MCHP Amended Form 4: CFO Granted 3,071 RSUs and 3,071 PSUs
Rhea-AI Filing Summary
James Eric Bjornholt, Senior Vice President and Chief Financial Officer of Microchip Technology Incorporated (MCHP), filed an amended Form 4 reporting equity awards and existing indirect holdings. The amendment corrects the performance target to a cumulative non-GAAP operating margin of 30.0% over 12 quarters ending September 30, 2028. On October 1, 2025, the reporting person was granted 3,071 restricted stock units (RSUs) and 3,071 performance stock units (PSUs), each contingent on service and, for PSUs, company performance. The RSUs and any earned PSUs vest and will be delivered on November 15, 2029, provided continued service through vesting.
The filing also shows 30,089 shares of common stock beneficially owned indirectly by the reporting person via a trust. The amendment was filed to state the PSU performance metric precisely as 30.0%, and notes that later reports are deemed to include this correction.
Positive
- Clear disclosure of equity awards and correction of PSU metric to 30.0%
- Retention alignment: RSUs and PSUs vest on November 15, 2029, encouraging long-term service
- Performance linkage: PSUs tie pay to cumulative non-GAAP operating margin over 12 quarters
Negative
- Performance hurdle is specific and potentially demanding (30.0% cumulative margin), which could result in lower PSU payouts if not met
- Significant indirect holdings of 30,089 shares are controlled via trust, which may limit direct open-market buying/selling flexibility
Insights
Long-term equity awards align CFO incentives to multi-year margin targets.
The grant of 3,071 RSUs and 3,071 PSUs creates both straight service-based retention (RSUs vesting on November 15, 2029) and performance-linked upside (PSUs tied to a cumulative non-GAAP operating margin of 30.0% through September 30, 2028). Vesting and delivery depend on continued service, which supports retention through the vesting date.
Execution risks include achieving the specified cumulative margin over a 12-quarter window; if the company falls short the actual PSU payout could be lower than target. Monitor published quarterly non-GAAP operating margins through Q3 2028 to assess likely PSU attainment within the measurement period.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 3,071 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 3,071 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Each restricted stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock. The restricted stock units will vest in full on November 15, 2029 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest. Each performance stock unit represents a contingent right to receive one share of Microchip Technology Incorporated common stock. Each Performance Stock Unit (PSU) granted under the Microchip Technology Incorporated (Microchip) 2004 Equity Incentive Plan represents a contingent right to receive shares of Microchip common stock based on Microchip's cumulative non-GAAP operating margin over a period of 12 quarters ending September 30, 2028. The target number of PSU shares that may be earned is reported in the table above and is based on Microchip achieving a cumulative non-GAAP operating margin of 30.0% over the 12 quarter measurement period. The actual number of shares that may be earned can be higher or lower than the target depending on Microchip's non-GAAP operating margin over the measurement period. Earned PSUs will vest on November15, 2029 as long as the reporting person remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest. This Amended Form 4 is filed to accurately report the non-GAAP operating margin as 30.0%. All subsequent reports filed after this date are deemed to include the modification herein.
