Corporate Governance Guidelines
These guidelines have been adopted by the Board of Directors (the "Board") of Micrel, Incorporated (the "Company"). The guidelines, in conjunction with the Board Committee charters and Bylaws of the Company, form the basis for governance of the Company.
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Guideline sections are shown below. Click here to download the complete document.
I. Role of the Board of Directors
The Board of Directors represents the shareholders of the corporation in the oversight of the company's progress in achieving its strategic business objectives…
II. Director Independence
A majority of the Board shall consist of independent Directors as defined by NASDAQ listing standards.
III. Board Membership Criteria
Members of the Board of Directors should have the highest professional and personal ethics and values, consistent with longstanding Company values and standards…
IV. Selection of New Directors
Directors are elected annually by the shareholders. The Board of Directors proposes a slate of nominees for consideration each year…
V. Board Size
The Bylaws provide that the number of Directors is determined by the Board within a specified range…
VI. Term of Office
Directors serve for a one-year term and until their successors are elected. They stand for election each year at the Company's Annual Meeting of Shareholders…
VII. Number and Composition of Board Committees
The Board currently has three Committees: Audit, Compensation, and Nominating and Corporate Governance….
VIII. Executive Sessions
Executive sessions of independent Directors will be scheduled by the independent directors from time to time…
IX. Standards of Business Conduct
The Board expects all Directors, officers and employees to display the highest standard of ethics. The Company maintains a code of conduct, known as the "Worldwide Standards of Business Conduct."…
X. Succession Planning
The Board has adopted, on the recommendation of the Nominating and Corporate Governance Committee, a policy on succession planning for the CEO and senior executive management…
XI. Board Access to Senior Management
Directors are encouraged to talk directly to any member of management regarding any questions or concerns the Directors may have. Members of senior management attend Board meetings periodically.
XII. Evaluation of Board Performance
The Board and each Board Committee conducts a self-evaluation annually, including a review of the Board's or Committee's compliance with its respective Charter and the applicable NASDAQ listing standards requirements, if any…
Board Member Nomination Process
The Nominating and Corporate Governance Committee identifies director nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members with skills and experience that are relevant to our business and are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective. If any member of the Board of Directors does not wish to continue in service or the committee or Board of Directors decides not to re-nominate a member for re-election, the committee identifies the desired skills and experience of a new nominee consistent with the committee's criteria for Board of Directors service…
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Policy and Procedures Regarding Communications Between Security Holders and the Board of Directors Micrel, Incorporated Stock Ownership Guidelines for Board of Directors and Executive Officers
The Board of Directors of Micrel, Incorporated (the "Company") will review communications received from security holders of the Company in accordance with the provisions of this policy, the procedures contained herein and applicable laws, rules and regulations….
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The board of directors (the "Board") of Micrel, Incorporated (the "Company") believes that stock ownership by the company's executives and members of the Board further align their interests with the interests of the Company's shareholders. Accordingly, the Board has established these guidelines for each Board member and executive officer . . . .
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Micrel Board of Directors and Officers Raymond D. Zinn is a co-founder of the Company and has been its President, Chief Executive Officer and Chairman of its Board of Directors since the Company's inception in 1978. As our Chief Executive Officer, Mr. Zinn gives the Board of Directors insight and in-depth knowledge of the semiconductor industry and Micrel's specific operations and strategies. He also provides leadership skills and extensive knowledge of semiconductor technology and Micrel's business environment, which he has gained through his long career with Micrel and in the semiconductor industry. Prior to co-founding the Company, Mr. Zinn held various management and manufacturing executive positions in the semiconductor industry at Electromask TRE, Electronic Arrays, Inc., Teledyne, Inc., Fairchild Semiconductor Corporation and Nortek, Inc. He holds a B.S. in Industrial Management from Brigham Young University and an M.S. in Business Administration from San Jose State University.
James G. Gandenberger has served as Vice President of Worldwide Operations & Foundry Business Unit since November 2007. From July 2002 to November 2007, he served as Vice President of Wafer Fab Operations. Mr. Gandenberger joined the Company in October 2000 as Managing Director of Wafer Fab Operations. Prior to joining the Company, Mr. Gandenberger was employed by National Semiconductor Corporation from 1997 to 2000 as the Managing Director of Santa Clara Wafer Fabs. From 1994 to 1997, he was employed by Asyst Technologies where he held the position of Vice President of Sales and Marketing. From 1984 to 1994, Mr. Gandenberger served in a variety of positions at LSI Logic, where his last position was Director of Operations of the VLSI CMOS Division. He holds a B.S. in Business Administration from Saint Mary's College and an M.B.A from Golden Gate University.
Brian Hedayati has served as Vice President of High-Performance Analog and High-Speed Mixed Signal Solutions Marketing since July 2011. Before joining Micrel, he was employed by Maxim Integrated Products, Inc. as an Executive Director from August 2006 to July 2011 and as a Director from August 2004 to August 2006, managing multiple product lines. Prior to Maxim, Mr. Hedayati was employed by Supertex, Inc. as a Marketing Director from 2001 to 2004 and U.S. Western Area Sales Manager from 1998 to 2001. Prior to Supertex, he held various engineering and management positions with Unitrode Corporation (now Texas Instruments), Megapower Corporation, Space Systems Loral and Conver Corporation. Mr. Hedayati holds a B.S.E.E. from San Jose State University and has continued his education through the AeA/Stanford Executive Institute Program.
Mansour Izadinia has served as Senior Vice President responsible for High Performance Linear and Power Solutions since January 2011 and Timing and Communications since June 2012. Before joining Micrel, he was employed by Integrated Device Technology, Inc. (“IDT”) as Chief Technology Officer from October 2010 to January 2011 and as Senior Vice President of Analog and Power Division from July 2009 to October 2010. Prior to joining IDT, Mr. Izadinia served as Vice President of the System and Power Management business unit at Maxim Integrated Products, Inc. where he worked for over fifteen years until July 2009. Prior to Maxim, he held various engineering and management positions at National Semiconductor Corporation. Mr. Izadinia holds a B.S.E.E. from the University of California at Los Angeles and M.S.E.E. from Santa Clara University.
Rami Kanama has served as Vice President of Timing and Communications since June 2012 and as President of Micrel’s PhaseLink subsidiary since April 2012. From April 2012 to June 2012, he served as Vice President of Clock and Timing Products. Mr. Kanama joined the Company in January 2008 and served until April 2012 as Senior Director of Marketing for High Bandwidth Products. Prior to joining Micrel, Mr. Kanama was the Vice President of Marketing and Sales at Redfern Integrated Optics, Inc. Prior to Redfern, he held various management positions at Infineon Technologies and Tyco Electronics (previously AMP, Inc.). Mr. Kanama holds a B.S.E.E. degree from McMaster University.
Bruce C. Larson has served as Vice President of High-Performance Analog and High-Speed Mixed Signal Solutions Engineering since April 2011. Before joining Micrel, he was employed by Active-Semi International, Inc. as Director of Engineering and General Manager for Active-Semi's Hanoi R&D Center from June 2009 to March 2011. Prior to joining Active-Semi, Mr. Larson worked at Maxim Integrated Products, Inc. for more than ten years where he held various key technical and executive positions including Design Center Director until May 2009. Mr. Larson holds Ph.D. and M.S. degrees in Electrical Engineering from the Massachusetts Institute of Technology and a B.S. degree in Electrical Engineering, Summa Cum Laude, from the University of Houston.
Jung-Chen Lin has served as Vice President of LAN Solutions since April 2003. He joined the Company through the acquisition of Kendin Communications Inc. in May 2001 as Vice President of Design of Kendin Operations. Prior to the acquisition, he served as Vice President of Engineering at Kendin from 1996 to 2001. Prior to Kendin, Mr. Lin was employed by Pericom Semiconductors Corp as Design Manager of the Data Communication Group from April 1995 to April 1996. He worked for Hitachi Micro Systems, Inc. as Principle Engineer from August 1993 to April 1995. From 1990 to 1993, he was employed by Vitesse Semiconductor Corp., where he held a design manager position. From 1986 to 1990, he worked for Philips Components at various locations as Senior Member of Technical Staff in the Mixed Signal Circuit Design area. Mr. Lin holds a B.S.E.E. from National Taiwan University and a Ph.D. and an M.S.E.E. from the University of Cincinnati.
Wiren Perera has served as Vice President of Corporate Strategic Marketing and LAN Solutions Marketing since April 2012. He joined the Company in March 2009 and served as Director of LAN Solutions Marketing until April 2012. Prior to joining Micrel, Mr. Perera was the Vice President of Marketing and Sales at Plato Networks, Inc. Prior to Plato Networks he held various positions at JDSU, Mysticom Semiconductor (acquired by TranSwitch Corporation), Massana Inc. (acquired by Agere Systems Inc.), Stream Machine Company (acquired by Cirrus Logic Inc.), PMC-Sierra, Inc. and NEC Corporation. Mr. Perera holds a B.Sc. from the University of Manchester and a Ph.D. from the University of Cambridge.
David Schwartz has served as Vice President of Worldwide Sales since June 2011. Before joining Micrel, he held the position of Vice President of Worldwide Sales at Advanced Analogic Technologies, Inc. from February 2009 to March 2011. Prior to that, he was employed as Vice President of Worldwide Sales and Marketing for Oxford Semiconductor from October 2006 to January 2009. Prior to Oxford, Mr. Schwartz served in various executive and management sales positions for Renesas Technology America, Mitsubishi Electronics America, and Motorola Semiconductor. Mr. Schwartz holds a Bachelor in Electrical Engineering from the Pratt Institute and an M.B.A. from Farleigh Dickensen University.
Colin Sturt has served as Vice President, General Counsel and Corporate Secretary since November 2011. From March 2010 until November 2011, he served as the Company's General Counsel and Corporate Secretary. Prior to joining Micrel, Mr. Sturt worked as a corporate attorney at Davis Polk and Wardwell LLP from October 2006 to February 2010. He previously worked at National Semiconductor Corporation in the areas of organization and operational improvement, project management and operations support management. He holds a B.A. and two masters degrees, in Organizational Behavior and International and Area Studies, from Brigham Young University. He also holds a J.D. from the Columbia University Law School.
Robert DeBarr has served as Chief Financial Officer and Vice President of Finance and Human Resources since October 2013. Prior to joining the Company, Mr. DeBarr served from September 2011 through June 2012 with Texas Instruments Incorporated as a financial executive with responsibility for integrating the acquisition of National Semiconductor Corporation which became effective in September 2011. He served as the Treasurer of National Semiconductor from June 2005 to September 2011. Prior to that, he served in a variety of positions for over twenty years at National Semiconductor including as Corporate Controller and Chief Accounting Officer. Mr. DeBarr has also served as Chairman of the Board of PremierOne Credit Union since January 2013 and previously served as the Chairman of the Board for National 1st Credit Union from 1997 until its merger with the San Jose Credit Union at the end of December 2012 which resulted in the formation of the PremierOne Credit Union. He was actively involved in the integration of these credit unions during 2013. Mr. DeBarr holds an M.B.A. in Finance from Golden Gate University and a B.S. in Accounting from San Jose State University.
Richard Zelenka has served as Vice President of Quality Assurance since August 2000. From January 1998 to July 2000, he held the position of Director of Product Assurance. Prior to joining the Company, Mr. Zelenka was employed by National Semiconductor Corporation from 1987 to 1998 as a Senior Quality Manager. From 1983 to 1987, Mr. Zelenka was employed by Fairchild Semiconductor where he held the position of Wafer Fab Quality Manager. He holds a B.S. in Chemical Engineering from the University of Wyoming.
John E. Bourgoin joined Micrel's Board of Directors in May 2010. Mr. Bourgoin brings more than 35 years of extensive executive management skill and semiconductor industry experience to the Board of Directors. He served as the Chief Executive Officer of MIPS Technologies, Inc. from February 1998 until his retirement on December 31, 2009 and as President since September 1996. Mr. Bourgoin served as Senior Vice President of Silicon Graphics, Inc., or SGI, from September 1996 to May 1998. From 1976 until joining SGI, Mr. Bourgoin was employed at Advanced Micro Devices, Inc., where he held various positions including Group Vice President, Computation Products Group. He served as a Director of MIPS Technologies Inc. from February 1998 until his retirement and as the Chairman of the Board from February 1998 until August 2003. Mr. Bourgoin served as a Director of Stream Processors Inc. from July 2006 until October 2009 and served as a Director at Electronic Design Automation Consortium from August 2006 until April 2010. He has been serving on the board of directors of Lattice Semiconductor Corporation since September 2011. Mr. Bourgoin serves as a member of the Compensation Committee and as Chairman of the Nominating and Corporate Governance Committee of the Company's Board of Directors. Mr. Bourgoin holds a B.S.E.E. from the University of Illinois and an M.B.A. from Arizona State University.
Michael J. Callahan joined Micrel's Board of Directors in May 2005. Mr. Callahan brings extensive semiconductor technology and market expertise and high tech company executive management experience to the Board of Directors. Mr. Callahan served on the board of directors of Teknovus, Inc. from 2004 to 2010 and has been serving on the board of directors of Quick Logic Corporation since July 1997. He served as Chairman of the Board of Directors, President and Chief Executive Officer of WaferScale Integration, Inc. from March 1990 to September 2000. He was also the President of Monolithic Memories, Inc. from 1978 to March 1990. During his tenure at Monolithic Memories, the company became a subsidiary of Advanced Micro Devices, Inc., where Mr. Callahan then served in the capacity of Senior Vice President of Programmable Products. Mr. Callahan serves as the Chairman of the Compensation Committee and a member of the Audit Committee of the Company's Board of Directors. Mr. Callahan holds a B.S.E.E. from the Massachusetts Institute of Technology.
Daniel Heneghan was elected to Micrel's Board of Directors in November 2008. Mr. Heneghan brings more than 25 years of experience in financial and executive positions in semiconductor and high tech industries to the Board of Directors. He served as Chief Financial Officer of Intersil Corporation from its inception in August 1999 until he retired in June 2005. From 1996 to August 1999, Mr. Heneghan was Vice President and Controller of the Semiconductor Business at Harris Corporation ("Harris"). From 1994 to 1996, Mr. Heneghan was Vice President and General Manager of the Digital Products Division at Harris. Mr. Heneghan also served at various times as Division Controller of the Semiconductor Business, Director of Planning and Director of Finance at Harris. He has been serving on the boards of directors of Freescale Semiconductor Holdings I, Ltd., which is the indirect parent of Freescale Semiconductor, Inc., since July 2010, Pixelworks, Inc. since April of 2006, and NTELOS Holdings Corp. since February 2006, and also works as an advisor to the semiconductor industry. He serves as a member of the Audit Committee and Nominating and Corporate Governance Committee of the Company's Board of Directors. Mr. Heneghan holds a B.S. in Accounting from Quincy University in Illinois and an M.B.A. from Western Illinois University.
Neil J. Miotto joined Micrel's Board of Directors in February 2007. Mr. Miotto brings extensive financial risk assessment and financial reporting experience to the Board of Directors. He is a retired assurance partner of KPMG LLP where he was a partner for 27 years until his retirement in September 2006. While at KPMG, Mr. Miotto also served as an SEC reviewing partner. He is a member of the American Institute of Certified Public Accountants. Mr. Miotto serves as the Chairman of the Audit Committee of the Company's Board of Directors. He has been serving on the board of directors of GigOptix, Inc. since December of 2008. He holds a B.B.A. from Baruch College of The City University of New York.
Frank W. Schneider joined Micrel's Board of Directors in May 2007. Mr. Schneider brings more than 40 years of management skill and experience in the semiconductor, electronic component and systems industries to the Board of Directors. From October 2003 to January 2006, Mr. Schneider served as President and Chief Executive Officer of ION Systems, Inc., a privately-held manufacturer of electrostatic management systems. In January 2006, ION Systems was acquired by MKS Instruments, Inc. where Mr. Schneider served as Vice President and General Manager until his retirement in March 2009. Prior to these roles, Mr. Schneider was the President and Chief Executive Officer of GHz Technology, Inc., until its merger with Advanced Power Technology, Inc. Subsequent to the merger, Mr. Schneider served as the Chief Operating Officer for the Radio Frequency business unit. Mr. Schneider also served as a member of the advisory Board of Neomagic, Inc. and held various management and executive positions with Sharp Electronics Corporation, Philips Semiconductor and Corning Electronics. He has been serving on the board of directors of GigOptix, Inc. since June 2010. Mr. Schneider serves as a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Company's Board of Directors. He holds a B.S. in Electrical Engineering from West Virginia University and an M.B.A. from Northwestern University's Kellogg School of Business.