Elizabeth Schwarting
LATTICE SEMICONDUCTORAbout Elizabeth Schwarting
Independent director of Lattice Semiconductor (LSCC), age 61, serving since March 2023, with deep automotive electronics and ADAS leadership experience and current public company board service at Ambarella Corporation . She is independent under SEC/Nasdaq rules and chairs LSCC’s Nominating and Governance Committee (chair role effective February 2024, continuing into 2025) . In fiscal 2024, each director attended at least 75% of board and committee meetings; the board held 8 meetings and the Nominating & Governance Committee met 6 times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DBS Ventures, LLC | Principal Member (consultant/advisor focused on automotive tech: ADAS, automated driving, domain controllers, power electronics) | Oct 2015–Oct 2024 | Market/regulatory/BD advisory; emphasizes automotive electronics expertise |
| Delphi Corporation (now Aptiv PLC) | Vice President, Electronic Controls business unit (ADAS & Safety, Body Electronics & Security, Power Electronics for HEVs/EVs); prior leadership roles including VP Safety Systems, Global Director Sales & Marketing, GM Global Customer Director (GM) | 1999–2015 (VP EC 2009–2015) | Led global team across ADAS/safety, electronics, power electronics; executive committee member |
| Eastman Kodak Company | General Manager and VP, Strategic Accounts, Consumer Imaging Division | Dates not disclosed | Strategic accounts leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ambarella Corporation | Director | Current | Shared board service with LSCC Chair D. Jeffrey Richardson (Ambarella director since 2014) |
Board Governance
- Committee assignments: Member and Chair of the Nominating and Governance Committee (chair beginning Feb 2024; continues post May 1, 2025) .
- Independence: Board determined all directors except the CEO are independent; committee members are independent under SEC/Nasdaq .
- Attendance and engagement: Board met 8 times; each director attended ≥75% of board/committee meetings. Nominating & Governance met 6 times and led the CEO search and board/committee evaluations; as Chair, Schwarting leads the board’s self-evaluation process .
- Board leadership: Independent Chair structure; independent directors meet regularly in executive session .
| Governance Item | FY2024 Detail |
|---|---|
| Board meetings | 8 meetings |
| Nominating & Governance meetings | 6 meetings |
| Director attendance | Each director ≥75% of board and committee meetings |
| Independence status | Independent director; independent committee member |
| Evaluation process | Nominating & Governance Chair leads board/committee self-evaluation |
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Annual Board cash retainer | $60,000 |
| Nominating & Governance Committee fees | $13,750 |
| Total cash fees earned | $73,750 |
Compensation structure for non-employee directors: cash retainers plus an annual RSU grant sized at $190,000, vesting 100% on the first anniversary; committee chair/member retainers: Audit Chair $20,000, Compensation Chair $15,000, Nominating & Governance Chair $10,000; Audit/Comp committee members $10,000; Nom & Gov members $5,000. Change-in-control generally accelerates unvested RSUs/options. Annual cap $500,000 (up to $750,000 in year of board joining) .
Performance Compensation
| Equity Component | Grant Value (FY2024) | Units Unvested at 12/28/2024 | Vesting / Performance Metrics |
|---|---|---|---|
| Annual RSU grant | $189,988 | 2,671 RSUs | Time-based; vests 100% on first anniversary of grant; no performance metrics for directors |
Directors do not receive option awards or PSU/PRSU tied to operating metrics; equity is time-based RSUs per policy .
Other Directorships & Interlocks
| External Board | Role | Interlock/Notes |
|---|---|---|
| Ambarella Corporation | Director | Network interlock exists: LSCC Chair D. Jeffrey Richardson also serves on Ambarella’s board. LSCC notes no compensation committee interlocks during FY2024 and independence determinations consider commercial relationships; no material interests deemed to impair independence . |
Expertise & Qualifications
- Automotive electronics, ADAS/safety, domain controllers, and power electronics leadership across global teams at Delphi/Aptiv; governance experience from Ambarella service .
- As Nominating & Governance Chair, leads board succession, composition, ESG oversight coordination, and board/committee evaluations, reflecting governance depth and engagement .
- Board seeks diverse skills and public company governance literacy; committee members are independent and financially literate where applicable across committees .
Equity Ownership
| Ownership Item | Amount / Status |
|---|---|
| Beneficial ownership (common) as of Mar 3, 2025 | 1,920 shares; <1% of outstanding |
| Unvested RSUs (director equity) at Dec 28, 2024 | 2,671 units |
| Shares pledged as collateral | None reported; company policy prohibits pledging and hedging for directors/officers/employees |
| Insider reporting compliance | All Section 16(a) reports timely for FY2024 |
| Ownership guidelines | Company maintains stock ownership policy for non-employee directors; specific multiples not disclosed in proxy |
Governance Assessment
- Strengths: Independent director with relevant end-market expertise; chairs Nominating & Governance with active board evaluation and CEO search engagement; strong attendance; independent board leadership; clear director pay framework with modest cash retainer and equity mostly time-based; hedging/pledging prohibited; no compensation committee interlocks; robust related-party transaction controls .
- Ownership alignment: Holds LSCC shares and annual RSUs; unvested RSUs provide holding power; director ownership policy in place (multiples not disclosed) .
- Potential watchpoints: Network interlock via Ambarella with LSCC Chair (information flow beneficial; monitor for any supplier/customer relationships or transactions). LSCC’s independence review cites no material interests impairing independence; no pledging or related-party transactions disclosed .
- Investor signals: 2024 say-on-pay support >97% indicates broad shareholder confidence in compensation governance; committee independence and clawback policy in place .