VICOR CORP (VICR)
Sector: Industrials
2026 Annual Meeting Analysis
VICOR CORP · Meeting: June 19, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
To fix the number of Directors at eleven and to elect the eleven nominees named in the attached proxy statement as Directors to hold office until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.
Anderson has deep semiconductor industry expertise and relevant executive experience; no overboarding, attendance, independence, or familial relationship issues; VICR's 3-year price return of 512% is strongly positive and while the proxy discloses the S&P SmallCap 600 (^SML) as the peer benchmark where VICR showed $119 vs. peer group $142 over five years, the absolute 3-year return is far above +20% requiring an 80pp ETF-fallback gap to trigger, and named-peer underperformance does not approach 65pp against a strong positive absolute return; no TSR trigger fires.
Carlson has extensive public-company executive and semiconductor industry experience, chairs the Audit Committee with disclosed financial expertise, no overboarding or attendance concerns, and the TSR trigger does not fire given VICR's strongly positive 3-year return of 512% and the high 65pp named-peer threshold required at that return level.
Davies is an executive director (Corporate VP, Global Sales and Marketing) with deep industry expertise; no familial relationships, attendance issues, or overboarding; the TSR trigger does not fire given VICR's 512% 3-year absolute return requiring 65pp named-peer underperformance to trigger, which is not met.
D'Amico has directly relevant intellectual property and patent law expertise serving Vicor's licensing-intensive business; no overboarding or attendance issues; the TSR trigger does not fire given VICR's strongly positive 3-year return; his related-party compensation arrangement is disclosed and approved by the Audit Committee.
Eichten is an early investor and 45-year board member with deep knowledge of the company and power conversion technology; no overboarding or attendance issues; the TSR trigger does not fire at VICR's 512% 3-year absolute return level.
Lavie joined the board in 2022, within the 24-month new-director exemption window at the time of the most recent underperformance period, and brings substantial semiconductor industry expertise; no overboarding or attendance concerns flagged; TSR trigger does not fire.
McNamara is an executive director (Corporate VP, General Manager Operations) with long operational experience at Vicor; no familial relationships, attendance issues, or overboarding; the TSR trigger does not fire given VICR's strongly positive 3-year return.
Schmidt is an executive director (CFO) with relevant financial and semiconductor industry experience; no overboarding, attendance, or familial relationship issues; the TSR trigger does not fire given VICR's 512% 3-year absolute return.
Shen joined in 2022 and brings deep power electronics and semiconductor academic and industry expertise; no overboarding or attendance concerns; TSR trigger does not fire at VICR's 512% 3-year return level.
Tuozzolo is an executive director (President, Vicor Power Components) with deep technical and operational expertise in the company's core business; no familial relationships, overboarding, or attendance issues; TSR trigger does not fire.
Vinciarelli is the founder and long-tenured CEO/Chairman with 79.1% voting control; while the dual role and founder-control structure is a governance concern, the TSR trigger does not fire given VICR's extraordinary 512% 3-year return, which far exceeds the 65pp named-peer threshold required for a strongly positive absolute return; his total compensation of $702,202 is well below benchmark for a CEO at a $12B company, passing the pay-level screen independently.
All eleven directors are recommended FOR. VICR's 3-year price return of 512% is strongly positive, meaning the named-peer underperformance threshold required to trigger a AGAINST vote is 65 percentage points — a bar that is not met even accounting for the proxy's disclosed peer group (S&P SmallCap 600, ^SML) showing VICR's cumulative TSR of $119 vs. the peer group's $142 over the five-year pay-versus-performance period. No director has overboarding, attendance, or independence-on-audit/compensation-committee issues. The company is founder-controlled, which is a structural governance concern, but does not independently trigger a policy-based AGAINST vote under the TSR framework given VICR's strong performance.
Say on Pay
✓ FORCEO
Patrizio Vinciarelli
Total Comp
$702,202
Prior Support
N/A
The CEO's total compensation of $702,202 — including a base salary of $479,257, stock option awards valued at $160,242, and $62,703 in other compensation — is exceptionally modest for a CEO of a $12 billion market-cap technology company and is well within benchmark. The other named executive officers also receive relatively modest total compensation, with the highest-paid (Davies at $1.55 million) driven primarily by stock options tied to specific performance achievements including licensing success. The company has a clawback policy adopted in 2023, and while the stock option plan lacks explicit multi-year TSR performance conditions (options vest over time rather than against measurable performance targets), the overall pay levels are so far below market benchmarks that no pay-level or pay-for-performance threshold is breached; VICR's 3-year stock return of 512% also validates that incentive pay has been earned alongside extraordinary shareholder returns.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,275,318
Non-Audit Fees
$314,039
Non-audit fees (tax fees of $314,039) represent approximately 13.8% of audit fees ($2,275,318), well below the 50% threshold that would raise independence concerns. No material restatements are disclosed. KPMG is a Big 4 firm appropriate for a company of VICR's size and complexity. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy. The 2024 audit-related fees of $327,000 related to a one-time ERP system implementation assessment and do not recur in 2025, which is a benign explanation for the prior-year elevated non-audit ratio.
Overall Assessment
The 2026 Vicor Corporation annual meeting presents two substantive proposals — director elections and an advisory say-on-pay vote — both of which receive FOR determinations under the voting policy. Executive compensation is exceptionally modest relative to VICR's $12 billion market cap, VICR's stock has returned 512% over three years far exceeding the benchmarks needed to trigger director-accountability votes, and KPMG's non-audit fee ratio of 14% is comfortably within acceptable limits; no policy triggers fire across any proposal.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing