Sailesh Chittipeddi
About Sailesh Chittipeddi
Dr. Sailesh Chittipeddi, age 63, has served as an independent director of Lantronix since May 2025; he brings more than two decades of senior operating experience across semiconductors and IoT, including leadership of global operations and M&A/integration programs at Renesas and IDT, and currently serves as a Venture Partner at Novo Tellus Capital Partners and as a director of Tessolve . His biography highlights expertise in scaling global operations, executing M&A and financial restructurings, and advancing innovative technologies, which aligns with Lantronix’s strategic focus areas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renesas Electronics | EVP, Global Operations | Oct 2023 – Mar 2025 | Led global operations for major semiconductor manufacturer |
| Renesas Electronics America | President | Mar 2019 – Jan 2025 | Regional leadership for Americas |
| Renesas Electronics | EVP & GM, IoT and Infrastructure BU | Mar 2019 – Jan 2024 | Drove IoT and infrastructure portfolio |
| Integrated Device Technology (acquired by Renesas) | EVP & CTO, Global Operations | Mar 2014 – Mar 2019 | Technology and operations leadership through acquisition |
| Conexant Systems | President; Head of Global Operations | Jul 2009 – Apr 2011 (President); Jul 2006 – Apr 2011 (Global Ops) | Senior management roles at fabless semiconductor/software firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Novo Tellus Capital Partners | Venture Partner | Since Mar 2025 | Industrial/technology-focused private equity; Southeast Asia focus |
| Tessolve | Director | Mar 2019 – Dec 2023; rejoined Mar 2025 – present | Global semiconductor/SoC solutions company |
| Sequans Communications | Director | Jun 2022 – Mar 2024 | Prior public company directorship |
| Avalanche Technology, Inc. | Director | Mar 2019 – Dec 2021 | Prior private company directorship |
Board Governance
| Governance Facet | Detail |
|---|---|
| Independence | Board has affirmatively determined Dr. Chittipeddi is independent under Nasdaq standards . |
| Committee Assignments | Compensation Committee – Member; Corporate Governance & Nominating Committee – Chair . |
| Attendance | Board held 15 meetings in FY2025; each director attended 100% of Board meetings during his/her tenure. Each current director attended 100% of the meetings of committees on which he served during FY2025 . |
| Committee Meeting Counts (FY2025) | Audit: 4; Compensation: 6; Corporate Governance & Nominating: 7 . |
| Board Leadership | Independent Chairman of the Board (Hoshi Printer); CEO not on committees; structure separates Chair and CEO roles . |
| Related-Party Oversight | Audit Committee approves all related party transactions; none required disclosure for FY2024–FY2025 . |
Fixed Compensation
| Element | Policy/Amount | FY2025 Actual (Chittipeddi) |
|---|---|---|
| Annual Board Retainer (cash) | $50,000 for non-employee directors | $0 (appointed May 6, 2025) |
| Chair Fees (cash) | $10,000 for Corporate Governance & Nominating Chair | Included in cash fees line; reported $0 for FY2025 |
| Meeting Fees | $1,000 per meeting over 12 per year (Board/committee), otherwise none | Not separately reported; total cash fees $0 |
| Reimbursements | Reasonable travel expenses up to $2,000 per meeting requiring travel | All Other Compensation $779 |
| FY2025 Non-Employee Director Compensation (Chittipeddi) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $0 |
| Stock Awards (grant date fair value) | $33,827 |
| Option Awards | $0 |
| All Other Compensation | $779 |
| Total | $34,606 |
Performance Compensation
| Equity Component | Terms | FY2025 Detail (Chittipeddi) |
|---|---|---|
| Annual RSU Grant | $75,000 target value; number of RSUs = $75,000 / 30-day avg price; vests 50% at 6 months and 50% at first anniversary or immediately before next annual meeting | Pro-rated initial RSU award upon May 6, 2025 appointment; stock award value reported $33,827 |
| Initial RSU for Mid-Year Appointees | Pro-rated value; vest aligned to last annual meeting schedule; if >6 months after last annual meeting, single vest at earlier of first anniversary of last annual meeting or day before next annual meeting | Applicable given May 2025 appointment; specific vest dates per policy not individually disclosed |
| Change-in-Control Treatment | All outstanding non-employee director RSUs vest in full upon/just before closing | Policy applies |
| Options | Not part of standard director equity program | None awarded in FY2025 |
| Performance Metrics Tied to Director Pay | Detail |
|---|---|
| None (time-based RSUs only) | Director equity is time-vested RSUs; proxy discloses no performance/TSR metrics for director awards . |
| Outstanding Director Equity (6/30/2025) | Amount |
|---|---|
| RSUs Outstanding | 13,751 |
| Options Outstanding | 0 |
Other Directorships & Interlocks
| Company/Organization | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|
| Tessolve | Director | Mar 2019 – Dec 2023; rejoined Mar 2025 – present | No related-party transactions with Lantronix disclosed for FY2024–FY2025 . |
| Sequans Communications | Director | Jun 2022 – Mar 2024 | Former directorship; no related-party transactions disclosed . |
| Avalanche Technology, Inc. | Director | Mar 2019 – Dec 2021 | Former directorship; no related-party transactions disclosed . |
| Novo Tellus Capital Partners | Venture Partner | Since Mar 2025 | External investment role; related-party transactions require Audit Committee approval; none disclosed in FY2024–FY2025 . |
Expertise & Qualifications
- Over two decades of executive leadership in public/private technology companies; deep experience in scaling global operations, M&A, financial restructurings, and technology development .
- Relevant to LTRX: IoT and infrastructure domain leadership (Renesas) and global operating experience, supporting oversight of strategy, operating cadence, and governance as CG&N Chair and Compensation Committee member .
Equity Ownership
| Ownership Snapshot (as of Sep 8, 2025) | Amount |
|---|---|
| Shares Owned Directly | 10,000 |
| Right to Acquire within 60 days (RSUs/options) | 13,751 |
| Total Beneficial Ownership | 23,751 |
| Percent of Shares Outstanding | <1% (asterisk denotes <1%) |
| Guidelines & Restrictions | Detail |
|---|---|
| Director Stock Ownership Guideline | Non-employee directors expected to hold shares equal to 3x annual cash retainer; 5-year compliance window from appointment; all current non-employee directors either meet the level or are within the compliance period . |
| Hedging/Pledging | Hedging and pledging of Company stock by officers and directors are prohibited under Stock Trading Guidelines . |
| Legal Proceedings | No legal proceedings related to directors/officers requiring disclosure . |
Governance Assessment
- Strengths: Independent status; Chair of Corporate Governance & Nominating and member of Compensation Committee; 100% attendance during FY2025 tenure; robust director ownership guideline; anti-hedging/anti-pledging restrictions; no related-party transactions reported for FY2024–FY2025 .
- Alignment: FY2025 compensation predominantly equity via time-based RSUs (no performance metrics), consistent with peer practice for directors; anti-pledging/hedging policies further align director/shareholder interests .
- Watch items: Newly appointed in May 2025 with modest beneficial ownership (<1%), though within five-year window to meet 3x retainer guideline; multiple external roles (Novo Tellus, Tessolve) merit routine related-party review—no transactions disclosed and Audit Committee retains pre-approval authority .
RED FLAGS: None disclosed—no related-party transactions, no legal proceedings, and pledging/hedging prohibited by policy .