Esam Elashmawi
LATTICE SEMICONDUCTORAbout Esam Elashmawi
Esam Elashmawi (age 56) is Senior Vice President, Chief Strategy & Marketing Officer at Lattice Semiconductor and served as Interim CEO from June 3, 2024 to September 15, 2024 . He joined Lattice in September 2018 after senior roles at Microsemi and Actel, and co-founded SiliconExpert Technologies (acquired by Arrow Electronics) . 2024 corporate performance under the CIP showed non-GAAP operating income of ~$128M vs thresholds, GAAP revenue of ~$509M, yielding 0% bonus payout to NEOs; TSR in 2024 ranked at the 27th percentile vs the Russell 3000, and adjusted EBITDA was $162M vs $325M in 2023 . Education not disclosed in Company filings; tenure at Lattice since 2018 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Microsemi Corporation | SVP & General Manager | Not disclosed | Led product businesses; industry experience in FPGA/semis |
| Actel Corporation | VP of Product Development | 2010 acquisition context (Actel acquired by Microsemi in 2010) | Product development leadership in FPGA |
| SiliconExpert Technologies | Co-founder | Not disclosed | Built component management software company; later acquired by Arrow |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Elashmawi |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Base Salary (post-Interim CEO) | $541,000 | Effective Dec 1, 2024 upon return to SVP role |
| 2024 Base Salary (Interim CEO period) | $650,000 | Annualized during Interim CEO tenure (Jun 3–Sep 15, 2024) |
| 2024 CIP Target Bonus % (Interim CEO) | 100% of base salary (prorated) | Applies to Interim CEO period |
| 2024 CIP Target Bonus % (SVP period) | 85% of base salary (prorated) | Applies outside Interim CEO period |
| 2024 Actual Bonus Paid | $0 | CIP payout 0% due to unmet financial thresholds |
| 2023 Base Salary | $420,000 | Prior-year reference |
Performance Compensation
| Metric | Weighting | Target / Threshold | Actual (FY2024) | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Non-GAAP Operating Income | 33% | Threshold $166.3M; Max $390.2M | ~$127.6M | 0% | Annual CIP (none paid) |
| Revenue (GAAP) | 33% | Threshold $594.0M; Max $975.5M | ~$509M | 0% | Annual CIP (none paid) |
| Management Objectives | 33% | Multi-factor objectives (gross margin, product cadence, design wins, engagement, productivity, ESG) | 57% attainment | 0% (no financial thresholds met) | Annual CIP (none paid) |
Equity Awards (2024 Grants and Structures)
| Award | Grant Date | Metric/Criteria | Target Units | Target Value | Payout Range | Key Vesting Terms |
|---|---|---|---|---|---|---|
| TSR PRSU | 2/16/2024 | Relative TSR vs Russell 3000; 26th=50%, 55th=100%, 75th=200% | 18,645 | $1,250,000 | 0–200% (NEOs) | Cliff at 3-year anniversary of grant |
| Revenue Growth PRSU | 6/26/2024 | YoY organic revenue growth; must exceed Gartner Non-Memory benchmark; ≥10% = ≥100% | 118,389 | $7,500,000 | 0–250% | Four tranches; modified to FY2026–FY2029 measurement, vest ~13 months after each period |
| Transition RSU | 7/9/2024 | Time-based retention | 25,124 | $1,500,000 | N/A | 1/3 vested 1/1/2025; 2/3 vest 1/1/2026 |
| Transition RSU | 12/17/2024 | Time-based retention | 20,845 | $1,200,000 | N/A | 50% vest on 1st anniversary; 50% on 2nd |
| Prior TSR PRSU (2011 vintage) | Vesting Result | Notes |
|---|---|---|
| 2/19/2021 tranche | 200% of target (25,086 shares earned) | Achieved >75th percentile TSR; earned tranche recorded in 2024 |
Equity Ownership & Alignment
- Beneficial ownership: 249,362 shares as of March 3, 2025 .
- Shares outstanding: 137,614,370 as of record date (Mar 3, 2025) ; Elashmawi’s ownership ≈ 0.18% (249,362 / 137,614,370) .
- Unvested/earned award inventory (selected): Revenue Growth PRSU 118,389 units; TSR PRSU 18,645 units; Transition RSU 25,124 units; Transition RSU 20,844 units (see Outstanding Equity Awards table) .
- Stock ownership guidelines: Section 16 officers must hold ≥2× base salary; compliance phase-in is 5 years; as of Dec 28, 2024 all executive officers are compliant or within phase-in .
- Hedging/pledging: Prohibited for directors/officers; also bans margin accounts and publicly-traded options in Company stock .
| Ownership Item | Value |
|---|---|
| Shares owned | 249,362 |
| % of outstanding | ~0.18% (calc from 137,614,370 shares) |
| Key unvested awards | 118,389 (Revenue PRSU); 18,645 (TSR PRSU); 25,124/20,844 (Transition RSUs) |
Vesting and Potential Selling Pressure Calendar (selected)
- 2/16/2025: 25% initial vest for 2/16/2024 time-based RSUs; TSR PRSU still cliff at 3 years .
- 1/1/2026: Remaining Transition RSU from 7/9/2024 vests (2/3) .
- 12/17/2025 & 12/17/2026: 50%/50% vest for 12/17/2024 Transition RSU .
- FY2026–FY2029: Revenue Growth PRSU measurement; tranches vest ~13 months after each FY measurement .
Employment Terms
| Provision | Elashmawi Terms |
|---|---|
| Employment Agreement | Yes (amended to current form in 2020) |
| Severance (no CoC) | Lump sum = base salary + target bonus (pro-rated by month and anticipated bonus %); 12 months COBRA reimbursement |
| Change-in-Control (double trigger) | Cash = base salary + 100% of target bonus (no pro-ration); full vesting of service-vested equity; performance awards follow award terms with TSR treatment defined (convert to RSUs, vest on original dates) |
| Good Reason | Material diminution in duties/comp; breach; relocation >30 miles with cure/notice mechanics |
| Cause | Defined (material breach, refusal to follow lawful instructions, fraud, insider policy violations, wrongful disclosure, felony) |
| Clawback | Dodd-Frank/Nasdaq compliant clawback (Oct 2, 2023), plus prior policy for earlier awards |
| Tax gross-ups | None; “best-net” cutback if 280G/4999 applies |
| Insider trading | Hedging/pledging/derivatives banned |
Performance & Track Record
| Metric | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Revenue (GAAP, $M) | — | ~$509 | Proxy discloses FY2024 for CIP; FY2023 not in CIP section |
| Non-GAAP Operating Income ($M) | ~$293.6 | ~$127.6 | CIP used non-GAAP OI |
| Adjusted EBITDA ($M) | $324.7 | $162.0 | Company reconciliation |
| TSR Percentile vs Russell 3000 | 43rd (2023) | 27th (2024) | Pay-vs-Performance table |
Highlights tied to Elashmawi’s strategy roles:
- Drove product portfolio expansion (Avant 30/50, Nexus 2), software solution stacks updates (sensAI, mVision, Automate, Drive), and tool enhancements (Radiant, Propel) during 2024 .
- Leadership transitions: Appointed Interim CEO in June 2024; returned to strategy role post-CEO appointment (Sep 16, 2024) .
Compensation Committee Analysis
- Committee composition and independence affirmed; nine meetings in FY2024 .
- Independent consultant Semler Brossy engaged; no conflicts; advised on CEO hire package and interim roles .
- Peer group (e.g., Cirrus Logic, Semtech, Skyworks, Teradyne, etc.) used for benchmarking; maintained in Aug 2024 .
- Say-on-Pay approval 97% at 2024 annual meeting (for FY2023 pay) .
- Policies: Double-trigger CoC, no option repricing, hedging/pledging bans, stock ownership rules (2× salary for Section 16 officers), clawback in place .
Compensation Structure Analysis
- Shift toward PRSUs: On average ~62% of NEO pay in PRSUs; 0% CIP payout for FY2024 indicates rigor in short-term incentives .
- Retention RSUs increased mid-2024 and in Dec-2024 to bolster holding power during leadership transition .
- Revenue PRSUs performance period modified on Feb 28, 2025 to align with new growth strategy (FY2026–FY2029), maintaining ≥10% YoY growth hurdle and benchmark-outperformance requirement .
- No stock options granted since 2018; time-based RSUs/RSAs and PRSUs dominate .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay (covering FY2023) approved by >97% of votes; Board continued focus on pay-for-performance and talent attraction/retention during transition .
Equity Ownership & Alignment Details
| Element | Policy/Status |
|---|---|
| Ownership guideline | 2× base salary for Section 16 officers; 5× board annual cash retainer for directors; 5-year phase-in |
| Compliance | Executives compliant or in phase-in as of Dec 28, 2024 |
| Hedging/pledging | Prohibited |
Employment Terms (Severance & CoC Economics) – Quantitative Illustration
| Scenario (as of 12/28/2024) | Cash Severance ($) | Insurance ($) | Equity Vesting Value ($) | Total ($) |
|---|---|---|---|---|
| Elashmawi – Involuntary Termination (no CoC) | $1,000,850 | $36,160 | — | $1,037,010 |
| Elashmawi – Involuntary Termination (with CoC) | $1,000,850 | $36,160 | $15,777,696 | $16,841,706 |
Note: Equity value calculated at $58.96/share at FY2024 year-end per proxy methodology .
Investment Implications
- Alignment and rigor: Zero CIP payout in FY2024 underscores disciplined short-term pay; heavy PRSU weighting (TSR and multi-year revenue growth) aligns executive rewards with shareholder outcomes, but shifts realizable pay to longer-dated metrics .
- Retention and overhang: Transition RSUs (2025–2026) and large multi-year Revenue PRSUs (FY2026–FY2029) create meaningful unvested holding power—supporting retention but implying periodic Form 4 activity around vesting dates (potential supply overhang) .
- CoC protections: Double-trigger severance and comprehensive equity treatment reduce turnover risk in change-of-control scenarios without tax gross-ups; investors should model incremental dilution and accelerated vesting exposure under CoC paths .
- Execution risk: 2024 TSR underperformance (27th percentile) and EBITDA compression reflect cyclicality and transition; success of Avant/Nexus 2 and software stacks is critical for hitting ≥10% YoY revenue hurdles versus Gartner benchmark embedded in PRSUs (FY2026 onward) .
- Governance: Strong shareholder support on Say-on-Pay (97%), independent Compensation Committee with external advisor, and strict hedging/pledging prohibitions reduce governance red flags; modification of revenue PRSUs in Feb 2025 merits monitoring for target rigor and disclosure consistency .