Michael McNamara
VICORAbout Michael McNamara
Michael S. McNamara, age 64, is Corporate Vice President and General Manager, Operations at Vicor and a Director since 2019. He joined Vicor in 1995 and progressed through quality and operations leadership roles; he holds a B.S. in Industrial Technology from the University of Lowell (UMass Lowell) . Company performance context: diluted EPS was $0.14 and net income $6.1M in 2024; Vicor’s cumulative TSR value on $100 since 2020 stood at $103 versus $149 for its peer index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vicor Corporation | Corporate VP, General Manager, Operations | 2015–present | Leads manufacturing organization; key contributor to operational execution |
| Vicor Corporation | Corporate VP, Quality & Technical Operations | 2011–2015 | Drove quality systems and technical operations improvement |
| Vicor Corporation (Brick BU) | VP, Quality & Technical Operation | 2008–2011 | Advanced BU level quality and technical operations |
| Vicor Corporation (Brick BU) | VP, Quality | 2006–2008 | Strengthened product quality processes |
| Vicor Corporation | Senior Director of Quality | 2001–2008 | Built quality management foundation |
| Vicor Corporation | Manager, Quality, Data & Analysis | 1999–2001 | Established data-driven quality analytics |
| Vicor Corporation | Senior Quality Engineer | 1995–1999 | Implemented core quality engineering practices |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpha Industries (predecessor to Skyworks) | Employee (engineering/operations roles, pre-Vicor) | Pre-1995 | Semiconductor/ RF industry experience prior to Vicor |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $353,537 | $367,678 | $382,486 |
| Bonus ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $41,592 | $41,956 | $44,730 |
| Total Compensation ($) | $550,521 | $768,776 | $821,485 |
- Vicor did not have a discretionary cash bonus program for non-sales executives in 2024; no bonuses were awarded to NEOs outside sales/marketing in 2024 .
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Option Awards ($ grant-date FV) | $155,392 | $359,142 | $394,269 |
Option grants detail:
- 2024: 17,753 options on 5/3/2024 at $33.96 (FV $289,413); 6,081 options on 6/21/2024 at $32.89 (Director grant; FV $104,856) .
- 2023: 13,763 options on 5/2/2023 at $41.61 (FV $254,166); 3,769 options on 6/23/2023 at $53.07 (Director grant; FV $104,976) .
- Vesting terms: Vicor options typically vest 20% annually over five years and carry 10-year terms; some awards may include performance-based vesting per award agreements .
Vesting schedule (selected upcoming tranches for 2024 grant):
| Grant Date | Tranche Shares | Vest Date |
|---|---|---|
| 5/3/2024 | 3,551 | 5/3/2025 |
| 5/3/2024 | 3,551 | 5/3/2026 |
| 5/3/2024 | 3,551 | 5/3/2027 |
| 5/3/2024 | 3,550 | 5/3/2028 |
| 5/3/2024 | 3,550 | 5/3/2029 |
| 6/21/2024 | 1,217 | 6/21/2025 |
| 6/21/2024 | 1,216 | 6/21/2026 |
| 6/21/2024 | 1,216 | 6/21/2027 |
| 6/21/2024 | 1,216 | 6/21/2028 |
| 6/21/2024 | 1,216 | 6/21/2029 |
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Total Beneficial Ownership (shares) | 36,728 | 34,702 | 46,242 |
| Options Exercisable within 60 days (shares) | 36,587 | 34,457 | 28,149 |
| Ownership % of Common Stock | <1% | <1% | <1% |
- Hedging: Vicor does not prohibit employees/directors from hedging economic exposure to company stock, a potential alignment flag .
- No disclosure of share pledging by Mr. McNamara; ownership guidelines not disclosed in proxies reviewed .
Insider selling pressure (option exercises):
| Year | Shares Acquired on Exercise | Value Realized ($) |
|---|---|---|
| 2023 | 10,000 | $489,819 |
| 2024 | 17,724 | $490,955 |
Outstanding equity awards (selected summary at 12/31/2024):
- Exercisable examples: multiple legacy grants (e.g., 664/993 at $60.37; 754/3,015 at $53.07) and new director grant 6,081 at $32.89 unexercisable .
- See vesting table above for scheduled tranches .
Employment Terms
| Term | Provision |
|---|---|
| Employment contracts | At-will; no employment agreement disclosed |
| Severance | No severance on termination; none due pre/post change-of-control |
| Change-of-control (CoC) | All unvested options accelerate and become exercisable upon CoC per plan terms |
| Clawback | Compensation recovery policy adopted in 2023 compliant with SEC/Nasdaq rules; recoup excess incentive comp after restatement |
| Hedging/Pledging | No specific anti-hedging policy; no pledging disclosures found |
Change-of-control intrinsic value (unvested options):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Unvested Options (count) | 644 | 14,085 | 34,844 |
| Intrinsic Value ($) | $14,619 | $50,303 | $422,640 |
Board Governance
- Board service: Director since 2019; not independent under Nasdaq rules given executive role .
- Committee roles: Not a member of Audit or Compensation Committees; those committees are comprised solely of independent directors .
- Attendance: Each Director attended at least 75% of Board/committee meetings in 2024; Board held three meetings; Audit and Compensation each held five meetings in 2024 .
- Governance structure: Controlled company; CEO is Chairman; no Lead Independent Director; independent directors hold executive sessions each Board meeting .
Director compensation (2024):
| Component | Amount |
|---|---|
| Cash fees (employee directors) | $0 (employees do not receive cash director fees) |
| Annual director option grant | $200,000 formula; 6,081 options at $32.89 (grant-date FV $104,856 for McNamara) |
Compensation Structure Analysis
- Mix shift: McNamara’s option awards rose from $155k (2022) to $359k (2023) to $394k (2024), with steady salary increases; overall pay grew alongside increased equity emphasis .
- Equity mechanics: Options vest 20% per year over five years, aligning long-term retention; CoC single-trigger acceleration introduces potential event-driven windfalls .
- Pay-for-performance linkage: Vicor states it generally does not directly link executive pay to EPS or explicit financial metrics, though diluted EPS is considered in discretionary decisions .
Say-on-Pay & Shareholder Feedback
- 2023 advisory vote approved NEO compensation; frequency vote supported triennial say-on-pay (3 years) .
- Board continues triennial cadence; next say-on-pay at 2026 annual meeting .
Expertise & Qualifications
- Education: B.S. Industrial Technology, University of Lowell (UMass Lowell) .
- Domain expertise: Operations and manufacturing leadership; deep quality systems experience from Vicor and prior semiconductor industry role at Alpha Industries .
- Board qualifications: Provides first-hand operations risk insights to the Board’s enterprise risk oversight .
Investment Implications
- Alignment and retention: Multi-year option vesting through 2029 and rising equity awards support retention but create periodic selling pressure, evidenced by 2023–2024 exercises; lack of anti-hedging policy is an alignment caution .
- Event risk: Single-trigger CoC acceleration materially increases potential realizable value ($423k intrinsic at YE 2024), creating incentives around strategic transactions .
- Governance risk: Controlled company with combined CEO/Chair and no lead independent director reduces independent oversight; McNamara’s executive-director dual role is not uncommon at Vicor but highlights independence constraints .
- Performance-pay linkage: Heavy use of time-based options and limited explicit metric linkage may dilute pay-for-performance rigor; monitoring grant cadence, vesting, and exercises is key, especially around major manufacturing ramps or customer program milestones .