Pravin Desale
LATTICE SEMICONDUCTORAbout Pravin Desale
Pravin Desale, 55, is Senior Vice President, Research & Development at Lattice Semiconductor (LSCC). He joined Lattice in September 2023 after senior engineering leadership roles at Semtech/Sierra Wireless, Veritas Technologies, Seagate, and LSI Corporation; he holds an M.S. in Electrical Engineering from Santa Clara University and a B.E. in Electronics & Telecommunications from College of Engineering Pune Technological University . His incentive pay design ties closely to company performance through annual cash metrics (non-GAAP operating income, revenue, management objectives) and multi-year equity PRSUs linked to relative TSR and revenue growth; fiscal 2024 corporate incentive metrics paid 0% as non-GAAP operating income was ~$128m and revenue ~$509m, below threshold levels .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Semtech Technologies | SVP, IoT Engineering | Jan 2023 – Sep 2023 | Led IoT engineering following Semtech’s acquisition of Sierra Wireless . |
| Sierra Wireless | SVP, Engineering | Nov 2021 – Jan 2023 | Responsible for all hardware and software development . |
| Veritas Technologies | Senior technical leadership | Jun 2019 – Oct 2021 | Senior technical leadership roles in storage/software . |
| Seagate | Senior technical leadership | May 2014 – Jun 2019 | Senior technical leadership roles in storage . |
| LSI Corporation | Senior technical leadership | Mar 2005 – May 2014 | Senior technical leadership roles in semiconductors . |
External Roles
No public company directorships or external board positions disclosed for Mr. Desale .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Award ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | $411,692 | 85% of earned base salary for NEOs | $349,938 | $0 (0% payout) |
| 2023 | $115,385 | Not disclosed | Not disclosed | $81,508 |
2024 cash incentive plan design: CEO 125% target; other NEOs (including Desale) 85% target; weights were 33% non-GAAP operating income, 33% revenue, 33% management objectives, with threshold-to-maximum matrices; 2024 payout was 0% due to sub-threshold results for financial components .
2024 All Other Compensation (selected items):
- Supplemental life/disability premiums: $903
- Additional group life premiums: $2,838
- 401(k) employer contribution: $4,846
Performance Compensation
Corporate Incentive Plan (CIP) – FY2024
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Non-GAAP operating income | 33% | Matrix (Threshold $166.3m; Max $390.2m) | ~$128m | 0% | Annual (February 2025 determination) |
| Revenue | 33% | Matrix (threshold-to-maximum) | ~$509m | 0% | Annual (February 2025 determination) |
| Management objectives | 33% | Pre-established objectives | 57% attainment | 0% overall (financial metrics below threshold) | Annual (February 2025) |
Long-Term Incentive – Equity Awards (FY2024 grants)
| Award Type | Metric | Grant Date | Target Shares | Grant Date Fair Value ($) | Payout Range | Vesting/Measurement |
|---|---|---|---|---|---|---|
| PRSU | Relative TSR vs Russell 3000 | 2/16/2024 | 18,645 | $2,141,565 | 0%–200% of target (26th=50%, 55th=100%, 75th=200%) | Vests based on 3-year performance from grant |
| PRSU | Revenue Growth (multi-year tranches) | 6/26/2024 | 118,389 | $6,692,530 | Per plan (0%–200% of target) | Measurement modified to FY2026–FY2029 tranches; vest post measurement publication |
| PRSU | PRSU (additional tranche) | 2/16/2024 | 11,933 | $873,973 | Per plan | 3-year measurement |
| RSU | Time-based RSU | 2/16/2024 | 18,645 | $1,365,560 | n/a | Time-based vesting per award terms (not performance) |
| RSU | Time-based RSU | 12/17/2024 | 60,797 | $3,816,228 | n/a | Time-based vesting per award terms |
Aggregate FY2024 equity award targets for Mr. Desale: TSR PRSU 18,645 shares ($1.25m), Revenue Growth PRSU 130,322 shares ($8.3m), RSU 79,442 shares ($4.75m), total target value $14.3m .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 3,164 shares; <1% of outstanding |
| Unvested time-based RSUs (12/28/2024) | 18,758 ($1,105,972) ; 18,645 ($1,099,309) ; 60,797 ($3,584,591) |
| Unearned performance PRSUs (12/28/2024) | 18,191 ($1,072,541) ; 18,645 ($1,099,309) ; 11,933 ($703,570) ; 118,389 ($6,980,215) |
| Ownership guideline | Executives must hold ≥2× base salary; 5-year phase-in; all execs in compliance or phase-in as of 12/28/2024 |
| Hedging/pledging | Prohibited (short sales, derivatives, hedging, margin, pledging) |
| Pledges/arrangements | Company knows of no pledges or arrangements leading to change of control |
| Options | Company does not use stock options in standard programs; no option repricing permitted |
Employment Terms
- Agreement effective September 2023 for Mr. Desale .
- Involuntary termination (without Cause or for Good Reason): lump sum equal to then base salary plus then target bonus (pro-rated based on month and estimated bonus funding); COBRA premium reimbursement up to 12 months or until new coverage/no longer eligible .
- Change in control with qualifying termination (double-trigger): cash severance increased to base salary plus 100% of then target bonus (no proration); full vesting of service-vested equity; performance awards treated per award terms and special TSR mechanics; future tranches converted to RSUs and vest on original measurement dates subject to continued service .
- 280G/4999 excise tax: “best net” approach—pay in full or reduce to avoid excise tax, whichever yields greater after-tax amount .
- Post-employment covenants: non-solicitation and non-disparagement required to receive severance .
- “Cause” definition includes material breach, refusal to follow Board instructions, fraud/dishonesty causing material damage, willful violations (insider trading, conflicts, confidentiality), or felony conviction .
Potential payments (as of 12/28/2024):
| Scenario | Cash Severance ($) | Insurance Continuation ($) | Vesting of Equity ($) | Total ($) |
|---|---|---|---|---|
| Involuntary Termination (no COC) | $769,600 | $38,701 | — | $808,301 |
| Involuntary Termination (with COC) | $769,600 | $38,701 | $15,645,508 | $16,453,809 |
Compensation Structure Analysis
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $411,692 | $14,889,855 | $0 | $8,587 | $15,310,134 |
| 2023 | $115,385 | $5,889,421 | $81,508 | $5,313 | $6,091,626 |
- Shift toward equity-heavy compensation: 2024 stock awards increased vs. 2023 as his role matured post-hire .
- At-risk pay discipline: 2024 annual incentive paid 0% due to sub-threshold financial results, evidencing pay-for-performance rigor .
- Clawback coverage: Dodd-Frank/Nasdaq-compliant recovery policy applies to incentive-based compensation received on/after Oct 2, 2023; prior policy applies pre-2023 with discretion for recovery and misconduct remedies .
Governance and Committee Context
- Compensation Committee: Independent; chaired by Lederer; members Richardson, Dallara, Forsyth; met nine times in 2024; engaged Semler Brossy as independent consultant; no conflicts .
- No stock option repricing; limited tax gross-ups (none for 280G/4999; only standard relocation) .
Investment Implications
- Alignment: Heavy exposure to multi-year PRSUs tied to relative TSR and multi-year revenue growth supports long-term alignment; 0% FY2024 cash incentive payout reinforces performance sensitivity .
- Retention: Significant unvested RSUs/PRSUs (time-based and performance) and substantial COC acceleration could mitigate near-term voluntary attrition but increase M&A event-driven vesting overhang; potential COC payout value ~$16.45m as of FY2024 year-end .
- Selling pressure: Hedging/pledging prohibited and small direct beneficial stake (3,164 shares, <1%) suggests limited forced-selling risk from margin/pledge; watch Form 4s for transactional activity not captured in proxy .
- Execution risk: As R&D lead, equity outcomes depend on delivering roadmap and growth that meets revised PRSU revenue measurement beginning FY2026, and relative TSR performance against Russell 3000; failure to meet thresholds would zero out PRSU payouts (0% at <26th percentile TSR) .
Overall, Desale’s package is equity-centric with disciplined short-term cash metrics and robust clawback/anti-hedging policies; investors should monitor progress against FY2026–FY2029 revenue growth PRSU tranches and relative TSR to gauge forward vesting and potential realized pay .