Tonya Stevens
LATTICE SEMICONDUCTORAbout Tonya Stevens
Tonya Stevens, 53, is Corporate Vice President and Chief Accounting Officer at Lattice Semiconductor; she served as Interim CFO from October 10, 2024 to February 10, 2025 and joined Lattice in May 2019 after finance leadership roles at Intel and PwC . Under her finance leadership in 2024, Lattice delivered FY2024 revenue of $509.4M and adjusted EBITDA of $162.0M (31.8% margin) amid a cyclical downturn; Q4’24 free cash flow margin was 33.8% . Her 2024 annual bonus paid 0% alongside all NEOs as revenue and non‑GAAP operating income missed threshold (revenue $509M; non‑GAAP operating income ~$128M), reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lattice Semiconductor | Interim Chief Financial Officer | Oct 10, 2024 – Feb 10, 2025 | Led cost realignment, maintained strong gross margin and free cash flow; executed operating expense reductions to improve profitability . |
| Lattice Semiconductor | Corporate VP, Corporate Controller (later CAO) | May 2019 – Feb 2025 (Controller); CAO from Feb 10, 2025 | Drove operational optimization and strengthened financial foundation; promoted to CAO concurrent with new CFO appointment . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intel Corporation | Finance leadership roles | n/d | Senior finance roles prior to Lattice . |
| PricewaterhouseCoopers LLP | Finance/Accounting roles | n/d | Audit/finance foundation prior to Lattice . |
Fixed Compensation
| Element | 2022 | 2023 | 2024 | 2025 (effective) |
|---|---|---|---|---|
| Base Salary ($) | 288,060 | 337,118 | 379,335 | $450,000 annualized during Interim CFO (10/10/24–2/9/25); $425,000 annualized as CAO effective 2/10/25 . |
| Target Bonus (% of salary) | n/d | n/d | 70% while Interim CFO (prorated); 50% while Corporate Controller (prorated) | 2025 not disclosed; no new comp arrangement with CAO appointment . |
| Annual Bonus Paid ($) | 200,000 | 118,680 | 0 (plan paid 0%) | n/a |
Notes:
- Ms. Stevens’ 2024 bonus target reflected two proration regimes: 70% (Interim CFO period) and 50% (Controller period); her 2024 actual payout was $0 .
Performance Compensation
Annual Corporate Incentive Plan (CIP) – 2024
| Metric | Weight | Threshold | Maximum | 2024 Actual | Payout |
|---|---|---|---|---|---|
| Non‑GAAP Operating Income | 33% | $166.3M → 0% payout at/below threshold | $390.2M → 200% | ~$128M | 0% |
| Revenue | 33% | $594.0M → 0% at/below threshold | $975.5M → 200% | ~$509M | 0% |
| Management Objectives | 33% | Gated by reaching at least one financial threshold | 200% | 57% attainment | 0% (gate not met) |
| Total Payout | 0% |
Ms. Stevens’ 2024 target award was $66,635 (prorated across roles) and actual was $0 (0% payout) .
Long‑Term Incentive (LTI) – Grants and Structure
- 2024 Lattice LTI design included PRSUs (relative TSR vs Russell 3000 and Revenue Growth PRSUs) and time‑based RSUs; PRSUs were granted broadly to NEOs, excluding Ms. Stevens in 2024 .
- Ms. Stevens received time‑based RSU awards upon assuming Interim CFO responsibilities:
| Grant Date | Type | Shares/Units | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| 7/15/2024 | RSU | 21,918 | 1,311,414 | 25% on 1st anniversary; then 6.25% of total per quarter . |
| 10/31/2024 | RSU | 38,257 | 1,938,100 | Combination: one grant vests 50% each year over 2 years; another vests 25% on 1st anniversary, then 6.25% per quarter . |
Program context:
- TSR PRSUs: cliff vest at 3 years based on relative TSR vs Russell 3000; 0% below 26th percentile; 100% at 55th; 200% at 75th (CEO 250% max) .
- Revenue Growth PRSUs (modified 2/28/25): four annual tranches measured FY2026–FY2029 vs prior year, requiring outperformance vs Gartner Non‑Memory Semiconductor benchmark; size unchanged .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/3/2025) | 1,127 shares; <1% of outstanding . |
| Unvested Equity at FY‑end 2024 | Time‑based RSUs totaling 75,234 units across grants dated 8/6/2021; 8/5/2022; 8/4/2023; 7/15/2024; 10/31/2024 (two tranches) . |
| Estimated Value of Unvested (12/28/2024) | ~$4,435,796 based on $58.96 closing price; aligns with CoC vesting table . |
| Ownership Guidelines (Executives) | 2x base salary; 5‑year compliance window from Section 16 designation or policy amendment; all execs compliant or within phase‑in as of 12/28/2024 . |
| Hedging/Pledging | Prohibited (short sales, derivatives, hedging, pledging, margin accounts) . |
Upcoming vesting cadence and potential selling pressure:
- 7/15/2025: ~5,480 shares (25% of 21,918) vest, then ~1,369 per quarter thereafter .
- 10/31/2025: ~4,782 shares (50% of 9,564) vest and ~7,173 shares (25% of 28,693) vest; then ~1,793 per quarter thereafter; remaining 50% of the 9,564 vests 10/31/2026 .
Note: Actual trading is subject to window/10b5‑1 plans; pledging/hedging is prohibited .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement | Ms. Stevens is not party to an individual employment agreement . |
| Change‑in‑Control (Equity Protection Policy) | Double‑trigger: upon involuntary termination in connection with a CoC (from immediately prior to CoC through 24 months post‑CoC), immediate vesting of all time‑based compensatory equity; performance equity vests per award terms; if not specified, relative TSR awards use CoC deal price as ending price and peer average over the 30 trading days pre‑announcement; unstarted tranches convert to RSUs and vest on original dates, subject to service . |
| 280G/4999 Tax Treatment | “Best net” cutback (no excise tax gross‑ups) . |
| Potential Payments (as of 12/28/2024) | Involuntary Termination in connection with a CoC: $4,435,797 vesting of equity awards; no cash severance/COBRA listed for Ms. Stevens in table . |
Performance & Track Record (selected disclosures)
- Interim CFO commentary emphasized maintaining gross margin, doubling sequential FCF margin to 31% in Q3’24, and cost discipline; Q4’24 FCF margin was 33.8% .
- Announced a new $100M stock repurchase authorization in Dec’24; as Interim CFO, she linked the program to confidence in performance and cash flow .
- FY2024 results: revenue $509.4M; adjusted EBITDA $162.0M (31.8% margin) .
- 2024 CIP paid 0% as revenue and non‑GAAP operating income missed thresholds (revenue ~$509M; non‑GAAP operating income ~$128M), gating management objectives .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp weighted heavily to equity (stock awards $3.25M vs salary $0.38M; no bonus), enhancing retention “holding power” but with lower immediate performance leverage since Ms. Stevens did not receive PRSUs in 2024 .
- Shift toward RSUs: Ms. Stevens’ 2024 LTI consisted entirely of time‑based RSUs while other NEOs received performance‑based PRSUs, suggesting a retention‑focused package tied to her interim CFO promotion .
- Clawback: Company maintains an executive compensation recovery policy tied to restatements, supporting governance alignment .
- No option repricing, no pledging/hedging, double‑trigger CoC, and no excise tax gross‑ups indicate shareholder‑friendly guardrails .
Multi‑Year Compensation Summary (NEO table excerpts)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 288,060 | 337,118 | 379,335 |
| Stock Awards (Grant‑date FV) | 685,525 | 1,264,341 | 3,249,454 |
| Non‑Equity Incentive Plan | 200,000 | 118,680 | 0 |
| All Other Compensation | 15,179 | 16,363 | 17,576 |
| Total | 1,188,764 | 1,736,502 | 3,646,364 |
Outstanding & Vested Equity (FY‑end 2024)
| Grant Footnote | Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|---|
| (16) | 8/6/2021 | 1,032 | 60,847 |
| (17) | 8/5/2022 | 4,648 | 274,046 |
| (18) | 8/4/2023 | 9,379 | 552,986 |
| (19) | 7/15/2024 | 21,918 | 1,292,285 |
| (20) | 10/31/2024 | 9,564 | 563,893 |
| (21) | 10/31/2024 | 28,693 | 1,691,739 |
| Total (calc) | — | 75,234 | 4,435,796 (=$58.96×units) |
Vesting keys:
- 7/15/2024 grant: 25% at 1‑year then 6.25% quarterly .
- 10/31/2024 grants: one 50% each year for 2 years; one 25% at 1‑year then 6.25% quarterly .
Equity Ownership & Beneficial Ownership Table Excerpt (as of 3/3/2025)
| Holder | Shares | % of Total |
|---|---|---|
| Tonya Stevens | 1,127 | <1% |
Governance Policies Relevant to Alignment
- Stock ownership guidelines: CEO 3× salary; other executive officers 2× salary; 5‑year compliance window; executives compliant or in phase‑in as of 12/28/2024 .
- Hedging/pledging prohibitions and insider trading policy restrict derivatives, short sales, hedging, pledging, and margin accounts .
- Clawback policy for restatements; no option repricing without shareholder approval; double‑trigger CoC arrangements; no 280G/4999 gross‑ups (best‑net cutback) .
Investment Implications
- Alignment: 2024 zero bonus against missed financial thresholds underscores pay-for-performance. Ms. Stevens’ 2024 equity was entirely time‑based RSUs (vs PRSUs for peers), likely reflecting retention amid leadership transitions; alignment is supported by ownership guidelines and anti‑hedging/pledging policies .
- Retention risk: Significant unvested RSUs (~75k units; ~$4.44M at FY‑end) with 2025 vesting cliffs (July and October) create strong holding power; absent an employment agreement, CoC protection is equity‑focused and double‑trigger, reducing cash severance obligations but preserving equity value on qualifying termination .
- Trading signals: Watch windows around 7/15/2025 and 10/31/2025 when sizable tranches vest; any sales will likely occur under 10b5‑1 plans given policy constraints—monitor Forms 4 to gauge potential selling pressure .
- Execution track record: Finance function delivered resilient margins and cash flow in 2024 despite revenue compression; cost realignment and continued buybacks support capital returns, though 2024 revenue and operating income shortfalls highlight cyclicality risk in near-term incentives .