Robin Abrams
LATTICE SEMICONDUCTORAbout Robin Abrams
Robin Abrams, age 73, is an independent director of Lattice Semiconductor and has served on the Board since 2011, bringing extensive operating and governance experience from senior roles at technology companies across the U.S. and Asia . Her operating background includes CEO/President roles at Palm Computing and VeriFone, interim CEO at Zilog, and senior leadership positions at Apple (President, Apple Americas; Managing Director, Apple Asia) . She currently serves on the board of FactSet Research, and previously served on the boards of Sierra Wireless (2009–2022) and HCL Technologies (2001–2024) .
Past Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Zilog, Inc. | Interim Chief Executive Officer | Aug 2006 – Jan 2007 | Interim CEO during transition |
| Firefly Communications, Inc. | Chief Executive Officer | 2004 – 2006 | CEO of communications start-up |
| Palm Computing, Inc. | President & Chief Executive Officer | Not disclosed | Led handheld computing pioneer |
| VeriFone | President & Chief Executive Officer | Not disclosed | Led global payments technology company |
| Apple | President, Apple Americas; Managing Director, Apple Asia | Not disclosed | Senior leadership across regions |
| Norwest Bank (Wells Fargo) | Senior product marketing positions | Not disclosed | Marketing leadership roles |
| Unisys | Senior product marketing positions | Not disclosed | Marketing leadership roles |
External Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| FactSet Research | Director | Current | Public company board service |
| Sierra Wireless | Director | 2009 – 2022 | Public company board experience |
| HCL Technologies Ltd. | Director | 2001 – 2024 | Public company board experience |
Board Governance
- Independence and engagement: The Board determined all directors except the CEO are independent; Abrams is independent and served on independent Board committees in 2024 . Each director attended over 75% of Board and applicable committee meetings in 2024 (Board met eight times) .
- Committee assignments and expertise: Abrams served on the Audit Committee in 2024 (the Audit Committee met eight times), and Audit members, including Abrams, were deemed “Audit Committee Financial Experts” under SEC rules and independent under SEC/Nasdaq . She also served on the Nominating and Governance Committee during 2024 . Effective May 1, 2025, she will serve on the Audit Committee (Jensen, Chair) .
- Board leadership: The Board has an independent Chair; independent directors meet regularly without management .
| Year/Effective Date | Committee | Role |
|---|---|---|
| 2024 | Audit Committee | Member |
| 2024 | Nominating & Governance Committee | Member |
| Effective May 1, 2025 | Audit Committee | Member |
| Governance Metric (2024) | Value |
|---|---|
| Board meetings held | 8 (all directors >75% attendance) |
| Audit Committee meetings held | 8 |
| Director independence | Independent (per SEC/Nasdaq) |
Fixed Compensation
| Component (FY2024) | Amount ($) |
|---|---|
| Board retainer | 60,000 |
| Audit Committee member retainer | 10,000 |
| Nominating & Governance Committee member retainer | 6,250 |
| Cash compensation total | 76,250 |
| Stock awards (grant-date fair value) | 189,988 |
| Total compensation | 266,238 |
| Director Fee Schedule (Policy) | Annual Cash ($) |
|---|---|
| Board member retainer | 60,000 |
| Board Chair additional retainer | 55,000 |
| Audit Committee Chair | 20,000 |
| Compensation Committee Chair | 15,000 |
| Nominating & Governance Committee Chair | 10,000 |
| Audit Committee member | 10,000 |
| Compensation Committee member | 10,000 |
| Nominating & Governance Committee member | 5,000 |
| Annual RSU sizing (non-employee directors) | 190,000 (value divided by FMV on grant date) |
Notes:
- Annual director RSUs vest 100% on the first anniversary of the grant date; unvested RSUs and options generally vest in full immediately prior to a change in control; aggregate annual director pay capped at $500,000 ($750,000 in first year) .
Performance Compensation
| Award | Structure | Vesting |
|---|---|---|
| Annual Director RSU | Time-based; number of shares determined by dividing $190,000 by grant-date FMV | 100% vests on first anniversary of grant date |
| Unvested stock awards (as of Dec 28, 2024) | 2,671 shares | Outstanding at year-end |
Directors do not receive performance-conditioned (metric-based) equity; time-based RSUs are standard for non-employee directors .
Other Directorships & Interlocks
- Current/Recent public boards: FactSet (current); Sierra Wireless (2009–2022); HCL Technologies (2001–2024) .
- Compensation Committee interlocks: None in 2024 (no interlocking relationships among the Board/Compensation Committee and other companies’ boards/comp committees) .
- Related parties: The proxy discloses independence determinations and describes strict related-party policies; no specific related-party transactions are disclosed for Abrams .
Expertise & Qualifications
- Senior operating leadership: Former President & CEO at Palm Computing and VeriFone; interim CEO of Zilog; multiple start-up leadership roles .
- Global operating experience: Managed Apple’s Americas region and Apple Asia; experience managing operations in both Asia and the U.S. .
- Financial oversight: Audit Committee member; Board determined Audit Committee members (including Abrams) meet Nasdaq financial literacy and qualify as “Audit Committee Financial Experts” under SEC rules .
- Governance experience: Service on multiple public company boards (FactSet current; Sierra Wireless; HCL Technologies) .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership | 128,817 shares (represents <1% of outstanding) |
| Percent of shares outstanding | <1% |
| Unvested director stock awards (12/28/2024) | 2,671 shares |
| Director stock ownership guideline | 5× annual cash retainer; compliance tested annually |
| Compliance status (Board-wide) | All non-employee directors are in compliance or within phase-in period as of 12/28/2024 |
| Hedging/pledging | Prohibited by Insider Trading Policy (short sales, derivatives, hedging, pledging, margin accounts) |
Governance Assessment
- Independence & committee fit: Abrams is independent, serves on the Audit Committee, and is designated as an Audit Committee Financial Expert—aligning her experience with LSCC’s financial oversight needs .
- Attendance & engagement: Board held eight meetings in 2024; each director attended over 75% of Board and committee meetings—supporting engagement and effectiveness .
- Pay alignment & ownership: Director pay structure (cash retainer + time-based RSUs) is standard; stock ownership guideline of 5× retainer applies to directors, with Board-wide compliance or phase-in as of year-end .
- Conflict controls: No Abrams-specific related-party transactions disclosed; company policies require advance Audit Committee approval of any director/officer related-party transactions and prohibit hedging/pledging, reducing conflict and misalignment risks .
- Shareholder sentiment: Say-on-pay support exceeded 97% at the 2024 Annual Meeting, indicating strong recent investor support for compensation governance .