Philip Davies
VICORAbout Philip D. Davies
Philip D. Davies (age 65) is Corporate Vice President, Global Sales and Marketing (since February 2011) and a Director (since 2019). He holds a B.S.E.E. and a Master’s in Power Electronics from the University of Glamorgan, and previously held senior roles at OSRAM Sylvania, NoblePeak Vision, Analog Devices, and Allegro MicroSystems . Company-level performance context: diluted EPS was $0.14 in 2024 vs $1.19 in 2023; net income was $6.1M in 2024; cumulative TSR on a $100 base measured from 2020 was $103 in 2024 (peer group $149) . Vicor is a controlled company; compensation decisions are made by an independent Compensation Committee but with CEO input, and independent oversight is limited by controlled-company exemptions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OSRAM Sylvania (Solid State Light Engine BU) | Business Creation Team Leader | Sep 2010–Feb 2011 | Led new business creation in solid-state lighting; go-to-market leadership |
| NoblePeak Vision | VP, Sales & Marketing | 2006–2010 | Commercialized night vision camera cores; revenue and market development |
| Analog Devices | Director, WW Business Development (earlier roles since 1995) | 1995–2006 | Drove business development across analog/mixed-signal; partnerships and growth |
| Allegro MicroSystems | VP, Engineering (earlier roles since 1987) | 1987–1995 | Led engineering for power and sensor ICs; product development scaling |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed for Davies |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (USD) | $390,661 | $410,194 | $429,262 |
| Bonus (USD) | $126,115 | $0 | $0 |
| All Other Compensation (USD) | $45,569 | $46,289 | $62,264 |
| Total (USD) | $1,225,566 | $915,997 | $1,213,621 |
Notes:
- Cash bonus is generally limited to sales incentive programs and occasional discretionary awards; no bonuses paid to Named Executive Officers in 2024 .
Performance Compensation
Option Grants (2024)
| Grant Date | Securities Underlying Options | Exercise Price | Grant-Date Fair Value |
|---|---|---|---|
| 5/3/2024 (Merit) | 37,862 | $33.96 | $617,239 |
| 6/21/2024 (Director award) | 6,081 | $32.89 | $104,856 |
- Merit grant sizing formula: incentive dollar award based on salary-relative factor × merit % relative factor × 0.2, divided by closing stock price on 5/3/2024 to determine option count .
- Director award formula: $200,000 divided by closing price on the Annual Meeting date; options vest 20% per year over five years .
Key Outstanding Option Positions (selected)
| Exercise Price | Expiration | Exercisable | Unexercisable |
|---|---|---|---|
| $75.43 | 5/12/2028 | 1,828 | 1,827 |
| $60.61 | 4/25/2029 | 5,170 | 7,752 |
| $41.61 | 5/2/2030 | 3,840 | 15,358 |
| $33.96 (2024 merit) | 5/3/2031 | — | 37,862 |
| $32.89 (2024 director) | 6/21/2034 | — | 6,081 |
Vesting Schedules (2024 grants)
| Grant | Vest Date | Shares |
|---|---|---|
| 5/3/2024 (37,862) | 5/3/2025 | 7,573 |
| 5/3/2026 | 7,573 | |
| 5/3/2027 | 7,572 | |
| 5/3/2028 | 7,572 | |
| 5/3/2029 | 7,572 | |
| 6/21/2024 (6,081) | 6/21/2025 | 1,217 |
| 6/21/2026 | 1,216 | |
| 6/21/2027 | 1,216 | |
| 6/21/2028 | 1,216 | |
| 6/21/2029 | 1,216 |
2024 Option Exercises
| Shares Acquired | Value Realized |
|---|---|
| 39,257 | $954,862 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 62,032 shares (includes options exercisable within 60 days: 46,269) |
| Ownership as % Outstanding | <1% (asterisked in table) |
| Unvested In-the-Money Options (12/31/2024) | 59,301 options; intrinsic value $740,580 (based on $48.32 close) |
| Stock Ownership Guidelines | Not disclosed for executives |
| Hedging/Pledging | Company does not specifically prohibit hedging; pledging not addressed |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | At-will; no employment contract |
| Severance | No severance; no amounts due upon termination (regardless of change of control) |
| Change of Control | Single-trigger automatic acceleration of unvested options on change of control under stock plans |
| Clawback | Compensation recovery policy adopted in 2023 per SEC/Nasdaq rules |
| Non-compete / Non-solicit | Not disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2019 |
| Independence | Not independent (executive officer) |
| Committee Roles | Not listed on Audit or Compensation Committees; both committees comprised of independent directors |
| Meeting Attendance | In 2024, each Director attended ≥75% of Board/committee meetings; all Directors attended 2024 Annual Meeting |
| Board Leadership | CEO also serves as Chairman; no Lead Independent Director |
| Executive Sessions | Independent directors hold executive sessions at each Board meeting; private sessions with auditors at each Audit Committee meeting |
Director Compensation (Davies-specific)
| Component | 2024 |
|---|---|
| Cash Retainer | $0 (employees do not receive cash for Board service) |
| Annual Director Option Grant | 6,081 options at $32.89; fair value $104,856; vests 20% annually over 5 years |
Company Performance Context (for pay-for-performance analysis)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Diluted EPS (USD) | $0.41 | $1.26 | $0.57 | $1.19 | $0.14 |
| Net Income (USD ‘000s) | $17,910 | $56,625 | $25,446 | $53,595 | $6,129 |
| Cumulative TSR (Base $100 from 2020) | $197 | $272 | $115 | $119 | $103 |
| Peer Group Cumulative TSR (Base $100) | $125 | $159 | $133 | $169 | $149 |
Compensation Structure Analysis
- Mix shift: Davies’ 2024 equity grant value rose to $722,095 from $459,514 in 2023, while cash compensation modestly increased (salary to $429,262); no cash bonus in 2023–2024, suggesting heavier reliance on equity options vs cash .
- Performance linkage: Vicor mainly uses discretionary stock options (some time-based, occasionally performance-based vesting), with diluted EPS identified as most relevant performance measure for “compensation actually paid,” but not directly formulaic in awards .
- Director equity: Annual director option grants follow a fixed-dollar formula ($200,000/closing price), vest over five years, reinforcing longer-term alignment for dual-role executives like Davies .
Say-on-Pay & Shareholder Feedback
- Frequency: Triennial (every three years) per 2023 advisory vote outcome; next say-on-pay vote in 2026 .
- 2023 outcome: Stockholders approved the compensation of Named Executive Officers as disclosed; no approach changes in 2024 .
Risk Indicators & Red Flags
- Controlled-company governance: CEO holds 79.6% voting power; company relies on Nasdaq controlled-company exemptions, limiting independent majority and potentially amplifying CEO influence on pay recommendations .
- Hedging: No explicit prohibition on hedging by employees/directors, which can weaken alignment signals if used (pledging policy not addressed) .
- Single-trigger vesting: Automatic acceleration of unvested options upon change of control may create event-driven supply risk .
- Insider activity: Davies exercised 39,257 options in 2024 realizing $954,862; monitor Form 4s for subsequent dispositions and selling pressure .
Equity Ownership & Alignment Detail
| Category | Data |
|---|---|
| Beneficial Shares | 62,032 shares; includes 46,269 options exercisable within 60 days |
| % of Shares Outstanding | <1% |
| Unvested ITM Options | 59,301; intrinsic value $740,580 at $48.32 close (12/31/2024) |
Investment Implications
- Alignment: Significant multi-year vesting from 2024 grants (through 2029) and director options supports long-term alignment; however, absence of ownership guidelines and permitted hedging are soft points for alignment-sensitive investors .
- Retention and pay mix: Elevated 2024 equity awards and broad unvested option balance ($740,580 intrinsic value) create retention hooks; at-will employment with no severance reduces termination costs but places more emphasis on equity incentives .
- Trading signals: 2024 exercises by Davies (39,257 shares, $954,862 value) and scheduled 2025–2029 vesting tranches could contribute to periodic supply; monitor Form 4 filings around vest dates and blackout windows .
- Governance risk: Controlled-company structure (no Lead Independent Director, CEO-Chair duality) increases reliance on committee independence; current Compensation Committee is independent, but CEO recommendations influence outcomes—factor into pay-for-performance assessments .