Microchip officer granted 1,755 PSUs tied to 29.0% margin target
Rhea-AI Filing Summary
Joseph R. Krawczyk II, Senior Vice President, Worldwide Client Engagement at Microchip Technology Incorporated (MCHP), reported changes in his beneficial ownership on 10/01/2025. The filing shows a disposition of 16,315 shares of common stock (reported as Code V). On the same date he was credited with multiple equity awards: 1,755 restricted stock units (RSUs), 1,755 performance stock units (PSUs), and several additional RSU/PSU tranches of 75, 124, and 125 units. The RSUs vest on specified dates in 2027, 2028, and 11/15/2029 provided continued service; vested RSUs will be delivered as common stock. The PSUs vest on 11/15/2028 and 11/15/2029 subject to service and achievement of a cumulative 29.0% non-GAAP operating margin over 12 quarters ending 9/30/2028
Positive
- Grant of 1,755 RSUs with vesting through 11/15/2029 to retain executive talent
- Grant of 1,755 PSUs tied to a clear performance target of 29.0% cumulative non-GAAP operating margin through 9/30/2028
Negative
- Reported disposition of 16,315 common shares on 10/01/2025
Insights
Insider received long-term equity awards while also reporting a sizeable share disposition
The filing records new grants totaling 3,834 target equity units across RSUs and PSUs plus additional smaller tranches, and a reported disposition of 16,315 common shares on 10/01/2025. The RSUs have multi-year vesting dates in 2027, 2028, and 2029, indicating retention-focused compensation. The PSUs depend on achieving a cumulative 29.0% non-GAAP operating margin through 9/30/2028, linking pay to multi-quarter operating performance.
This matters because the awards are structured to align executive incentives with multi-quarter profitability metrics and long-term service; the reported disposition quantifies near-term share movement by the officer.
Transaction mix shows routine grant-and-vesting activity under company equity plan
The Form 4 lists awards granted under the Microchip 2004 Equity Incentive Plan and clarifies vesting conditions and delivery of shares upon vesting. The PSUs are performance-contingent and tied to an explicit cumulative margin target, while RSUs are time-based with specific vest dates. The filing is signed by an attorney-in-fact on 10/03/2025.
This is material to governance because it discloses how executive pay is conditioned on both continued service and a defined profitability metric, and it records the officer's reported change in direct share holdings.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 1,755 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 1,755 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 75 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 124 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 125 | $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 29.0% 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 November 15, 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. The restricted stock units will vest in full on November 15, 2027 as long as the individual remains a service provider through the vesting date. Vested shares will be delivered to the reporting person upon vest. The restricted stock units will vest in full on November 15, 2028 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 (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 29.0% 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 November 15, 2028 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.
