Samuel Anderson
VICORAbout Samuel J. Anderson
Samuel J. Anderson (age 68) has served as a Director of Vicor since 2001. He is Chairman, President, and CEO of IceMOS Technology Corporation (since 2002), and previously led Great Wall Semiconductor (GWS) from 2002–2015 until its acquisition by Intersil. Earlier roles include VP Corporate Business Development at ON Semiconductor (1999–2001) and multiple semiconductor leadership roles at Motorola (1984–1999). Anderson holds numerous U.S. patents; degrees include M.S. Microelectronics (Arizona State), M.S. Physics (Queen’s University Belfast), B.S. Electronics (University of Ulster), and an Honorary Doctor of Science in Economics from Queen’s University Belfast (Jan 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Great Wall Semiconductor Corporation (GWS) | Chairman, President & CEO | 2002–Sep 2015 (acquired by Intersil) | Led power semiconductor development; Vicor previously held non-voting convertible preferred stock in GWS . |
| ON Semiconductor | VP Corporate Business Development | 1999–2001 | Corporate development across semiconductor supplier businesses . |
| Motorola (semiconductor ops) | Various leadership positions | 1984–1999 | Operations leadership; semiconductor expertise . |
| Advanced Analogic Technologies Inc. | Non-executive Chairman of the Board | 2001–2011 (acquired by Skyworks Jan 2012) | Board leadership at public power management semis supplier . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IceMOS Technology Corporation (private) | Chairman, President & CEO | 2002–present | Developer/manufacturer of specialized semiconductor substrates and high-voltage power switching devices; Anderson owns 80% voting stock . |
Board Governance
- Independence status: Not independent under Nasdaq rules; Vicor is a controlled company (CEO holds ~79.6% voting power), and Anderson is among directors designated non-independent .
- Committee assignments: Not a member of the Audit or Compensation Committees (both comprised solely of independent directors: Carlson, Eichten, Shen; Carlson chairs Audit and serves on Compensation) .
- Attendance: The Board met 3 times in 2024; Audit Committee 5 times; Compensation Committee 5 times. Each Director attended ≥75% of Board/committee meetings on which they served and all Directors attended the 2024 Annual Meeting .
- Lead Independent Director: None; independent directors hold executive sessions at each Board meeting; Audit Committee meets privately with KPMG at each meeting .
- Risk oversight: Anderson provides external perspectives on evolving technology and competition, reflecting his semiconductor executive experience .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $30,000 | Non-employee directors receive $7,500 quarterly; expenses reimbursed . |
| Meeting fees | Not disclosed | No separate meeting fees disclosed; only quarterly retainers and reimbursement . |
| Committee chair/member fees | Not disclosed | No additional committee fees disclosed in proxy . |
Performance Compensation
| Award | Grant date | Shares/Options | Exercise price | Grant-date fair value | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual Director stock options | 6/21/2024 | 6,081 | $32.89 | $104,856 | 20% per year over 5 anniversaries | Formula: $200,000 / closing price on AGM date; applies to all directors other than CEO . |
| Annual Director stock options | 6/20/2025 | 4,539 | $44.07 | N/A (Form 4) | Not disclosed in filing, typically time-based | Form 4 award recorded; director grant cadence continues annually . |
Performance metrics tied to director compensation: None disclosed; director equity grants are time-based, not tied to financial/ESG metrics .
Change-of-control: Unvested options under Vicor 2000 Plan and Assumed VI Chip Plan accelerate and become fully exercisable upon a change of control .
Clawback: Company adopted a compensation recovery policy in 2023 for incentive-based compensation in restatements (primarily executive-focused) .
Other Directorships & Interlocks
| Company | Role | Current/Prior | Potential Interlock/Conflict |
|---|---|---|---|
| Advanced Analogic Technologies Inc. | Non-executive Chairman | Prior (2001–2011) | None current; company acquired by Skyworks in Jan 2012 . |
| IceMOS Technology Corporation | Chairman, President & CEO; 80% voting ownership | Current | Vicor entered a non-exclusive patent license with IceMOS in Nov 2022; no royalties yet accrued; future royalties expected to exceed $120,000; reviewed under related-party policy . |
Expertise & Qualifications
- Deep technical expertise in power semiconductors and power conversion; numerous U.S. patents; executive leadership across semis; advanced degrees in microelectronics and physics; Honorary DSc (Economics) for business and innovation (Jan 2023) .
- Brings external industry perspective to Vicor’s Board on technology evolution and competition .
Equity Ownership
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 7,250 | 3/31/2025 | Less than 1% of common stock outstanding . |
| Options exercisable within 60 days | 3,459 | 3/31/2025 | Included in beneficial calculation . |
| Awards outstanding (options) | 14,094 | 12/31/2024 | Aggregate outstanding options as of year-end . |
| Ownership guidelines | Not disclosed | — | No director ownership guideline disclosed . |
| Pledging/Hedging | Hedging not prohibited by policy | 2025 proxy | Company does not specifically prohibit hedging by employees/directors; no pledging disclosed for Anderson . |
Insider Trades
| Transaction date | Filing date | Type | Security | Quantity | Price | Post-transaction holdings | SEC filing |
|---|---|---|---|---|---|---|---|
| 6/21/2024 | 6/24/2024 | Award (A) | Non-qualified stock option | 6,081 | $32.89 | 6,081 | https://www.sec.gov/Archives/edgar/data/751978/000119596624000001/0001195966-24-000001-index.htm |
| 6/20/2025 | 6/23/2025 | Award (A) | Non-qualified stock option | 4,539 | $44.07 | 4,539 | https://www.sec.gov/Archives/edgar/data/751978/000119596625000003/0001195966-25-000003-index.htm |
All Section 16(a) insider transactions reported timely for 2024 per company representation .
Governance Assessment
- Strengths:
- Consistent Board/committee attendance; independent directors conduct executive sessions; Audit Committee engages KPMG in private sessions; formal related-party review procedures exist via Audit Committee .
- Anderson adds industry-operational insight on technology and competitive dynamics .
- Concerns/RED FLAGS:
- Controlled company governance: CEO controls ~79.6% voting power; Board lacks a lead independent director; only four of eleven directors are independent .
- Independence: Anderson is not independent by Nasdaq rules .
- Related-party exposure: IceMOS patent license (non-exclusive) where Anderson is CEO and 80% owner; future royalties expected >$120,000 (no payments yet), creating a potential conflict that relies on Audit Committee oversight .
- Hedging policy: Company does not prohibit director/employee hedging, which can weaken alignment with shareholder outcomes .
- Compensation alignment:
- Director pay mix is modest cash ($30k) plus annual time-vested options set mechanically by price-based formula; no performance metrics disclosed for director equity; change-of-control feature accelerates vesting .
Overall, while Anderson brings strong sector expertise and engagement, his non-independence, leadership/control at IceMOS with an active Vicor licensing relationship, and Vicor’s controlled company structure elevate conflict risk and weaken board independence signals. Active monitoring of related-party transactions and director equity award practices is warranted .