Ford Tamer
LATTICE SEMICONDUCTORAbout Ford Tamer
Ford Tamer, 63, joined Lattice Semiconductor as President, Chief Executive Officer, and Director on September 16, 2024. He holds an M.S. and Ph.D. in engineering from MIT and previously led Inphi (CEO), Telegent Systems (CEO), and held senior roles at Broadcom and Agere, as well as operating roles in private equity and venture capital . In FY 2024, Lattice generated GAAP net income of $61.1 million and Adjusted EBITDA of $161.966 million; company TSR ranked at the 27th percentile relative to the Russell 3000 for 2024, reflecting macro and inventory normalization dynamics in the transition year . The Board maintains an independent Chair structure with eight of nine directors independent, mitigating dual-role governance concerns from the CEO also serving as a director .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Francisco Partners | Senior Operating Partner | Sep 2022–Sep 2024 | Operating oversight; portfolio value creation in semis/software |
| Inphi Corporation | President & CEO (Director) | Feb 2012–Apr 2021 | Led high-speed connectivity leader to sale to Marvell (Apr 2021) |
| Telegent Systems | Chief Executive Officer | Jun 2010–Aug 2011 | Restructuring/strategic transition in broadcast/mobile TV |
| Khosla Ventures | Partner | Sep 2007–Apr 2010 | Early-stage investment and scaling in infrastructure technologies |
| Broadcom | SVP & GM, Infrastructure Networking Group | Jun 2002–Sep 2007 | Grew infrastructure networking portfolio; platform execution |
| Agere Inc./Agere Systems | CEO of Agere Inc; then VP, Agere Systems | Sep 1998–Apr 2002 | Led pre-spin unit; senior leadership post spin-out at Lucent/Agere |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Teradyne | Director | Current (stepping down May 2025) | Announced board departure in May 2025 |
| Marvell Technology | Director | Apr 2021–Sep 2024 | Board service post-Inphi acquisition |
| Groq Inc. | Director | Dec 2021–Dec 2024 | AI hardware startup governance |
Fixed Compensation
| Component | FY 2024 Value/Terms | Notes |
|---|---|---|
| Base Salary | $800,000 | Effective on start date (Sep 16, 2024) |
| Target Bonus (CIP) | 125% of base salary | Prorated for days as CEO in FY 2024 |
| Actual Bonus Paid (FY 2024) | $0 | Thresholds not met under CIP |
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Corporate Incentive Plan (cash) | Non-GAAP operating income | 33% | Threshold $166.3M; Max $390.2M | Actual ~$128M; payout 0% | Annual FY 2024 cash |
| Corporate Incentive Plan (cash) | Revenue | 33% | Threshold $594.0M; Max $975.5M | Actual ~$509M; payout 0% | Annual FY 2024 cash |
| Corporate Incentive Plan (cash) | Management objectives | 33% | Programmatic goals | Attainment 57% but gated to 0% payout | Annual FY 2024 cash |
| TSR PRSU (FY 2024) | Relative TSR vs Russell 3000 | N/A | 255,745 target shares; vest 0–250% based on percentile | Not yet measured | 3rd anniversary of start date; CEO cap 250% |
| Revenue Growth PRSU (Sign-on) | YoY organic revenue growth (>10% and > Gartner non-memory benchmark) | N/A | 218,586 target shares; 0–250% of target | Periods modified: FY 2026–FY 2029 comparisons | Vests 13 months after each period’s measurement; modified Feb 28, 2025 |
| Stock Price Appreciation PRSU (Sign-on) | Sustained stock price increase (25%–200%) | N/A | 219,732 target shares; 25%–250% of target | In-flight | Staged vest on 3rd–6th anniversaries upon goal achievement |
| Time-based RSA (FY 2024 prorated) | Service | N/A | $1.7M grant | In-flight | 25% at first anniversary; then 6.25% quarterly |
| Time-based RSA (FY 2025) | Service | N/A | $5.0M grant | In-flight | 25% on Feb 15, 2026; then 6.25% quarterly |
| TSR PRSU (FY 2025) | Relative TSR vs Russell 3000 | N/A | $5.0M grant value | Not yet measured | Tested Feb 15, 2028; cap up to 250% |
Equity Ownership & Alignment
- Beneficial ownership: The proxy indicates Ford Tamer’s beneficial ownership is less than 1% of shares outstanding; the table footnote notes 0 RSUs vesting within 60 days of March 3, 2025 .
- Ownership guidelines: CEO must hold shares equal to 3x base salary within five years; all executive officers are in compliance or within phase-in period as of Dec 28, 2024 .
- Hedging/pledging: Company policy prohibits hedging, pledging, short sales, and margin accounts for directors/officers .
- Options: As of Dec 28, 2024, Lattice reported no outstanding options; equity is primarily RSUs/PRSUs .
- FY 2024 stock awards vesting: The proxy table shows 255,745 shares acquired on vesting for Mr. Tamer in 2024, with $12,866,531 value realized, consistent with significant new-hire equity .
| Ownership Item | Status |
|---|---|
| Shares beneficially owned | <1%; exact count not numerically disclosed; 0 RSUs vesting within 60 days |
| Ownership guideline compliance | Within phase-in/compliant (CEO 3x salary requirement) |
| Pledged shares | Prohibited under policy |
| Hedging | Prohibited under policy |
| Options outstanding | None at company level (as of 12/28/24) |
Employment Terms
| Term | Provision |
|---|---|
| Start date | September 16, 2024 (CEO & Director) |
| Severance (involuntary termination without cause/for good reason) | Lump sum equal to then-base salary plus estimated annual incentive for year of termination; 12 months COBRA reimbursement; equity acceleration equal to 12 months of service (24 months for RSAs if termination before second anniversary); PRSUs vest at target for testing dates within 12 months post-termination (subject to timing) |
| Change-in-control | Double-trigger: full vesting of all outstanding equity; cash severance increased to 2x base salary + 2x target bonus; applies for terminations from 90 days pre-CIC to 24 months post-CIC |
| 280G/4999 tax | Cutback to avoid excise tax if more favorable after-tax; no gross-ups |
| Clawback | Executive compensation recovery policy for restatements |
| Non-solicit/non-disparagement | Required to receive severance; non-compete not disclosed |
Board Governance (Director service, committees, independence)
- Board service: Director since 2024; not designated to Board committees; committee composition effective May 1, 2025 excludes the CEO from Audit, Compensation, and Nominating/Governance Committees .
- Independent structure: Eight of nine director nominees are independent; CEO (Tamer) is not independent; independent Chair (D. Jeffrey Richardson) leads executive sessions of independent directors .
- Attendance: Each current director attended over 75% of Board and committee meetings in FY 2024 .
Performance & Track Record
| Metric/Highlight | FY 2024 Data |
|---|---|
| Net income (GAAP) | $61.1M |
| Adjusted EBITDA | $161.966M |
| Relative TSR | 27th percentile vs Russell 3000 (2024) |
| New product revenue | Double-digit growth YoY (Nexus/Avant) |
| Capital returns | $100M additional repurchase authorization through Dec 2025; ~6M shares repurchased since Q4 2020, reducing dilution by >4.3% |
| Balance sheet | Strong cash flow from operations; zero debt |
| Product cadence | Nexus 2 platform; Avant 30/50 devices; expanded software stacks (sensAI, mVision, Automate, Drive) |
| Ecosystem engagement | >6,000 registrants at Developers Conference; customer speakers (Dell, Ericsson, Microsoft, etc.) |
Compensation Peer Group (Benchmarking)
| Peer Companies (2024 review) |
|---|
| Axcelis, Cirrus Logic, Wolfspeed, Diodes, MACOM, MaxLinear, Monolithic Power Systems, Nanometrics, Power Integrations, Semtech, Silicon Labs, Skyworks, Synaptics, Teradyne, Universal Display |
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| Say-on-Pay (2024 meeting; FY 2023 compensation) | >97% approval; annual say-on-pay maintained |
Investment Implications
- Pay-for-performance alignment: 99% of CEO new-hire compensation is variable, with substantial PRSU weight tied to TSR, revenue growth vs Gartner benchmark, and multi-year stock price appreciation—supporting long-term alignment and retention; FY 2024 CIP paid 0% due to threshold gating, demonstrating downside discipline .
- Vesting and selling pressure: Multi-year cliff and staged vesting across RSA and PRSU tranches (3–6 years for SPA PRSU; 13-month post-period vest for revenue PRSUs) should temper near-term selling; policy prohibits hedging/pledging, reducing alignment red flags .
- Governance strength: Independent Chair, broad committee independence, and strong attendance mitigate dual-role risks from CEO also being a director .
- Retention and change-of-control economics: Double-trigger CIC (2x salary+bonus and full equity vest) plus single-trigger involuntary protections and accelerated vesting provide competitive retention; absence of 280G gross-ups reduces shareholder-unfriendly optics .
- Execution risk: Leadership transitions in 2024–2025 (CEO, CFO) and revenue PRSU modifications to FY 2026–FY 2029 underscore a multi-year ramp; performance targets require exceeding market benchmarks, implying ambitious growth expectations .