Jason Carlson
VICORAbout Jason L. Carlson
Jason L. Carlson (age 63) has served on Vicor’s Board since 2008 and is an independent director with deep semiconductor operating and financial experience. He retired as CEO of congatec AG on December 31, 2021, and previously served as CEO of multiple technology companies; the Board has designated him as the Audit Committee financial expert. He currently chairs both the Audit Committee and the Compensation Committee, reflecting significant governance responsibility and expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| congatec AG | Chief Executive Officer | 2015–2021 (retired Dec 31, 2021) | Led embedded computing solutions provider; CEO experience |
| QD Vision, Inc. | President & CEO; Director | 2010–2015 | Led nanomaterial display/lighting firm; board role |
| Advanced Analogic Technologies, Inc. (public) | Director | 2010–2011 | Power management semiconductors; company acquired by Skyworks in 2012 |
| Emo Labs, Inc. | President & CEO | 2006–2010 | Led innovative audio technology startup |
| Semtech Corporation (public) | President & CEO | 2002–2005 | Analog/mixed-signal semiconductors; public company CEO |
| Cirrus Logic, Inc. (public) | VP & GM (Crystal Product; Consumer Products & Data Acquisition Divisions) | 1999–2002 | Division leadership in analog/mixed-signal semis |
| AudioLogic, Inc. | Chief Executive Officer | Pre-1999 (company acquired by Cirrus Logic in 1999) | Led company to acquisition |
| ReSound Corporation (public) | Founder | IPO completed 1993 | Pioneering digital hearing aids; founder pedigree |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Advanced Analogic Technologies, Inc. | Director | 2010–2011 | Public (acquired by Skyworks in Jan 2012) |
| QD Vision, Inc. | Director | 2010–2015 | Private |
| congatec AG | Chief Executive Officer | 2015–2021 | Private |
Board Governance
- Committee assignments: Audit Committee Chair and Compensation Committee Chair; designated Audit Committee financial expert .
- Independence: The Board determined Carlson is independent under Nasdaq rules and eligible for audit and compensation committee service .
- Attendance and engagement: The Board met three times in 2024; Audit Committee held five meetings; Compensation Committee held five meetings plus 15 written consents. All directors attended ≥75% of Board/committee meetings; all attended the 2024 Annual Meeting .
- Governance context: Vicor is a controlled company (CEO holds ~79.6% voting power); Board lacks a lead independent director; independent directors hold executive sessions at each Board meeting .
Fixed Compensation
| Component | Amount/Terms | 2024 Value |
|---|---|---|
| Quarterly director retainer (cash) | $7,500 per quarter for non-employee directors | $30,000 for Carlson |
| Meeting fees | Not disclosed; expenses reimbursed | N/A |
| Committee chair fees | Not disclosed | N/A |
Performance Compensation
| Award Detail | Metrics |
|---|---|
| Annual non-qualified stock option grant to directors: 6,081 shares at $32.89 strike on 6/21/2024; formula-based sizing ($200,000 ÷ closing price); vests 20% per year over five years; options generally have 10-year term under Vicor 2000 Plan | Discretionary option-based alignment; no RSUs/PSUs or explicit performance metric targets for director awards |
| Aggregate grant-date fair value of 2024 director option award (Carlson) | $104,856 |
Award Metrics Table (Carlson)
| Grant Date | Shares | Strike ($/sh) | Grant Date Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| 6/21/2024 | 6,081 | 32.89 | 104,856 | 20% annually over 5 years | Options under Vicor 2000 Plan generally 10-year term |
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock/Influence |
|---|---|---|
| Prior public board | Advanced Analogic Technologies, Inc. Director (2010–2011); acquired by Skyworks 2012 | Semiconductor ecosystem expertise; no current interlock disclosed |
| Board oversight of related-party transactions | Audit Committee reviews related-party deals; 2022 license with IceMOS (CEO is Director Anderson); D’Amico legal services agreement | Carlson chairs Audit; oversight responsibility over Anderson/D’Amico transactions |
Expertise & Qualifications
- Audit committee financial expert; extensive semiconductor operations and finance background; prior public-company CEO and division GM roles .
- Technology innovation perspective across analog/mixed-signal and power management; entrepreneurial founder experience .
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (incl. options exercisable within 60 days as of 3/31/2025) | 5,791 shares/options; <1% of outstanding; percent of voting power not disclosed for individual but <1% overall |
| Options exercisable within 60 days (detail from footnote) | 5,791 |
| Options outstanding (aggregate number as of 12/31/2024) | 16,426 awards outstanding |
| Pledging/Hedging | Company does not prohibit hedging; no pledging disclosed for Carlson |
Governance Assessment
- Strengths:
- Dual chair roles (Audit and Compensation) and financial expert designation increase rigor over financial reporting and pay practices .
- Consistent meeting participation and committee activity suggest engagement; independent directors hold executive sessions .
- Director equity awarded as options with 5-year vesting supports longer-term alignment .
- Risks / RED FLAGS:
- Controlled company status and absence of a lead independent director concentrate power with CEO; board not majority independent .
- Hedging is not prohibited for directors/employees, which can weaken alignment incentives; no disclosed stock ownership guidelines for directors .
- Audit Committee must actively oversee related-party arrangements (IceMOS license tied to Director Anderson; D’Amico fee arrangement) to mitigate conflicts; Carlson’s chair role is pivotal .
- Implications:
- Investors should weigh Carlson’s governance expertise against structural control risks; his leadership on both Audit and Compensation is a stabilizing factor, but concentrated committee leadership also centralizes oversight responsibility .