Michael Bokan
WOLFSPEEDAbout Michael W. Bokan
Michael W. Bokan (age 64) joined Wolfspeed’s Board in September 2025 after nearly three decades in leadership roles at Micron Technology, most recently as Senior Vice President of Worldwide Sales (September 2018–May 2025). He holds a B.S. in Business from Colorado State University, and is described as a seasoned semiconductor executive with deep experience leading global sales organizations through growth initiatives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Micron Technology | Senior Vice President, Worldwide Sales | Sep 2018–May 2025 | Led global sales; executive leadership through growth initiatives |
| Micron Technology | Corporate Vice President, Worldwide Sales; Vice President, OEM Sales | Not disclosed | Executive sales leadership roles |
| Medical industry (prior to Micron) | Sales, management, organizational development roles | Not disclosed | Commercial and organizational development experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | The proxy biography does not list other public company directorships |
Board Governance
- Independence: The Board determined Bokan is an “independent director” under NYSE rules .
- Committee assignments: Audit Committee member (chair: Paul V. Walsh, Jr.); Governance & Nominations Committee member (chair: Mark E. Jensen) .
- Board leadership: Anthony M. Abate serves as Chair since September 2025; Lead Independent Director role is used only if the Chair is not independent .
- Attendance: The Board held 28 meetings in fiscal 2025; each incumbent director during that period attended ≥75% of Board and committee meetings. Bokan joined post–FY2025 .
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Board member cash retainer | $16,250 | Quarterly | Schedule adopted May 1, 2025 |
| Audit Committee member retainer | $3,750 | Quarterly | Paid in addition to Board retainer |
| Governance & Nominations Committee member retainer | $1,250 | Quarterly | Paid in addition to Board retainer |
| Chair retainers (if applicable) | Audit Chair $7,500; Compensation Chair $5,000; Governance Chair $3,750 | Quarterly | Committee chairs receive chair and member retainers |
| Expense reimbursement | Not quantified | As incurred | Standard reimbursement of director expenses |
| Deferral program | Cancelled after FY2025 | — | Directors could elect shares in lieu of cash; program cancelled post-FY2025 with intent to implement a new program in FY2026 |
In FY2025, the Board suspended RSU awards for new directors amid restructuring and approved a $50,000 quarterly cash payment in lieu of equity for Messrs. Jensen and Walsh; the Board intends to implement a new equity component in FY2026 .
Performance Compensation
| Equity/Metric | Grant details | Vesting | Status |
|---|---|---|---|
| Non-employee director RSUs (historical framework) | Value sized at $200,000 ÷ 30-day avg price; annual grant at re-election | Vest in full on first anniversary | FY2025 RSUs (18,834 units; grant date Dec 5, 2024; grant-date fair value $175,156) were cancelled upon emergence from Chapter 11 |
| Director performance metrics | None disclosed | — | Director equity awards are time-based RSUs; no performance metrics disclosed for director compensation |
Other Directorships & Interlocks
| Company | Role | Overlap with Wolfspeed ecosystem | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards listed for Bokan; reduces interlock/conflict risk |
Expertise & Qualifications
- Semiconductor industry leadership and global sales execution experience; senior executive roles at Micron .
- Business degree (Colorado State University) .
- Not designated the Audit Committee financial expert; that designation is held by Mark E. Jensen .
Equity Ownership
| Holder | Shares beneficially owned (as of Oct 14, 2025) | % of outstanding | Notes |
|---|---|---|---|
| Michael W. Bokan | — | <1% | As disclosed in “Principal Stockholders and Share Ownership by Management” table |
| Stock ownership guideline (non-employee directors) | 5× sum of annual cash retainers | Compliance within 5 years | Company states all non-employee directors presently compliant with guidelines; anti-hedging and pledging prohibited |
- Anti-hedging and pledging: Company policy prohibits hedging transactions and pledging/margin accounts for directors and employees; mitigates alignment and collateralization risks .
Governance Assessment
- Board effectiveness: Bokan adds seasoned semiconductor sales leadership and sits on two key oversight committees (Audit; Governance & Nominations), supporting risk oversight and governance practices .
- Independence and conflicts: Board classifies Bokan as independent; company disclosed no related-party transactions requiring Item 404(a) disclosure for the new directors appointed on the Plan Effective Date (including Bokan) .
- Engagement: FY2025 Board met 28 times and incumbent directors met ≥75% attendance; Bokan joined after FY2025, so period attendance isn’t applicable; independent directors hold executive sessions after each regular meeting .
- Compensation alignment: FY2025 equity awards for directors were cancelled; RSUs for new directors were suspended amid restructuring, with intent to reinstate equity in FY2026. Bokan’s compensation structure is predominantly fixed cash retainers tied to committee work until equity component is reintroduced .
- Ownership alignment: Proxy table shows no disclosed shares for Bokan as of the record date, though directors have a five-year window to meet ownership guidelines and the company states current compliance; hedging/pledging prohibited. This should be monitored as equity awards resume in FY2026 .
Red flags to monitor
- Equity alignment gap due to cancelled RSUs and suspended equity awards for new directors in FY2025; ensure restoration under FY2026 program and progress toward ownership guideline compliance for Bokan .
- Audit Committee service without financial expert designation (committee has an expert via Jensen), which is acceptable but underscores reliance on other committee expertise .
- Ongoing restructuring context and investor rights arrangements (Renesas warrant and governance rights) may influence board dynamics; continue monitoring for potential conflicts under Item 404(a) though none are currently disclosed for Bokan .
Shareholder oversight context: Advisory say-on-pay vote recommended “FOR” at the upcoming 2025 annual meeting; vote outcomes not yet disclosed .