D. Jeffrey Richardson
LATTICE SEMICONDUCTORAbout D. Jeffrey Richardson
D. Jeffrey Richardson, age 60, has served on Lattice Semiconductor’s Board since December 2014 and as independent Chair of the Board since May 2018. He previously was EVP and Chief Operating Officer at LSI Corporation (2005 until its acquisition by Avago in May 2014) and held senior leadership roles at Intel, with earlier technical roles at Altera, Chips and Technologies, and Amdahl. He currently serves on the boards of Ambarella (since March 2014) and Kulicke & Soffa (since May 2020); prior directorships include Volterra (2011–2013) and Graphcore (2021–2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LSI Corporation | EVP & Chief Operating Officer; earlier EVP roles across key divisions | 2005–May 2014 | Senior operating executive through sale to Avago; led semiconductor, networking/storage and strategy groups |
| Intel Corporation | VP & GM, Server Platforms Group; leadership in Enterprise Platforms & Services | Not disclosed | General management and platform leadership experience |
| Altera; Chips and Technologies; Amdahl | Technical and management roles | Not disclosed | Semiconductor engineering/operations foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ambarella, Inc. | Director | Mar 2014–Present | Public semiconductor company; also director Elizabeth Schwarting serves on Ambarella’s board . |
| Kulicke & Soffa Industries, Inc. | Director | May 2020–Present | Public semiconductor capital equipment company; LSCC disclosed ordinary-course transactions via distribution channels with K&S in 2024; not material and did not impair independence . |
| Graphcore, Ltd. | Director | 2021–2024 | Private AI chip company; former role . |
| Volterra Corporation | Director | 2011–2013 | Former public semiconductor company . |
Board Governance
- Board leadership: Independent Chair; LSCC separates CEO and Chair roles. As Chair, Richardson leads independent director sessions; a separate lead independent director is not used given the independent Chair structure .
- Independence: Board determined all directors except the CEO are independent, including Richardson. In 2024, the Board considered LSCC’s indirect commercial relationships via distribution channels with Kulicke & Soffa (where Richardson is a director) and Lam Research (where director Bettinger is CFO) and found no material interest and no impairment of independence under SEC/Nasdaq rules .
- Committee assignments and changes:
- 2024: Member, Compensation Committee; Member, Nominating & Governance Committee .
- Effective May 1, 2025: Member, Compensation Committee; Member, Nominating & Governance Committee (chairs: Lederer and Schwarting, respectively) .
- Attendance and engagement: Board met 8 times in fiscal 2024; each current director (including Richardson) attended over 75% of Board and committee meetings during their tenure .
- Say-on-Pay and engagement: 97% approval on 2024 Say-on-Pay (for FY2023 compensation). In 2024 outreach, LSCC met with institutional holders representing ~45% of shares outstanding .
- Compensation Committee governance: Fully independent; retained Semler Brossy as independent advisor; no compensation committee interlocks in 2024 .
Fixed Compensation
| Component (FY2024 non-employee director) | Amount (USD) | Basis/Notes |
|---|---|---|
| Annual Board retainer (Director) | $60,000 | Standard non-employee director cash retainer . |
| Board Chair additional retainer | $55,000 | For independent Chair role . |
| Compensation Committee member retainer | $10,000 | Annual committee member cash retainer . |
| Nominating & Governance Committee member retainer | $5,000 | Annual committee member cash retainer . |
| Total cash earned (Richardson) | $130,000 | Sum of above for 2024 service (cash detail table) . |
- No meeting fees; retainers reviewed annually; maximum aggregate director compensation capped at $500,000 per fiscal year (higher cap only in year of joining). Unvested director RSUs generally vest in full immediately prior to a change in control .
Performance Compensation
| Equity Component (FY2024) | Grant Value | Structure | Vesting/Terms |
|---|---|---|---|
| Annual RSU grant (Richardson) | $189,988 | Fixed-value RSU divided by grant-date FMV | 100% vests on first anniversary of grant, subject to continued service; CoC acceleration applies as described above . |
| Unvested RSUs outstanding (12/28/2024) | 2,671 units | As of fiscal year-end 2024 . |
- Note: Director equity is time-based; there are no performance metrics (TSR/revenue) tied to non-employee director awards .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | Ambarella (since 2014); Kulicke & Soffa (since 2020) . |
| Prior public/private boards | Volterra (2011–2013); Graphcore (2021–2024) . |
| Potential interlocks/conflicts review | LSCC noted ordinary-course indirect commercial transactions with Kulicke & Soffa and Lam Research in 2024; determined not a material interest and did not impair independence . |
| Compensation committee interlocks | None in fiscal 2024 . |
Expertise & Qualifications
- Extensive semiconductor operating leadership (COO at LSI) with experience spanning operations, marketing, engineering, and strategic transactions; prior Intel platform leadership; technical roots at Altera/Chips & Technologies/Amdahl .
- Demonstrated governance capability as independent Chair since 2018; active service on Compensation and Nominating & Governance Committees .
Equity Ownership
| Ownership Item | Value | As-of Date/Notes |
|---|---|---|
| Beneficial ownership (shares) | 35,846 | As of March 3, 2025; less than 1% of outstanding shares . |
| Unvested director RSUs | 2,671 | As of December 28, 2024 . |
- Hedging/pledging: Company policy prohibits short sales, trading in derivatives, hedging transactions, holding in margin accounts, and pledging of LSCC securities by directors, officers, employees, and certain agents .
- Stock ownership guidelines: Non-employee directors must hold LSCC stock equal to 5× the annual cash Board retainer, with five years to comply; trading is restricted until compliant if below requirement; compliance is tested annually at the annual meeting .
Governance Assessment
- Strengths and investor-confidence signals:
- Independent Chair with long semiconductor operating background; clear separation of Chair/CEO; regular executive sessions led by Chair .
- High engagement/attendance (board/committees >75%); active committee work; robust shareholder support on Say-on-Pay (97%) and ongoing investor outreach (~45% of SO) .
- Strong alignment policies: director equity grants, 5× ownership guideline, and strict anti-hedging/anti-pledging policy; director RSUs vest over time with standard CoC acceleration .
- Compensation Committee uses an independent advisor (Semler Brossy); no interlocks or conflicts in 2024 .
- Watch items:
- External board roles in the semiconductor ecosystem (Ambarella; Kulicke & Soffa) warrant ongoing monitoring, though LSCC has determined any indirect commercial activity was ordinary course and not material to impair independence .
- As Chair, continued focus on board refreshment and oversight amid leadership transitions will be important; Board held 8 meetings in 2024, reflecting active oversight during change .