Lorenzo Flores
LATTICE SEMICONDUCTORAbout Lorenzo Flores
Lorenzo A. Flores, age 60, is Senior Vice President and Chief Financial Officer of Lattice Semiconductor (LSCC) since February 10, 2025, following prior CFO roles at Intel Foundry and Xilinx and leadership at KIOXIA; he holds an MIT BS in engineering/management and an MBA from UCLA . Company performance context before and during his arrival: FY2024 revenue was $509.4M, non-GAAP gross margin 67.4%, and adjusted EBITDA $162.0M (31.8% margin) . Lattice’s 2024 business highlights included double-digit new product revenue growth (Nexus and Avant), continued strong cash generation, and an extended $100M share repurchase authorization through December 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intel Corporation (Intel Foundry) | Chief Financial Officer | Apr 2024–Feb 2025 | Led financial planning and operations for the Foundry segment |
| KIOXIA Holdings Corporation | Vice Chairman | Nov 2019–Mar 2024 | Executive leadership at a global memory manufacturer |
| Xilinx, Inc. | Chief Financial Officer | May 2016–Nov 2019 | Drove transformation and growth; extensive semiconductor finance leadership |
| UXComm | Chief Financial Officer | Prior role (years not specified) | CFO experience in technology operations |
| Intel, Cognizant | Various roles | Not specified | Broad finance and operations experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BlackRock Fixed Income Complex | Board Member | Since Sep 2021 | Ongoing directorship |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $600,000 | As set in Employment Agreement |
| Target Bonus (CIP) | 85% of base salary | Max payout 200% of target; 2025 bonus pro-rated from Start Date; milestones set within 60 days of FY start |
| Sign-on Bonus | $667,000 | Payable within 30 days of Start Date; prorated net repayment if voluntary resignation (no Good Reason) or for Cause within 24 months |
Performance Compensation
Initial Equity Awards (Inducement Plan)
| Award Type | Fair Value | Shares | Vesting | Performance Metric |
|---|---|---|---|---|
| RSU (time-based) | $5,000,000 | 88,646 | 25% at 1st anniversary, then 6.25% per quarter | Service-based |
| RSU (time-based) | $1,000,000 | 17,729 | 100% at 1st anniversary | Service-based |
| PRSU (TSR) | $2,500,000 | 44,323 | One-third tested each anniversary over 3 years; vest 0–200% | Relative TSR vs Russell 3000, with multiplier up to 200% |
| PRSU (Revenue Growth) | $5,000,000 | 88,646 | 4 equal tranches; vest 13 months after measurement year | Annual organic revenue growth; ≥10% for 100% payout; 0–250% payout; must exceed Gartner Non-Memory Semi benchmark |
TSR PRSU Performance Curve
| Relative TSR Percentile | Payout % of Target | Notes |
|---|---|---|
| <25th | 0% | No vest |
| 26th | 50% | Threshold |
| 55th | 100% | Target |
| 75th | 200% | Max (CEO awards may be 250%; Flores capped at 200%) |
Revenue PRSU Details
- Four annual tranches; first period FY2025 vs FY2024 (later modified for some ELT to start FY2026, but Flores’ 8-K specifies initial FY2025) .
- Must exceed Gartner Non-Memory Semiconductor Revenue Growth benchmark each year to be eligible to vest .
- Vesting occurs 13 months after the measurement period .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership at appointment | Form 3 reported no securities beneficially owned as of Feb 12, 2025 |
| Shares Outstanding (Record Date) | 137,614,370 shares (for 2025 proxy record date) |
| Ownership % | ~0.0% based on Form 3 and shares outstanding |
| Vested vs Unvested | Inducement RSUs/PRSUs granted; vesting begins at 1st anniversary (Feb 10, 2026) and as PRSU tranches are earned; no vesting before Feb 2026 per schedules |
| Hedging/Pledging | Company prohibits short sales, transactions in publicly traded options/derivatives, hedging, margin accounts, and pledging of Company securities |
| Stock Ownership Guidelines | Policy applies to CEO and Section 16 officers (including CFO); specific multiples not disclosed in proxy |
| Clawback Policy | Executive compensation recovery policy tied to restatements and financial reporting noncompliance |
Employment Terms
| Term | Provision |
|---|---|
| Start Date | February 10, 2025 |
| Agreement Term | Initial 3-year term; automatic 1-year renewals unless 6 months’ notice of non-renewal |
| Employment Status | At-will; termination by either party with notice; immediate termination for specified Cause events |
| Non-solicit | 12-month non-solicitation of employees and certain business relationships post-termination (severance conditioned on compliance) |
| Arbitration | JAMS Employment Arbitration Rules; governed by FAA; Multnomah County, OR |
| Severance (no CIC) | Lump sum 1.0x base salary + 1.0x target bonus (pro-rated based on month and estimated plan achievement); up to 12 months COBRA reimbursement; equity vests only as per service/performance through termination date |
| Severance (double-trigger CIC) | If terminated without Cause or resign for Good Reason within the CIC window: 1.0x base salary + 1.0x target bonus (no pro-ration), 12 months COBRA reimbursement, 100% acceleration of service-vesting equity; performance awards treated per award terms; special TSR treatment if not specified |
| 280G/4999 | “Best-net” cutback: pay full or reduce to avoid excise tax, whichever yields greatest after-tax value |
| Insider Trading/Hedging/Pledging | See policy prohibitions above |
| Related Party Transactions | None; no material interest under Item 404(a) disclosed |
Performance & Track Record
- Biography and credentials: 30+ years finance leadership across semiconductors; CFO at Intel Foundry, Xilinx; Vice Chairman at KIOXIA; education at MIT and UCLA .
- Company performance context: FY2024 revenue $509.4M, non-GAAP gross margin 67.4%, adjusted EBITDA $162.0M (31.8%), with strong free cash flow and repurchases; Q1’25 outlook guided revenue $115–$125M and non-GAAP GM ~69% ±1% .
- Certifications: Flores signed Sarbanes-Oxley Section 906 certifications for FY2024 10-K and 2025 quarterly filings .
Compensation Governance & Benchmarking
- Compensation Committee independence; use of Semler Brossy as independent advisor; annual reviews and peer benchmarking .
- Peer group referenced in 2024 review: Axcelis, Cirrus Logic, Wolfspeed, Diodes, MACOM, MaxLinear, Monolithic Power, Nanometrics, Power Integrations, Semtech, Silicon Labs, Skyworks, Synaptics, Teradyne, Universal Display (as of Aug 2023/2024 review) .
- Policies: stock ownership policy; clawback policy; double-trigger CIC; limited tax gross-ups (none under 280G/4999; only for standard relocation) .
Vesting Schedules and Insider Selling Pressure
- Time-based RSUs: first vest date Feb 10, 2026 (25% + quarterly thereafter for 88,646 RSUs; 100% cliff for 17,729 RSUs), creating potential liquidity events and 10b5-1 plan considerations .
- TSR PRSUs: annual tests each Feb 10 (anniversary) with 0–200% multiplier; potential multi-year payouts increase as performance accrues .
- Revenue PRSUs: annual tranches from FY2025, with vesting 13 months post measurement, contingent on exceeding Gartner benchmark; potential payout variability 0–250% of target .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval for 2023 compensation exceeded 97%; Board continues annual advisory vote cadence .
Equity Ownership & Alignment Table
| Metric | Value | Notes |
|---|---|---|
| Shares owned (beneficially) | 0 | As of Form 3 filed Feb 12, 2025 |
| % of shares outstanding | ~0.0% | Shares outstanding 137,614,370 (record date Mar 3, 2025) |
| Unvested RSUs (time) | 106,375 | 88,646 + 17,729; service-based |
| Unvested PRSUs (TSR) | 44,323 | Relative TSR with 0–200% payout range |
| Unvested PRSUs (Revenue) | 88,646 | Annual organic revenue growth, benchmark condition |
| Pledged shares | Prohibited | Insider Trading Policy bans pledging/margin accounts |
| Hedging | Prohibited | Insider Trading Policy |
| Ownership guidelines | In effect | Applies to Section 16 officers; multiple not disclosed |
| Clawback | In effect | Compensation recovery policy for restatements |
Investment Implications
- Alignment and performance leverage: Compensation is heavily equity-based with explicit performance ties to relative TSR and multi-year organic revenue growth versus Gartner benchmarks, enhancing pay-for-performance alignment and creating potential upside if growth reaccelerates (and downside protection via 0% thresholds) .
- Retention and overhang: No beneficial ownership at appointment but meaningful unvested RSUs/PRSUs; first time-based vesting in Feb 2026 and annual PRSU testing create predictable supply events—monitor for 10b5-1 plan filings and Form 4 activity around anniversaries for selling pressure signals .
- Change-of-control economics: Double-trigger CIC with 1x salary and bonus and full acceleration of service-based equity; performance awards governed by award terms with defined TSR treatment, indicating competitive but shareholder-aligned CIC terms without tax gross-ups (best-net cutback) .
- Governance quality: Strong policies—clawback, anti-hedging/pledging, ownership guidelines, independent compensation oversight, and robust shareholder support for pay programs (97% say-on-pay), suggest low governance risk and credible incentive design .