Tracy Feanny
LATTICE SEMICONDUCTORAbout Tracy Feanny
Tracy Feanny (age 51) is Senior Vice President, General Counsel, and Secretary at Lattice Semiconductor, joining in November 2021 after legal leadership roles at National Instruments (Vice President, Deputy General Counsel, Assistant Secretary) and positions at Amazon Web Services and Dell Technologies . Company performance context during her tenure: fiscal 2024 revenue was approximately $509 million, net income was ~$61.1 million, and relative TSR ranked at the 27th percentile vs. the Russell 3000; the annual corporate incentive plan (CIP) paid 0% due to thresholds not met . Her 2024 cash bonus was $0 as CIP financial thresholds (revenue and non-GAAP operating income) were not achieved, reinforcing pay-for-performance discipline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Instruments | Vice President, Deputy General Counsel, Assistant Secretary | Sep 2012 – Nov 2021 | Led corporate legal and governance at an engineering software/hardware company |
| Amazon Web Services | Various legal positions | Not disclosed | Legal roles at hyperscale cloud provider |
| Dell Technologies | Various legal positions | Not disclosed | Legal roles at global OEM/IT provider |
External Roles
No public company directorships or external board roles disclosed for Ms. Feanny in the proxy .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary Paid ($) | $346,083 | $374,567 | $390,579 |
| Base Salary Rate (FY) ($) | Not disclosed | Not disclosed | $393,700 (FY 2024 rate; effective Apr 1, 2024) |
| Target Bonus (% of earned salary) | Not disclosed | Not disclosed | 85% (CIP target) |
| Actual Bonus Paid ($) | $464,581 | $248,418 | $0 (CIP payout 0%) |
| Perquisites ($) | $14,715 | $16,368 | $17,480 (401k $15,479; life/disability premiums $2,001) |
Performance Compensation
2024 Corporate Incentive Plan (Cash)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Non-GAAP Operating Income | 33% | $166.3M threshold; $390.2M max | ~$128M | 0% (below threshold) | Annual (FY 2024) |
| Revenue | 33% | $594.0M threshold; $975.5M max | ~$509M | 0% (below threshold) | Annual (FY 2024) |
| Management Objectives | 33% | Multiple operational goals | 57% attainment | 0% (no financial threshold met) | Annual (FY 2024) |
| Ms. Feanny Target/Actual Bonus ($) | — | $331,992 | $0 | 0% | Feb 2025 determination |
Equity Awards and Design
| Award Type | Grant Date | Target Shares/Value | Metric/Terms | Vesting |
|---|---|---|---|---|
| TSR PRSU | Feb 16, 2024 | 14,916 sh / $1,000,000 | Relative TSR vs Russell 3000; 26th pct=50%, 55th=100%, 75th=200% (CEO 250% cap) | Tested at 3 years; vests per matrix |
| Revenue Growth PRSU | Jun 26, 2024 | 94,711 sh / $6,000,000 | YoY organic revenue growth vs prior year and Gartner Non-Memory Semi benchmark; 0–250% scale | Four tranches; modified periods FY2026–FY2029; vest measurement+timing per policy |
| RSU (time-based) | Feb 16, 2024 | 14,916 sh / $1,713,252 FV | Time-based | 25% at 1-year; then 6.25% per quarter |
| RSU (retention) | Dec 17, 2024 | 34,741 sh / $2,180,693 FV | Time-based (retention) | 50% per year over 2 years |
Additional context:
- Previously awarded 11/3/2021 TSR PRSU: third tranche earned at 86% of target based on TSR percentile (51st), indicating payout sensitivity to market-relative performance .
- Pay-versus-performance disclosure identifies TSR relative to Russell 3000, non-GAAP operating income, and revenue as key performance linkages in 2024 .
Equity Ownership & Alignment
| Ownership/Guideline | Value |
|---|---|
| Beneficial shares owned (Mar 3, 2025) | 21,877 shares; <1% of outstanding |
| Shares outstanding (Record Date) | 137,614,370 |
| Ownership as % of outstanding | ~0.0159% (21,877 ÷ 137,614,370)* |
| Executive stock ownership guideline | 2× base salary (5-year phase-in) |
| Compliance status | All executives compliant or within phase-in period (as of Dec 28, 2024) |
| Hedging/Pledging | Prohibited (no pledging of company securities; no derivative hedges) |
| Clawback policy | Maintained; incentive recovery upon restatement |
Outstanding equity awards (as of FY-end 2024) include time-based RSUs and unearned PRSUs; selected positions below:
- Unvested RSUs: 2,215; 1,071; 6,152; 14,916; 34,741 shares (multiple grant dates/terms) .
- Unearned PRSUs: 3,426; 10,936; 14,916; 15,943; 94,711 shares (TSR and revenue PRSUs) .
Insider trading and selling pressure indicators:
- Routine tax withholding transactions (code F) around RSU vest dates (e.g., 85 shares on 08/18/2025; beneficial ownership 85,445 shares post-withholding) .
- Sales under Rule 10b5-1 plan adopted 05/29/2025 (e.g., 5,965 shares on 08/28/2025; ownership ~79–80k thereafter) .
- Additional Form 4 filings in 2025 confirming withholding not exceeding tax liability .
Employment Terms
| Provision | Term |
|---|---|
| Employment agreement date | Nov 2021 (form aligned with 2020 amendments) |
| Severance – involuntary termination (no CIC) | Lump sum equal to then base salary + then target bonus (pro-rated/adjusted for est. plan %); up to 12 months COBRA premium reimbursement |
| Severance – change in control (double-trigger) | Base salary + 100% of target bonus (no proration/adjustment); full vesting of service-based equity; PRSU treatment per award agreements; COBRA as above |
| PRSU treatment at CIC | Relative TSR PRSU performance period shortened to CIC date; eligible PRSUs vest on original schedule subject to service; Revenue Growth PRSUs convert to target and vest on original measurement dates subject to service |
| 280G cutback | Best-net approach (pay in full or reduce to avoid excise tax, whichever yields highest after-tax) |
| Post-employment covenants | Separation and release; non-solicitation; non-disparagement required for severance |
| Clawback | Compensation recovery policy in event of restatement |
| Hedging/pledging | Prohibitions (no margin, pledging, derivatives, hedges) |
Investment Implications
- Compensation alignment: 2024 CIP paid 0% for all NEOs (including Feanny) as financial thresholds were not met, evidencing tight pay-for-performance discipline amid softer revenue/operating income .
- Equity holding power: Significant 2024 PRSU and RSU grants (Revenue Growth PRSU $6.0M; TSR PRSU $1.0M; RSUs $3.0M+ aggregate) create multi-year retention incentives tied to revenue growth and market-relative TSR; change-in-control provisions are double-trigger and mostly prevent windfalls .
- Selling pressure: Insider activity shows routine tax-withholding sales and limited planned 10b5-1 sales in 2025; no hedging/pledging permitted, mitigating alignment red flags .
- Performance risk: Company net income decreased to ~$61.1M in 2024 from ~$259.1M in 2023 and TSR percentile fell to 27th; Revenue Growth PRSUs require outperformance vs Gartner benchmark and ≥10% YoY growth for target vesting, creating execution risk but aligning incentives with top-line recovery .
- Governance quality: Strong stock ownership guidelines (2× salary), active investor engagement, >97% Say-on-Pay approval in 2024, clawback policy, and independent Compensation Committee with Semler Brossy support signal robust governance and incentive design .