John Shen
VICORAbout John Shen
Dr. John Shen (age 60) is an independent director of Vicor, serving since 2022. He is a Professor and Director at Simon Fraser University’s School of Mechatronic Systems Engineering, and previously held the Grainger Endowed Chair at Illinois Institute of Technology. He is a Fellow of the U.S. National Academy of Inventors and IEEE, with 300+ publications and 18 U.S. patents focused on power electronics and semiconductor devices. His board-relevant expertise spans power conversion, power semiconductor devices, renewable energy systems, and transportation electrification.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Institute of Technology | Grainger Endowed Chair Professor | Jan 2013 – Dec 2021 | Led research and teaching in power electronics; significant publication and patent output |
| Great Wall Semiconductor (now part of Renesas) | Chief Scientist; Board Director | 2002 – 2012 | Invented the first sub-mΩ lateral power MOSFET for ultra-high density DC/DC converters; board service during growth phase |
| University of Central Florida | Faculty | 2004 – 2012 | Academic research and teaching in power electronics |
| University of Michigan–Dearborn | Faculty | 1999 – 2004 | Academic research and teaching in power electronics |
| Motorola, Inc. | Senior Principal Staff Engineer | 1994 – 1999 | Industrial R&D in semiconductor/power electronics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Simon Fraser University (BC, Canada) | Professor and Director, School of Mechatronic Systems Engineering | Jan 2022 – Present | Current primary role |
| IEEE Power Electronics Society (PELS) | Vice President of Products; AdCom member at large; multiple conference leadership roles | Various (not dated) | Professional society leadership; >10,000 members |
| Public company boards (last 5 years) | — | — | None disclosed for current or past five years |
Board Governance
- Independence and role: The Board deems Dr. Shen independent under Nasdaq rules; he serves on both the Audit Committee and the Compensation Committee. Jason L. Carlson chairs both committees; Dr. Shen is a member.
- Committee composition and activity: Audit Committee (Carlson, Eichten, Shen) met 5 times in 2024; Carlson is the audit committee financial expert. Compensation Committee (Carlson, Eichten, Shen) met 5 times and acted by written consent 15 times in 2024.
- Attendance and engagement: Each director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting.
- Governance structure: Vicor is a “controlled company” (Dr. Vinciarelli controls 79.6% voting power), relies on Nasdaq controlled-company exemptions (no majority independent board; nominations not solely by independents), has no lead independent director; independent directors hold executive sessions at each Board meeting.
Fixed Compensation (Director)
| Year | Cash Retainer (Quarterly $7,500) | Total Cash | Notes |
|---|---|---|---|
| 2024 | $7,500 per quarter | $30,000 | Standard non-employee director retainer; expenses reimbursed |
Performance Compensation (Director)
| Grant Date | Instrument | Shares/Options | Exercise Price | Grant-Date Fair Value | Vesting | Term | Notes |
|---|---|---|---|---|---|---|---|
| Jun 21, 2024 | Non-qualified stock options | 6,081 | $32.89 | $104,856 | 20% annually over 5 years | 10 years | Annual director grant; formula is $200,000 ÷ closing price on meeting date to determine option count |
- No performance metrics apply to director equity; grants are formulaic and time-based. Options generally have 10-year terms; plan allows change-in-control accelerated vesting (automatic vesting of unvested options).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in last five years |
| Committee interlocks | The Board reports no Compensation Committee interlocks requiring disclosure under Item 407(e)(4) or Item 404. |
Expertise & Qualifications
- Education: B.S. Tsinghua University; M.S. and Ph.D. Rensselaer Polytechnic Institute (Electrical Engineering).
- Technical breadth: Power electronics, power semiconductor devices, renewable energy, microgrids, transportation electrification, sensors/actuators; 300+ publications and 18 U.S. patents.
- Professional recognition and leadership: Fellow of U.S. National Academy of Inventors and IEEE; significant leadership in IEEE PELS.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Common | % of Voting Power | Notes |
|---|---|---|---|---|
| John Shen | 1,418 | <1% | <1% | Includes shares issuable upon options exercisable within 60 days of Mar 31, 2025 |
| Options outstanding (all) | 11,507 | n/a | n/a | Aggregate options outstanding as of Dec 31, 2024 |
| Exercisable within 60 days | 1,418 | n/a | n/a | As per footnote listing exercisable options within 60 days |
Governance Assessment
- Positives
- Independent director with deep domain expertise in power electronics; serves on both key committees, supporting financial oversight and compensation governance.
- Active committee cadence (Audit and Compensation each met 5x in 2024, plus 15 written consents for Compensation); Board and committee attendance ≥75%.
- Clear disclosure of director equity grant formula, vesting, and option plan terms; standardized equity program.
- No related-party transactions disclosed involving Dr. Shen; Section 16 reports timely for insiders.
- Risk indicators and potential red flags
- Controlled company status with 79.6% voting power held by CEO/Chair; no lead independent director; board not majority independent under exemptions—limits independent influence despite committee independence.
- Hedging policy: Company does not specifically prohibit employees and directors from hedging economic risk of ownership—misalignment risk versus best practices.
- Option awards accelerate on change of control, which can be viewed as less performance-contingent and may reduce retention alignment through a transaction.
- Compensation and alignment view
- 2024 director pay mix skewed to equity options (approx. $104,856 options vs. $30,000 cash), aligning a majority of compensation with shareholder outcomes; however, time-based vesting lacks explicit performance conditions.
Notes on Shareholder Voice
- Say-on-Pay schedule and outcome: Vicor holds Say-on-Pay every three years; most recent vote in 2023 approved NEO compensation; next Say-on-Pay scheduled for 2026.
Attendance and Engagement Snapshot (2024)
- Board meetings: 3; all directors ≥75% attendance; all attended 2024 Annual Meeting.
- Independent director executive sessions: Held at each Board meeting.