership—alignment is driven by option moneyness and vesting rather than outright share accumulation .
• Retention: Five‑year graded vesting across multiple grants (2021–2024) creates a strong retention tether through 2028/2034; no contractual severance reduces exit costs but change‑of‑control single‑trigger equity acceleration could be value‑relevant in M&A .
• Selling pressure: Regular annual director option awards add future supply as tranches vest; absence of disclosed sales/exercises suggests limited near‑term selling pressure, but watch for tax‑related sales around vest dates .
• Governance: CFO serving as Director and Corporate Secretary in a controlled company structure reduces board independence; compensation committees are independent, but lack of anti‑hedging and ownership guidelines weakens alignment safeguards .