Zmira Lavie
VICORAbout Zmira Lavie
Independent director of Vicor Corporation since 2022; age 59. Partner at M&T Semiconductor since January 2020; previously held senior roles at Tower Semiconductor from 1988–2019, including Senior Vice President and General Manager of TOPS (Transfer, Optimization and development Process Services) from 2013 after serving as VP Process Engineering R&D and GM of TOPS since 2007; grew TOPS from inception to approximately $200 million annual revenue. Holds a B.S. in chemical engineering from Technion – Israel Institute of Technology and several patents in thin films metallization and process integration.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tower Semiconductor | Senior Vice President & GM, TOPS; previously VP Process Engineering R&D & GM TOPS | 2007–2019; SVP & GM since 2013 | Grew TOPS from inception to ~$200M annual revenue; extensive R&D process development expertise |
| Tower Semiconductor | Various roles | 1988–2019 | >30 years of semiconductor industry leadership |
| Tower Partners Semiconductor Co., Ltd. (TPSCo) | Director | 2014–2019 | Board member at a semiconductor manufacturing firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| M&T Semiconductor | Partner | Jan 2020–Present | Consulting firm serving the semiconductor ecosystem |
Board Governance
- Status: Vicor is a “controlled company” under Nasdaq rules; Chairman/CEO Patrizio Vinciarelli holds ~79.6% of voting power. Board is not majority independent; four of eleven nominees are independent (Carlson, Eichten, Lavie, Shen). No lead independent director.
- Committees: Audit Committee (Carlson—chair, Eichten, Shen); Compensation Committee (Carlson—chair in report, Eichten, Shen). Lavie is independent but not listed as a member of either committee. Audit Committee met 5 times in 2024; Compensation Committee met 5 times plus 15 written consents.
- Executive sessions: Independent directors hold executive sessions at each Board meeting; Audit Committee meets privately with KPMG at each meeting.
- Attendance: Board held 3 meetings in 2024; each Director attended ≥75% of Board and committee meetings on which they served; all Directors attended the 2024 Annual Meeting.
- Nomination process: Full Board (including non-independent Directors) performs director nominations due to controlled company exemptions.
Fixed Compensation
| Component | Amount/Terms | 2024 Value | Vesting/Notes |
|---|---|---|---|
| Quarterly cash retainer (non-employee Director) | $7,500 per quarter | $30,000 | Directors who are employees do not receive cash; expenses reimbursed |
| Committee membership/meeting fees | Not disclosed | — | No additional fees disclosed beyond retainer |
Performance Compensation
| Award Type | Grant Date | Number of Options | Exercise Price | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual Director stock option grant | Jun 21, 2024 | 6,081 | $32.89 | $104,856 | 20% per year over 5 years; formula: $200,000 ÷ closing price on meeting day |
| Annual Director stock option grant (Form 4) | Jun 20, 2025 (txn) / filed Jun 23, 2025 | 4,539 | $44.07 | Not disclosed in proxy | Non-qualified stock option; Director owner category |
| Annual Director stock option grant (Form 4) | Jun 21, 2024 (txn) / filed Jun 24, 2024 | 6,081 | $32.89 | Not disclosed in Form 4 | Non-qualified stock option |
| Annual Director stock option grant (Form 4) | Jun 23, 2023 (txn) / filed Jun 26, 2023 | 3,769 | $53.07 | Not disclosed in Form 4 | Non-qualified stock option |
| Initial Director grant (Form 4) | Jun 24, 2022 (txn) / filed Dec 23, 2022 | 1,657 | Price not specified | Not disclosed in Form 4 | Non-qualified stock option |
Performance metrics tied to Director compensation: None disclosed; Director equity grants are formulaic, not contingent on financial metrics.
Change-of-control terms: Options under the Vicor 2000 Plan automatically accelerate vesting and become fully exercisable upon a change of control.
Other Directorships & Interlocks
| Company | Role | Years | Interlock/Notes |
|---|---|---|---|
| TPSCo (Tower Partners Semiconductor Co., Ltd.) | Director | 2014–2019 | Past role; no current public company directorships disclosed for last five years. |
| IceMOS (licensing counterparty to Vicor) | — | — | Related party transaction involves Director Samuel J. Anderson (CEO of IceMOS), not Lavie. |
No related-party transactions disclosed involving Zmira Lavie.
Expertise & Qualifications
- 30+ years semiconductor industry experience; led diverse business initiatives and complex R&D projects; expertise in thin films metallization and process integration; holds several patents.
- Education: B.S. chemical engineering, Technion – Israel Institute of Technology, Haifa, Israel.
Equity Ownership
| Metric | As of | Value | Notes |
|---|---|---|---|
| Total beneficial ownership (incl. options exercisable within 60 days) | Mar 31, 2025 | 1,418 shares | Less than 1% of Common Stock and voting power |
| Options exercisable within 60 days (included above) | Mar 31, 2025 | 1,418 shares | As listed in footnote of beneficial ownership table |
| Director stock options outstanding | Dec 31, 2024 | 11,507 options | Aggregate awards outstanding; grant date fair value $260,591 |
Insider filings summary:
- Form 3 filed April 14, 2023 (initial statement of beneficial ownership).
- Director option awards filed via Form 4 in 2022, 2023, 2024, 2025 as above.
Governance Assessment
- Independence & role: Lavie is one of four independent directors, enhancing board oversight capacity; however, she is not serving on the Audit or Compensation Committees, which are the primary vehicles for independent governance at Vicor.
- Controlled company risk: With ~79.6% voting power held by the CEO/Chair, Vicor relies on Nasdaq controlled-company exemptions (non-majority independent board; nominations not solely by independent directors), a structural governance risk for minority shareholders.
- Board structure: No lead independent director; independent directors do hold executive sessions at each Board meeting, partially mitigating concentration of power.
- Attendance & engagement: Directors (including Lavie) attended ≥75% of meetings in 2024, and all attended the 2024 Annual Meeting—acceptable engagement baseline.
- Director pay & alignment: Cash retainer is modest ($30,000 in 2024); equity via annual stock option grants with 5-year vesting supports longer-term alignment. Options accelerate on change-of-control, which can incentivize sale outcomes but may reduce retention post-transaction.
- Ownership alignment: Lavie’s beneficial ownership is minimal (1,418 shares, <1%); options outstanding (11,507) build exposure over time through vesting but current stake is limited.
- Conflicts/related parties: No related-party transactions disclosed for Lavie; notable related-party exposure exists elsewhere (IceMOS license tied to Director Anderson; separate counsel arrangement with Director D’Amico).
- Policies: Company does not prohibit hedging by employees/directors—potential misalignment risk if used; insider trading policy otherwise in place.
RED FLAGS
- Controlled company status and absence of a lead independent director concentrate governance power with CEO/Chair.
- Hedging not prohibited for directors, which could weaken ownership alignment if used.
- Minimal disclosed personal ownership by Lavie (<1%), though equity awards provide future alignment.
Potential Enhancements for Investor Confidence
- Add Lavie to at least one key committee (Audit or Compensation) to leverage her process/R&D expertise in oversight.
- Adopt a formal anti-hedging policy for directors to strengthen alignment.
- Establish a lead independent director to improve checks and balances.