John Forsyth
LATTICE SEMICONDUCTORAbout John Forsyth
John Forsyth, 51, is an independent director of Lattice Semiconductor since November 2023. He is President & CEO and a board member at Cirrus Logic (since January 2021) and holds an undergraduate degree from the University of Glasgow; the Board cites his extensive semiconductor industry management experience as a core credential . He is nominated for re‑election for a one‑year term ending in 2026 and is considered independent under SEC/Nasdaq rules via his committee memberships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cirrus Logic, Inc. | President & CEO; President; Chief Strategy Officer; VP Marketing | CEO since Jan 2021; President 2020; CSO 2018–2021; VP Marketing 2014–2018 | Drove product strategy; senior leadership roles |
| Wolfson Microelectronics | VP, Audio Products | 2012–2014 | Wolfson acquired by Cirrus in 2014 |
| Symbian Foundation / Symbian Software | Chief Technical Officer; VP Strategy | Prior to 2012 | Led product development and strategy |
| Psion (London) | Handheld device development | Early career | Embedded technology experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cirrus Logic | Director; President & CEO | Director since 2021; CEO since 2021 | Corporate governance profile confirms board role and CEO status |
| Semiconductor Industry Association (SIA) | Board of Directors | Profile published Mar 2021 | Industry association board biography |
| Lattice Semiconductor | Director | Since Nov 2023 | Public company board biography |
Board Governance
- Committee memberships (FY2024 and forward): Compensation Committee member (from May 3, 2024; continuing post‑May 1, 2025); Nominating & Governance Committee member (continuing post‑May 1, 2025) .
- Attendance and engagement: Board held 8 meetings in FY2024; each current director attended over 75% of Board and relevant committee meetings; independent directors meet regularly in executive session led by the independent Board Chair .
- Committee activity: Compensation Committee met 9 times; Nominating & Governance Committee met 6 times in FY2024 .
- Independence: All members of the Compensation and Nominating & Governance Committees are independent under SEC/Nasdaq rules; the Board has an independent Chair and 8 of 9 nominees are independent .
- Annual Meeting: 9 directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board service retainer | 60,000 | Standard non‑employee director cash retainer |
| Compensation Committee member retainer (pro‑rata) | 6,667 | Member retainer typically $10,000 annual; Forsyth joined during year |
| Nominating & Governance Committee member retainer | 5,000 | Member retainer $5,000 annual |
| Total Cash Fees | 71,667 | Sum of cash retainers |
| Annual RSU grant (fair value) | 189,988 | Annual grant sized at $190,000 fair value; time‑based vesting |
| Total Compensation | 261,655 | Cash + equity fair value |
Notes:
- Standard cash structure: Board Chair +$55,000; Audit Chair +$20,000; Compensation Chair +$15,000; Nominating & Governance Chair +$10,000; Committee members $10,000 (Audit/Comp), $5,000 (Nominating & Governance); annual non‑employee director equity grant sized at $190,000, 100% vesting at first anniversary .
Performance Compensation
Directors’ equity is time‑based RSUs; no performance metrics (e.g., TSR or EBITDA) apply to director awards. Vesting and change‑in‑control terms are below.
| Grant Type | Grant Date | Shares/Units | Vesting | Change‑in‑Control Treatment |
|---|---|---|---|---|
| Initial RSU Award | 2023‑12‑14 | 1,621 RSUs | Time‑based; vests on anniversary; Form 4 confirms award | |
| Annual RSU Award | 2024‑05‑06 | 2,671 RSUs | Time‑based; vests on first anniversary; Form 4 confirms award | |
| Annual RSU Award | 2025‑05‑05 | 4,193 RSUs | Time‑based; vests on first anniversary; Form 4 confirms award | |
| Director RSU Vesting | 2024‑05‑08 | 1,621 RSUs converted to common | M‑exempt conversion; post‑txn ownership updated | |
| Director RSU Vesting | 2025‑05‑06 | 2,671 RSUs converted to common | M‑exempt conversion; post‑txn ownership updated | |
| Change‑in‑Control (non‑employee directors) | — | — | — | Unvested RSUs and options generally vest in full immediately prior to a change in control |
Other Directorships & Interlocks
- Current public company boards: Cirrus Logic (Director), Lattice Semiconductor (Director) .
- Compensation Committee interlocks: None in FY2024 among any LSCC directors/comp committee members and boards/comp committees of other companies .
- Industry association: SIA Board of Directors .
Expertise & Qualifications
- Semiconductor leadership as CEO of Cirrus Logic; product strategy and marketing leadership; audio products domain; embedded technology background .
- Nominating & Governance Committee skills framework highlights semiconductor ecosystem expertise, public company experience, board governance, and financial literacy among director nominees .
Equity Ownership
| Metric | As of Date | Value | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 2025‑03‑03 | 1,621 shares | From security ownership table |
| Ownership as % of shares outstanding | 2025‑03‑03 | <1% | Company footnote indicates “Represents less than 1%” |
| RSUs vesting within 60 days | 2025‑03‑03 | 0 RSUs | Footnotes show 0 for Forsyth |
| Unvested stock awards held | 2024‑12‑28 | 2,671 RSUs | Aggregate unvested RSUs at FY2024 year‑end |
| Hedging or pledging of company stock | Policy | Prohibited | Insider Trading Policy prohibits hedging and pledging; margin accounts also prohibited |
| Director stock ownership guideline | Policy | 5x annual cash retainer | Five‑year compliance window for new directors; compliance/phase‑in status confirmed as of 12/28/2024 |
Insider Trades (Form 4)
Employment & Contracts (Director)
- Upon appointment (Nov 2023), Forsyth entered the Company’s standard indemnification agreement; initial compensation arrangements included pro‑rated RSU grant sized at $190,000 fair value and cash retainers per standard director program .
Compensation Structure Analysis (Director)
- Mix and structure: Standard LSCC non‑employee director program—cash retainers plus annual time‑based RSU grant; no options; equity vesting at first anniversary; cap on director compensation at $500,000 (or $750,000 in join year) .
- Policies: No repricing of options; hedging/pledging prohibited; “double‑trigger” change‑in‑control arrangements align with best practice; clawback policy administered by the Compensation Committee .
Related Party Transactions
- Company policy requires Audit Committee pre‑approval of any related party transaction involving directors/executives; no preferential treatment allowed .
- At appointment, the Company reported no transactions requiring disclosure under Item 404(a) of Regulation S‑K for Forsyth .
Compensation Committee Analysis
- Composition and independence: Compensation Committee comprised solely of independent directors; Forsyth served as a member beginning May 3, 2024 (Chair: Lederer); nine meetings in FY2024 .
- Advisor: Semler Brossy engaged since 2020; no conflicts of interest reported; independent legal counsel WSGR; committee oversees clawback policy .
Say‑on‑Pay & Shareholder Feedback
- Annual advisory vote on NEO compensation conducted; the company engaged with institutions representing ~45% of shares outstanding in 2024 on governance and compensation topics .
Governance Assessment
- Alignment and independence: Forsyth is an independent director serving on key governance and compensation committees; attendance met >75% threshold; Board structure features an independent Chair and regular executive sessions—supportive of investor confidence .
- Ownership and incentives: Director ownership guideline (5x cash retainer) with five‑year phase‑in; hedging and pledging prohibited; director equity is time‑based RSUs with standard change‑in‑control acceleration .
- Interlocks and conflicts: No compensation committee interlocks in FY2024; no related‑party transactions disclosed at appointment; policy framework provides strong oversight for any potential related‑party exposure .
- Compensation governance: Independent committee, external advisor without conflicts, clawback policy in place—reduces pay‑related governance risk .
RED FLAGS
- None observed in filings: no Item 404 related‑party transactions; hedging/pledging prohibited; no compensation committee interlocks; standard director compensation with caps and time‑based RSUs .