Douglas Bettinger
LATTICE SEMICONDUCTORAbout Douglas Bettinger
Douglas Bettinger, 57, has served as an independent director of Lattice Semiconductor since December 2022. He is Executive Vice President and Chief Financial Officer at Lam Research, and previously served as CFO of Avago (now Broadcom) with earlier finance roles at Xilinx, 24/7 Customer, and Intel. He holds a B.A. in Economics from the University of Wisconsin–Madison and an MBA in Finance from the University of Michigan. The Board has determined he is independent and an Audit Committee financial expert; he attended at least 75% of Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lam Research Corporation | EVP & Chief Financial Officer | 2013–present | Oversees finance, tax, treasury, IR; deep semiconductor capital equipment experience |
| Avago Technologies (Broadcom) | SVP & Chief Financial Officer | — | CFO of leading semiconductor firm; public company reporting experience |
| Xilinx; 24/7 Customer; Intel | Various executive finance roles | — | Semiconductor and tech finance operating roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SEMI (industry association) | Board of Industry Leaders | — | Semiconductor ecosystem leadership forum |
Board Governance
- Independence and committee roles:
- Independent director; member, Audit Committee (2024: Jensen (Chair), Abrams, Bettinger, Lederer; 2025E: Jensen (Chair), Abrams, Bettinger)
- Audit Committee met 8x in 2024; all members (incl. Bettinger) meet Nasdaq financial literacy and qualify as “Audit Committee Financial Expert” under SEC rules
- Attendance and engagement:
- Board held 8 meetings in 2024; each director attended >75% of Board and relevant committee meetings
- Nine directors attended the 2024 annual meeting
- Board leadership and independence:
- Independent Board Chair (separate from CEO); 8 of 9 nominees are independent
- Director independence consideration:
- Company had indirect, ordinary-course commercial relationships with Lam Research (Bettinger’s employer) and Kulicke & Soffa (another director’s company); Board concluded no “material interest” and no impairment of independence under SEC/Nasdaq rules
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Annual Board Cash Retainer | $60,000 |
| Audit Committee Member Fee | $10,000 |
| Total Cash Fees | $70,000 |
| Annual RSU Grant (grant-date fair value) | $189,988 |
| Total Director Compensation | $259,988 |
- Structure and vesting: Non-employee directors receive a $60,000 cash retainer; committee member retainers: Audit $10,000, Compensation $10,000, N&G $5,000; chairs receive $20,000 (Audit), $15,000 (Comp), $10,000 (N&G); Board Chair +$55,000. Annual RSU grant sized at $190,000, vests 100% on first anniversary; change-in-control accelerates unvested awards. Annual director pay cap $500,000 ($750,000 in year of joining).
Performance Compensation (Director)
| Performance-linked element | Details |
|---|---|
| None for directors | Director equity is time-based RSUs; no PSU/option performance metrics disclosed for directors. |
Other Directorships & Interlocks
| Entity | Type | Role/Connection | Governance Consideration |
|---|---|---|---|
| Lam Research | Employer | EVP & CFO | Indirect commercial relationship with Lattice via distribution channels; Board deemed immaterial; independence maintained |
| Compensation Committee interlocks | — | None | Company states no interlocking relationships in 2024 |
Expertise & Qualifications
- Deep semiconductor finance and operations expertise (31+ years), public company CFO experience, capital allocation, and investor relations; Audit Committee financial expert designation. Education: B.A. Economics (UW–Madison), MBA Finance (Michigan).
Equity Ownership
| Category | Amount/Status |
|---|---|
| Total beneficial ownership (common shares) | 3,299 shares; <1% of outstanding |
| Unvested director RSUs outstanding (12/28/24) | 2,671 units |
| Pledging/Hedging | Company policy prohibits hedging, pledging, options, and margin accounts for directors/officers/employees |
| Director ownership guidelines | 5x annual Board cash retainer; directors have 5 years to comply; as of 12/28/24, all non-employee directors are in compliance or within the phase-in period |
| Arrangements that may result in change of control | Company is not aware of arrangements (including pledges) that could result in change of control |
Governance Assessment
-
Strengths
- Independence affirmed despite outside employer relationship; Audit Committee financial expert; solid attendance; independent chair and majority independent board; no Section 16(a) filing delinquencies; no compensation committee interlocks.
- Director pay mix emphasizes equity aligned with shareholder outcomes; standardized, transparent fee and grant structure.
- Robust policies: anti-hedging/pledging; double-trigger CIC; clawback; stock ownership guidelines for directors.
-
Potential watch items / RED FLAGS to monitor
- External employer (Lam Research) engages in ordinary-course transactions with Lattice (via distribution channels). While deemed immaterial and non-impairing to independence, ongoing monitoring for scope, terms, and governance controls is warranted.
-
Shareholder sentiment context
- Say-on-pay support was >97% in 2024, signaling broad investor alignment with compensation governance under the Board’s oversight.