Michael Cody
VISHAY INTERTECHNOLOGYAbout Michael J. Cody
Independent Class II director of Vishay Intertechnology since 2018; age 75; term expires 2026. Former Vice President of Corporate Development at Raytheon, with deep M&A and finance expertise; the Board lists his qualifications as Leadership, Complementary Industry, Finance, and M&A. The Board has affirmatively determined Cody is independent; the Board met eight times in 2024 and each director attended at least 75% of Board and committee meetings. Cody is a member of the Audit Committee (named in the Audit Committee report); based on fee schedule and paid amounts, he also appears to serve on the Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon Company | Vice President, Corporate Development | 2009–2017 | Led 18 transactions totaling >$4.3B, overseeing all M&A activity |
| Meadowood Capital LLC | Founding Partner | 2007–2009 | Private equity focused on technology companies |
| EMC Corporation | Vice President, Corporate Development | 1997–2007 | Information infrastructure technology; corporate development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Safeguard Scientifics, Inc. (NYSE) | Director (prior) | Not disclosed | Private equity/venture capital firm |
| MTI Ltd. (UK, private) | Director (prior) | Not disclosed | Cloud, security, infrastructure company |
Board Governance
- Committee memberships and roles:
- Audit Committee: Member (listed in committee report signatories)
- Nominating & Corporate Governance Committee: Member (inferred from fee schedule + cash fees; see Fixed Compensation)
- Independence: Affirmatively determined independent by the Board
- Attendance: Board met 8 times in 2024; each director attended ≥75% of Board and applicable committee meetings
- Committee activity levels (2024 meetings): Executive 1; Audit 9; Nominating & Corporate Governance 4; Compensation 6
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Non-employee director retainer |
| Audit Committee member fee | $12,000 | Member fee; Chair receives $30,000 |
| Nominating & Corporate Governance member fee | $5,000 | Member fee; Chair receives $15,000 |
| Total cash fees (Cody) | $87,000 | Consistent with retainer + Audit member + NCG member |
| RSU annual grant (incentive value basis) | $180,000 ÷ prior-year closing price | Granted first trading day of year; cliff vest in 3 years or ratably upon earlier cessation (other than for cause) |
| 2024 Stock awards (grant-date fair value) | $168,202 | ASC 718 grant-date fair value (differs from incentive value due to dividend assumptions) |
Performance Compensation
Directors receive time-based RSUs; no disclosed performance metrics for director equity awards.
| RSU Term | Vesting | Change-in-Control | Forfeiture |
|---|---|---|---|
| Annual RSUs | Cliff vest in 3 years or ratably upon earlier cessation (other than for cause) | Accelerates upon change-in-control | For cause termination forfeits unvested RSUs |
Other Directorships & Interlocks
- Prior public board: Safeguard Scientifics (NYSE)
- Private company board: MTI Ltd. (UK)
- No current public company interlocks or related-party ties disclosed for Cody; NCG Committee administers related-party policy and reviews transactions annually
Expertise & Qualifications
- Leadership, Finance, M&A; complementary industry exposure (defense/technology)
- Executed 18 M&A deals totaling >$4.3B at Raytheon; significant corporate development experience at EMC
Equity Ownership
| Item | Amount | Date/Context |
|---|---|---|
| Common shares beneficially owned | 30,189 | Record date March 24, 2025; <1% of class |
| RSUs outstanding | 24,084 | As of Dec 31, 2024 |
| Director stock ownership guideline | 5× annual cash retainer | 5-year phase-in; RSUs count as “owned” |
| Guideline compliance (Cody) | Compliant | As of Jan 2, 2025 |
| Hedging/Pledging | Prohibited for directors/officers | Securities trading policy |
Recent insider trades (Form 4):
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC link |
|---|---|---|---|---|---|
| 2024-12-05 | Sale | 8,748 | $18.28 | 45,551 | |
| 2025-01-01 | F—Tax withholding (in-kind) | 67 | $23.97 | 46,790 | |
| 2025-01-02 | A—RSU/stock award | 7,509 | $0.00 | 54,299 | |
| 2025-01-02 | A—RSU/stock award | 10,626 | $0.00 | 56,669 | |
| 2025-01-02 | F—Tax withholding (in-kind) | 64 | $16.94 | 46,043 | |
| 2025-06-11 | P—Open market purchase | 3,500 | $16.12 | 60,169 | |
| 2025-06-13 | P—Open market purchase | 250 | $15.47 | 60,419 |
Governance Assessment
- Strengths: Independent status; Audit Committee membership; strong M&A/finance background; compliance with stock ownership guidelines; alignment reinforced by open market purchases in 2025.
- Compensation structure: Balanced cash retainer plus equity; committee fees consistent with committee service; RSU vesting and change-in-control terms standard and shareholder-friendly (no meeting fees; clear acceleration rules).
- Conflicts/related party exposure: None disclosed for Cody; related-party oversight sits with NCG Committee; hedging/pledging prohibited.
RED FLAGS: None identified specific to Cody (no pledging/hedging, no related-party transactions, independent Audit Committee role).
Signals: 2025 open-market purchases (~$56k gross) may be viewed as positive alignment; 2024 sale at $18.28 occurred before RSU grants and subsequent purchases—mixed but net increase in holdings in 2025.