MCHP Form 4: COO holds 151,057 shares; PSUs tied to 29.0% margin
Rhea-AI Filing Summary
Microchip Technology reported an insider Form 4 for Richard J. Simoncic, the company’s Chief Operating Officer, disclosing non‑derivative and derivative equity awards granted on 10/01/2025. The filing shows 151,057 shares held indirectly in a trust and two new awards delivered directly: 4,874 Restricted Stock Units (RSUs) and 4,875 Performance Stock Units (PSUs). The RSUs vest in full on November 15, 2029 if service continues. The PSUs vest on the same date and are earned based on Microchip’s cumulative non‑GAAP operating margin over 12 quarters ending September 30, 2028, with the target based on achieving 29.0% cumulative margin. Vested awards convert one‑for‑one into common shares.
Positive
- 4,875 PSUs link compensation to a clear performance metric (29.0% cumulative non‑GAAP operating margin)
- Long vesting schedule to November 15, 2029 supports executive retention
Negative
- No payout certainty: PSUs depend on achieving a cumulative margin target over 12 quarters ending 9/30/2028
- Concentration: Reporting person holds 151,057 shares indirectly, creating concentrated insider exposure
Insights
Grant aligns executive pay with long‑term operating margin performance.
The filing documents grants of 4,874 RSUs and 4,875 PSUs to COO Richard J. Simoncic on 10/01/2025, both vesting on November 15, 2029 subject to continued service. The PSU payout depends on cumulative non‑GAAP operating margin over 12 quarters ending 9/30/2028 with a 29.0% target.
This structure ties a portion of compensation to sustained profitability rather than time alone, which can strengthen alignment between management decisions and margin improvement goals. The awards are time‑locked through 2029, creating a multi‑year retention incentive.
Reporting shows significant indirect holdings plus modest new awards.
The report lists 151,057 shares held indirectly in a trust, indicating material existing ownership by the reporting person. The newly reported 9,749 total contingent units (RSUs+PSUs) represent a modest incremental grant relative to the indirect holdings.
Because the PSUs are performance‑based and the RSUs vest only with continued service, the economic impact depends on future vesting outcomes; the filing contains no information on settlement timing beyond the vest date.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 4,874 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 4,875 | $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.
