Mark Jensen
LATTICE SEMICONDUCTORAbout Mark Jensen
Mark Jensen, age 74, has served on Lattice Semiconductor’s Board since June 2013 and is an independent director with deep audit and finance expertise; he is the Audit Committee Chair and qualifies as an Audit Committee Financial Expert under SEC rules . He retired from Deloitte & Touche LLP in June 2012 after senior leadership roles, previously served as CFO of Redleaf Group, and was Silicon Valley Office Managing Partner and Global Technology Industry Practice leader at Arthur Andersen LLP, bringing extensive technology-sector and financial oversight credentials to the Board . He also joined the board of 23andMe Holding Co. in October 2024 and has prior public and private board experience, reinforcing governance and industry perspective .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | U.S. Managing Partner – Audit & Enterprise Risk Services, Technology Industry; U.S. Managing Partner – Venture Capital Services Group; Executive | Through retirement in June 2012 | Led audit/ERS for tech sector and VC services; extensive governance and risk oversight experience . |
| Redleaf Group | Chief Financial Officer | Not disclosed | Direct CFO experience; finance leadership . |
| Arthur Andersen LLP | Managing Partner, Silicon Valley Office; Leader, Global Technology Industry Practice | Not disclosed | Led technology practice and office; deep financial reporting and industry expertise . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| 23andMe Holding Co. | Director | Since Oct 2024 | Current public company directorship . |
| Exabeam, Inc. (private) | Director | 2022–2024 | Cybersecurity; private company board service . |
| Unwired Planet, Inc. (formerly Openwave Systems) | Director | 2012–2015 | Prior public company board . |
| Control4 Corporation | Director | 2015–2019 | Prior public company board . |
| ForeScout Technologies, Inc. | Director | 2013–2020 | Prior public company board . |
Board Governance
- Committees and chair roles: Audit Committee Chair; during FY2024 the Audit Committee comprised Jensen (Chair), Abrams, Bettinger, and Lederer and met eight times; effective May 1, 2025 the Audit Committee will include Abrams, Bettinger, and Jensen (Chair) .
- Independence: The Board determined all directors except the CEO are independent; all Audit Committee members are independent and qualify as “Audit Committee Financial Experts” under SEC rules .
- Attendance: In FY2024, the Board held eight meetings and each current director attended over 75% of Board and applicable committee meetings; independent directors meet regularly in executive session .
- Board leadership: Independent Board Chair structure (Jeff Richardson), with eight of nine nominees independent, supporting robust oversight .
- Stockholder engagement: Company engaged with institutional holders representing ~45% of shares outstanding in 2024 on governance and strategy topics .
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Board cash retainer (2024) | $60,000 | Standard non‑employee director annual retainer . |
| Audit Committee fees (2024) | $30,000 | Reflects Audit Chair and/or membership fees per policy (Audit Chair $20,000; Audit member $10,000) . |
| Total cash (2024) | $90,000 | Sum of Board and committee fees . |
| Equity grant (2024) | $189,988 | Annual RSU grant; value set by dividing $190,000 by grant-date FMV; vests 100% on first anniversary . |
| Total (2024) | $279,988 | Cash + equity reported in Director Compensation Table . |
Additional structure and protections:
- Equity vesting acceleration: Unvested RSUs/options for non-employee directors generally vest in full immediately prior to a change in control .
- Annual cash/Equity caps: Director compensation capped at $500,000 per fiscal year ($750,000 in first year joining the Board) excluding non‑director service compensation .
Performance Compensation (Director Equity)
| Award Type | 2024 Grant Value | Unvested Units (12/28/2024) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSU | $189,988 | 2,671 | 100% on first anniversary of grant, subject to service | None; time-based only (no options/PSUs for directors) . |
Other Directorships & Interlocks
- Current public company directorships: 23andMe Holding Co. (Director since Oct 2024) .
- Prior public company boards: Unwired Planet (2012–2015), Control4 (2015–2019), ForeScout (2013–2020); private: Exabeam (2022–2024) .
- Compensation Committee interlocks: None in FY2024 among any LSCC directors (reduces conflict risk) .
- Related-party and divided loyalty safeguards: Any director related-party interest requires advance disclosure and Nominating & Governance Committee preapproval; no material related‑party transactions disclosed for directors .
Expertise & Qualifications
- Audit/finance expert: Former Deloitte U.S. Managing Partner (Audit & ERS – Technology) and Audit Committee Financial Expert under SEC rules; CFO experience at Redleaf; financial reporting and risk oversight depth .
- Technology industry leadership: Career focus across advanced technology segments with executive roles at Deloitte/Arthur Andersen and multiple tech boards, aligning with LSCC’s semiconductor end-markets .
- Governance: Extensive public company board and committee experience, including chairing LSCC’s Audit Committee .
Equity Ownership
| Category | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership | 104,120 shares | <1% of shares outstanding . |
| Directly held | 40,923 shares | Held in personal name . |
| Held via Genesis Property, LLC | 63,197 shares | Jensen is sole managing member with sole voting power; The Jensen Family 2023 Irrevocable Trust owns 99% of Genesis; for SEC reporting purposes only, he disclaims beneficial ownership of 62,565 of such shares . |
| Unvested director RSUs (12/28/2024) | 2,671 | Annual director grant unvested as of FY2024 year-end . |
| RSUs vesting within 60 days of 3/3/2025 | 0 | None scheduled within 60 days . |
Alignment safeguards:
- Director stock ownership guideline: Non‑employee directors must hold Company stock equal to 5× annual cash retainer; five years to comply; as of 12/28/2024, all directors are in compliance or within phase‑in .
- Hedging/pledging prohibited: Policy bans short sales, options/derivatives, hedging, holding in margin, and pledging Company stock (supports long-term alignment) .
Governance Assessment
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Strengths:
- Independent Audit Committee Chair with SEC “financial expert” designation and strong audit pedigree—supports robust financial reporting oversight .
- Consistent attendance (≥75%) and active committee workload (Audit met 8x in FY2024) indicate engagement .
- Director pay structure balanced (cash + time‑vested RSUs), with conservative annual equity cap and single‑year vesting; change‑in‑control vesting disclosed—transparent and typical .
- Shareholder-aligned policies: ownership guidelines (5× retainer), anti‑hedging/pledging, and no option repricing; comprehensive clawback for executives; Say‑on‑Pay received 97% approval in 2024 for FY2023—positive governance signal .
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Potential risks/monitoring items:
- Beneficial ownership includes shares held via Genesis Property, LLC with trust ownership and Jensen’s disclaimer of pecuniary interest for 62,565 shares; while disclosed and controlled for SEC purposes, continued transparency around indirect holdings is advisable (not a related‑party transaction) .
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RED FLAGS: None identified in the proxy regarding related‑party transactions, hedging/pledging, attendance, or committee interlocks for Mr. Jensen .