Michiko Kurahashi
VISHAY INTERTECHNOLOGYAbout Michiko Kurahashi
Independent Class I director of Vishay Intertechnology since 2022; age 65; nominee for a new term expiring at the 2028 annual meeting. Former Chief Marketing Officer at AXIS Capital and currently an adjunct professor at New York University. Education: B.A. (University of Michigan – Ann Arbor), M.A. and Ph.D. in quantitative research/labor markets (Cornell University). Core credentials: corporate brand strategy, digital marketing, and global marketing leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AXIS Capital (NYSE: AXS) | Chief Marketing Officer | 2016–2020 | Launched “One AXIS” brand; implemented AI-driven marketing; streamlined processes |
| CIT Bank | Head of Marketing | Not disclosed | Senior marketing leadership |
| UBS AG; HSBC Private Bank | Senior marketing and communications roles | Not disclosed | Global financial-services marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York University | Adjunct Professor | Since 2020 | Teaches marketing, communications, PR, and digital marketing technology |
Board Governance
| Item | Detail |
|---|---|
| Board status | Independent director; Class I; director since 2022; current nominee for term ending 2028 |
| Committee assignments | Compensation Committee member (signatory on 2025 Proxy Compensation Committee Report for 2024) |
| Committee chair roles | None disclosed for Dr. Kurahashi |
| Independence determination | Board affirmed her independence under NYSE standards |
| Attendance | Board met 8 times in 2024; each director attended ≥75% of Board and applicable committee meetings |
| Committee activity levels (2024) | Audit (9), Nominating & Corporate Governance (4), Compensation (6); Executive Committee met formally 1 time (plus informal sessions) |
| Executive sessions | Independent directors met in regularly scheduled executive sessions |
| Hedging/pledging | Company prohibits hedging, short sales, transactions in publicly traded options, and pledging of Company stock |
| Clawback | Dodd-Frank/NYSE-compliant clawback policy adopted Aug 15, 2023 |
| Say-on-Pay (prior cycle) | >94% approval in 2024; viewed as endorsement of program |
Fixed Compensation
Plan terms for non-employee directors (2024):
- Annual cash retainer: $70,000; Audit member +$12,000 (Chair +$30,000); Compensation member +$10,000 (Chair +$20,000); NCG member +$5,000 (Chair +$15,000). No per-meeting fees.
Dr. Kurahashi – 2024 cash compensation:
| Component | Amount (USD) |
|---|---|
| Cash retainer | $70,000 |
| Committee fees | $0 (cash total equals base retainer) |
| Total cash | $70,000 |
Notes: The 2025 proxy shows Dr. Kurahashi as a Compensation Committee member (and signatory) when reporting on 2024 compensation; 2024 fee table reflects no committee cash for her for 2024.
Performance Compensation
Non-employee director equity structure (2024):
- Annual RSU grant on first trading day of the year sized at $180,000 “incentive value” ÷ prior year-end close; cliff vests in 3 years or ratably upon earlier cessation of service (other than for cause); accelerates on change-in-control. Grant-date fair value differs from incentive value due to ASC 718 treatment.
Dr. Kurahashi – 2024 equity compensation and vesting:
| Metric | Detail |
|---|---|
| 2024 stock awards (grant-date fair value) | $168,202 |
| Vesting | Cliff in 3 years (or ratably on earlier cessation of service, other than for cause) |
| Change-in-control | RSU vesting accelerates upon a change-in-control |
| Options | Company generally did not grant stock options/SARs in 2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | No other public company directorships disclosed in her biography |
| Compensation Committee interlocks | None (committee members not officers/employees; no interlocks) |
Expertise & Qualifications
- Marketing/Brand/Digital: Deep corporate brand strategy and AI-driven/digital marketing expertise; global experience across financial services and insurance.
- Academia/Thought leadership: Adjunct professor teaching executives and students on marketing and digital tech.
- Qualifications flagged by Board: Leadership, complementary industry, global perspective, marketing expertise.
Equity Ownership
| Item | Amount / Status |
|---|---|
| Beneficial ownership (common) | 8,166 shares; <1% of class/voting power |
| Director RSUs outstanding (12/31/24) | 24,084 units |
| Ownership guidelines | Required ≥5x annual cash retainer; 5-year phase-in; measurement each January |
| Compliance status (as of Jan 2, 2025) | Compliant |
| Hedging/Pledging | Prohibited for directors |
Governance Assessment
-
Strengths
- Independent status affirmed; serves on the all-independent Compensation Committee and signed the committee’s report, indicating active governance engagement on pay-for-performance oversight.
- Solid alignment: compliant with director stock ownership guidelines; receives equity retainer with three-year vesting; hedging/pledging prohibited.
- Attendance threshold met; Board held regular executive sessions of independent directors.
-
Risks/Watch items
- Dual-class voting structure and concentrated voting power in family trusts (e.g., 44.4% voting power cited for a family co-trustee), which can diminish minority shareholder influence and increase scrutiny on board independence—even for independent directors.
- 2024 director fee table shows no committee cash for Dr. Kurahashi despite her Compensation Committee report signatory status; investors may wish to confirm timing of committee appointments relative to the 2024 fee period.
-
Investor confidence signals
- Corporate governance framework includes formal clawback and anti-hedging/pledging policies, and annual board self-evaluations; Audit, Compensation, and NCG Committees are fully independent.
- Strong Say-on-Pay support (>94% in 2024).