James Lederer
LATTICE SEMICONDUCTORAbout James Lederer
James Lederer (age 64) has served as an independent director of Lattice Semiconductor since March 2018. He is a former Executive Vice President of Qualcomm Technologies, Inc., where he held dual CFO & COO roles for Qualcomm CDMA Technologies (QCT) from 2008 until his retirement in January 2014, and previously served as CFO of Qualcomm’s largest segment with senior roles spanning finance, strategy, and operations; earlier career roles included management positions at Motorola, General Motors, and Scott Aviation. He holds a B.S. in Business Administration and an MBA from the State University of New York at Buffalo. He currently serves on the board of Entegris, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qualcomm Technologies, Inc. (QCT) | Executive Vice President; CFO & COO | 2008–Jan 2014 | Led finance and operations for Qualcomm’s semiconductor division |
| Qualcomm, Inc. | CFO of largest segment; SVP Finance & Business Operations; other senior roles | Pre-2008 (dates not specified) | Corporate finance, strategic planning, corporate development |
| Motorola; General Motors; Scott Aviation | Management positions | Not disclosed | Operations and finance experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Entegris, Inc. | Director | Current (date not disclosed) | Public company directorship |
| SUNY Buffalo School of Management | Dean’s Advisory Council member | Current (date not disclosed) | Advisory role |
Board Governance
- Independence and role: The Board determined all directors except the CEO are independent; Lederer is independent. He serves as Chair of the Compensation Committee and is a member of the Audit Committee; effective May 1, 2025, he continues as Compensation Committee Chair with committee composition refreshed. He qualifies as an Audit Committee Financial Expert under SEC rules.
- Committee assignments and meetings (FY2024):
- Compensation Committee: Chair (members: Lederer, Richardson, Dallara, Forsyth). Met 9 times. Independent compensation consultant (Semler Brossy) engaged; no conflicts. Oversees CEO/NEO pay, clawback policy, and succession planning.
- Audit Committee: Member (committee: Jensen (Chair), Abrams, Bettinger, Lederer). Met 8 times. All members financially literate and Audit Committee Financial Experts; oversees financial reporting, internal controls, compliance, ERM, and cybersecurity.
- Nominating & Governance Committee: Not listed as member in 2024; committee met 6 times and leads board evaluations and ESG oversight.
- Attendance and engagement: Board held 8 meetings in FY2024; each current director attended over 75% of Board and applicable committee meetings. Nine directors attended the 2024 Annual Meeting. Independent Chair structure in place.
- Interlocks and conflicts: The company reports no interlocking relationships for Compensation Committee members during 2024. Related-party transactions are governed by stringent pre-approval policies; no director family relationships and no material proceedings disclosed.
Fixed Compensation (Non-Employee Director Pay – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $60,000 | Standard non-employee director retainer |
| Committee Chair retainers (cash) | $15,000 (Compensation Chair) | 2024 chair fees: Audit $20k; Compensation $15k; N&G $10k |
| Committee member retainers (cash) | $10,000 (Audit member) | Audit/Comp members $10k; N&G $5k |
| Lederer – Cash fees earned | $95,000 | $60,000 Board + $25,000 Compensation Committee (Chair) + $10,000 Audit member |
| Total director cash fees policy | No meeting fees | Structure uses retainers; no per-meeting fees disclosed |
Performance Compensation (Director Equity – FY2024)
| Equity Element | Grant Value | Vehicle | Vesting | Performance Link |
|---|---|---|---|---|
| Annual Director RSU | $189,988 | RSU | 100% vests on first anniversary of grant, continued service required | None (time-based) |
- Unvested RSUs at 12/28/2024: 2,671 (Lederer). Change-in-control: unvested RSUs generally vest immediately prior to a change in control. Annual director compensation cap: $500,000 (or $750,000 in first year on the Board).
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Entegris, Inc. | Director | No compensation committee interlocks existed in FY2024; board independence affirmed (all except CEO). |
Expertise & Qualifications
- Decades of senior semiconductor leadership; dual CFO/COO experience at Qualcomm’s QCT division; deep finance, strategic planning, corporate development, and global operations expertise.
- Audit Committee Financial Expert; financially literate; service on other public company board (Entegris).
- Background across mobile/wireless technology, with earlier experience at Motorola and GM, relevant to LSCC’s semiconductor ecosystem.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 48,686 shares | As of March 3, 2025; less than 1% of outstanding shares |
| Ownership % of outstanding | <1% | As disclosed in beneficial ownership table |
| Unvested RSUs | 2,671 | As of 12/28/2024 |
| Options outstanding | None | Company had no outstanding options as of 12/28/2024; director awards are RSUs |
| Shares pledged | None disclosed; pledging prohibited | Hedging/pledging prohibited by Insider Trading Policy; company not aware of pledge arrangements that could affect control |
| Director ownership guideline | 5× annual cash retainer | All non-employee directors are compliant or within phase-in as of 12/28/2024 |
Governance Assessment
- Positives
- Independent director with deep semiconductor finance/operations credentials; qualifies as Audit Committee Financial Expert. Chair of Compensation Committee with active cadence (9 meetings in FY2024).
- Strong alignment policies: robust stock ownership guidelines (5× retainer for directors); comprehensive anti-hedging and anti-pledging policy; double-trigger change-in-control arrangements; clawback policy for executives.
- Pay-for-performance credibility: 2024 corporate incentive plan paid 0% to executives after thresholds were not met; say-on-pay support >97% in 2024. While this pertains to executives, it reflects compensation committee rigor under his chairmanship.
- Watch items
- Multiple leadership transitions and special equity actions for executives in 2024/early 2025 heighten scrutiny of compensation design; however, Compensation Committee retained an independent advisor (no conflicts) and disclosed detailed performance structures.
- No specific attendance % per director disclosed (aggregate compliance reported at >75%). Continued monitoring of individual attendance trends is prudent.
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or committee interlocks for Lederer; no legal proceedings noted as material; independence affirmed.
Appendix — Committee Composition Snapshot (for context)
| Committee | FY2024 Membership | Meetings (FY2024) | Effective May 1, 2025 (announced) |
|---|---|---|---|
| Compensation | Lederer (Chair), Richardson, Dallara, Forsyth (from May 3, 2024), Skillern (until May 3, 2024) | 9 | Dallara, Forsyth, Lederer (Chair), Richardson |
| Audit | Jensen (Chair), Abrams, Bettinger, Lederer | 8 | Abrams, Bettinger, Jensen (Chair) |
| Nominating & Governance | Schwarting (Chair from Feb 2024), Abrams, Richardson, Forsyth | 6 | Forsyth, Richardson, Schwarting (Chair) |
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