Que Thanh Dallara
LATTICE SEMICONDUCTORAbout Que Thanh Dallara
Que Thanh Dallara, age 51, has served as an independent director of Lattice Semiconductor since November 2023. She is Executive Vice President and Operating Unit President of the global Diabetes Operating Unit at Medtronic plc (since May 2022). Previously she was President & CEO of Honeywell Connected Enterprise (Oct 2018–Apr 2022) and SVP & Chief Commercial Officer at Honeywell (Jan 2017–Oct 2019). She holds an MBA from INSEAD and dual bachelor’s degrees (Applied Mathematics; Commerce/Finance) from the University of New South Wales, Australia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | EVP & Operating Unit President, Global Diabetes Operating Unit | May 2022–present | Leads diabetes portfolio transformation . |
| Honeywell International | President & CEO, Honeywell Connected Enterprise | Oct 2018–Apr 2022 | Led software business (enterprise software, data analytics, IoT) . |
| Honeywell International | SVP & Chief Commercial Officer | Jan 2017–Oct 2019 | Strategy, marketing, sales excellence, pricing, product innovation . |
| TE Connectivity; Microsoft; McKinsey; Telstra | Various executive/leadership roles | Prior to 2017 | Enterprise, technology, and advisory experience across multiple industries . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in LSCC proxies for 2024 and 2025 . |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under SEC/Nasdaq rules; for 2025 this excludes CEO Ford Tamer (implying Ms. Dallara is independent) . For 2024, all except then‑CEO James Anderson were independent .
- Attendance: In 2023, each current director attended >75% of Board and committee meetings (except one director due to a family emergency). In 2024, all current directors attended >75% of Board and committee meetings .
| Period | Committee | Role |
|---|---|---|
| FY2023 | Compensation Committee | Member (joined Nov 2023); committee met 6 times in 2023 . |
| FY2024 slate | Compensation Committee | Member (footnote “(2)” next to her name) . |
| Effective May 1, 2025 | Compensation Committee | Member; Jim Lederer Chair (committee composition change effective date disclosed) . |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | 8,750 | Pro‑rated board/committee fees from Nov. appointment . |
| 2024 | 70,000 | $60,000 Board retainer + $10,000 Compensation Committee member retainer . |
2024 cash fee breakdown (company-wide director program parameters and Ms. Dallara’s mix):
- Program: $60,000 Board retainer; Board Chair +$55,000; Chair retainers: Audit $20,000, Compensation $15,000, Nominating & Governance $10,000; Committee member retainers: Audit $10,000, Compensation $10,000, Nominating & Governance $5,000. Annual RSU grant value $190,000; 1-year cliff vest; non-employee director compensation capped at $500,000 per fiscal year (up to $750,000 in the year a director joins the Board) .
- Ms. Dallara’s 2024 cash mix: $60,000 Board + $10,000 Compensation Committee member = $70,000 .
Performance Compensation
| Year | Stock Awards ($) | Grant Mechanics / Vesting |
|---|---|---|
| 2023 | 112,962 | Initial RSU grant on appointment; RSUs vest 100% on first anniversary of grant . |
| 2024 | 189,988 | Annual RSU grant sized at $190,000 grant-date value; vests 100% at first anniversary . |
Notes on metrics and vesting:
- Director equity awards are time-based RSUs (no performance metrics); they vest 100% on the first anniversary of grant, subject to continued service. Unvested RSUs generally vest in full immediately prior to a change in control .
Detailed RSU grant/vesting events (Form 4s):
Other Directorships & Interlocks
- No other public company boards for Ms. Dallara are disclosed in LSCC’s director biographies for 2024 or 2025 .
- Board independence discussion identifies certain potential commercial relationships for other directors (e.g., Richardson at Kulicke & Soffa; Bettinger at Lam Research) that were deemed not material; no such note appears for Ms. Dallara .
Expertise & Qualifications
- Enterprise software, data analytics, IoT leadership (Honeywell Connected Enterprise) and commercial strategy (Honeywell CCO) .
- Global operating leadership in medical technology (Medtronic Diabetes OU) .
- Advisory/consulting rigor (McKinsey) and large-cap tech experience (Microsoft, TE Connectivity, Telstra) .
- Education: MBA (INSEAD); BSc Applied Mathematics; BCom Finance (UNSW) .
Equity Ownership
| As-of Date | Beneficially Owned Shares | Percent of Outstanding | Source |
|---|---|---|---|
| March 3, 2025 (proxy record date) | 1,621 | <1% |
Unvested RSUs at fiscal year-end:
| Date | Unvested RSUs |
|---|---|
| Dec 30, 2023 | 1,621 |
| Dec 28, 2024 | 2,671 |
Post–Annual Meeting 2025 current position (Form 4):
- Post-transaction ownership after May 6, 2025 vesting: 8,485 common shares (director account) .
Ownership alignment policies:
- Director stock ownership guideline: 5× annual Board cash retainer; five years to comply; trading of company-granted shares restricted if non-compliant; three-year cure period .
- Hedging and pledging of company stock prohibited for directors .
Fixed vs. Equity Mix (Director Program Structure)
| Element | 2024/2025 Structure | Source |
|---|---|---|
| Board retainer (cash) | $60,000 per year | |
| Committee member retainers (cash) | Audit $10,000; Compensation $10,000; Nominating & Governance $5,000 | |
| Chair retainers (cash) | Audit $20,000; Compensation $15,000; Nominating & Governance $10,000; Board Chair +$55,000 | |
| Annual equity grant | RSUs with grant-date value $190,000; 100% vest at 1 year | |
| Change in control | Unvested director RSUs (and options, if any) vest/payable immediately prior to CIC | |
| Annual director pay cap | $500,000 (up to $750,000 in the year a director joins) |
Shareholder Voting Support (Context)
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes | Source |
|---|---|---|---|---|---|---|
| May 3, 2024 | Election of Director – Que Thanh Dallara | 124,921,759 | 839,132 | 83,648 | 4,418,887 | |
| May 2, 2025 | Election of Director – Que Thanh Dallara | 124,157,821 | 3,377,500 | 63,458 | 4,146,556 | |
| May 3, 2024 | Say-on-Pay (NEO compensation) | 122,577,779 | 3,179,482 | 87,278 | 4,418,887 | |
| May 2, 2025 | Say-on-Pay (NEO compensation) | 71,099,094 | 56,459,338 | 40,347 | 4,146,556 |
Related Party, Hedging/Pledging, and Clawback
- Related party transactions: Company policy requires Audit Committee pre-approval; director personal profit/advantage requires Nominating & Governance pre-approval. No related‑party transaction involving Ms. Dallara is described in the 2024 or 2025 proxy “Certain Relationships and Related Person Transactions” sections .
- Hedging/pledging: Prohibited for directors under the Insider Trading Policy .
- Compensation Recovery (Clawback): Compensation Committee oversees the company’s clawback policy; committee determined no adviser conflicts (Semler Brossy engaged since 2020) .
Governance Assessment
- Board effectiveness and independence: Ms. Dallara is an independent director with senior operating and commercial expertise across enterprise software and medical technology—skill sets aligned with LSCC’s strategy and risk oversight needs. She serves on the Compensation Committee and participated in a year with eight full Board meetings (2024), with all current directors meeting attendance thresholds .
- Alignment and incentives: Director pay mix is balanced toward equity via annual time‑based RSUs ($190k grant value), supporting alignment but not tying director pay to financial/TSR metrics (a common governance best practice to preserve director objectivity) . She held 1,621 shares at the 2025 proxy record date and increased to 8,485 shares after 2025 vesting and awards (Form 4), trending positively on “skin in the game.” Director guideline of 5× retainer and hedging/pledging prohibitions further support alignment .
- Conflicts and interlocks: No other public directorships disclosed and no related‑party transactions involving Ms. Dallara identified in proxy disclosures—reducing conflict risk .
- Shareholder sentiment: Strong support in 2024 director vote; higher “against” votes in 2025 across the slate (still elected). 2025 say‑on‑pay approval margin narrowed materially versus 2024, a potential signal for broader compensation scrutiny; however, this pertains to NEO pay, not director pay .
- RED FLAGS: None identified specific to Ms. Dallara (no attendance issues, no pledging/hedging, no related‑party exposures disclosed) .
Overall, Ms. Dallara presents as an independent, engaged director with relevant operating and commercial expertise; equity-based director pay and ownership rules support alignment, and current disclosures show no conflicts undermining investor confidence .