Elizabeth Howe
About Elizabeth Howe
Elizabeth A. Howe is Executive Vice President, Finance and Chief Financial Officer of SiTime, appointed effective November 8, 2023 after a 17‑year career at HP Inc. spanning Chief Audit Executive (internal audit, SOX, ERM), Global Head of Investor Relations, and CFO & VP for the Graphics Solutions Business; she holds B.S. and M.S. degrees in civil and environmental engineering and an M.S. in engineering economic systems and operations research from Stanford University . She was 53 at appointment on November 1, 2023 . Company performance metrics relevant to her incentive plans include net revenues of $202.7 million in FY2024 and GAAP revenue growth of 40.8% in 2024 (driving 200% bonus payout), while SiTime emphasizes relative TSR PRSUs and notes IPO‑to‑2023 TSR >500% as context for long‑term alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HP Inc. | Chief Audit Executive | Aug 2021 – Nov 2023 | Led internal audit, SOX, and enterprise risk management programs |
| HP Inc. | Global Head of Investor Relations | Feb 2018 – Apr 2021 | Led investor relations function |
| HP Inc. | CFO & Vice President, Graphics Solutions Business | Feb 2015 – Feb 2018 | Business unit CFO responsibilities |
External Roles
No public company directorships or external board roles disclosed for Ms. Howe .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2023 | 59,636 | 75% (effective Jan 1, 2024; not eligible for 2023 plan) | — | Joined Nov 8, 2023; 2023 bonus ineligible |
| 2024 | 446,513 | 75% (reaffirmed March 2024) | 661,500 (paid in RSUs) | Non‑equity incentive compensation granted Feb 2025; vests May/Aug 2025 |
Additional cash/other compensation: $368 in 2023 and $10,389 in 2024 (All Other Compensation) .
Performance Compensation
Annual Bonus Plan Mechanics (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| GAAP Revenue Growth | 70% | 21.1% (50% payout) | 26.4% (100% payout) | 37.0% (200% payout) | 40.8% | 200% corporate factor | Paid in RSUs; 50% vest May 20, 2025 and 50% Aug 20, 2025 |
| Individual Business Goals | 30% | 80% achievement → 50% payout | 100% → 100% payout | 140% → 200% payout | Approved 200% factor | 200% individual factor | Same RSU vesting schedule |
2024 payout determination for Ms. Howe: Target payout $330,750; total payout 200% → $661,500 (delivered as RSUs) .
Long‑Term Incentive Awards (FY2024 Grants)
| Award Type | Grant Date | Target (#) | Maximum (#) | Grant Date Fair Value ($) | Performance Metric | Vesting Terms |
|---|---|---|---|---|---|---|
| RSU | 3/15/2024 | 11,258 | — | 947,136 | Time‑based | 6.25% quarterly beginning 2/20/2025 |
| PRSU (Tranche A) | 3/15/2024 | 5,629 | 11,258 | 395,494 | Relative TSR vs semiconductor benchmark; two‑/three‑year periods for 2024 PRSUs | Vests based on multi‑year TSR performance |
| PRSU (Tranche B) | 3/15/2024 | 5,629 | 11,258 | 476,101 | Relative TSR vs semiconductor benchmark; two‑/three‑year periods | Vests based on multi‑year TSR performance |
2025 plan design update: PRSUs solely with a three‑year relative TSR vs Philadelphia Semiconductor Index; RSUs vest 6.25% quarterly starting 2/20/2025; target bonus weightings unchanged (70% GAAP revenue growth, 30% individual) .
2023 New‑Hire Equity
| Award Type | Shares | Grant Value/Date | Vesting |
|---|---|---|---|
| Signing Bonus RSU | 3,771 | ~$400,000; vested in full Nov 20, 2023 | Fully vested Nov 20, 2023 |
| Time‑based RSU | 50,918 | Targeted ~$5.4 million | 25% on Nov 20, 2024; remainder 1/16 each quarter thereafter, subject to continued service |
Equity Ownership & Alignment
Beneficial Ownership (as of March 28, 2025)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Elizabeth Howe | 14,894 | * (<1%) |
Stock ownership guidelines:
- Pre‑Oct 2024: CEO 5x base; other executive officers 1x base; Ms. Howe had until Nov 2027 to comply as a new hire .
- Post‑Oct 2024 update: CEO 6x base by Dec 31, 2026; other executive officers 2x base by Dec 31, 2026 and 3x by Dec 31, 2028; all executives complied as of Jan 1, 2025 .
Pledging/hedging: Prohibited for insiders without prior written approval; hedging/shorts/derivatives/margin/pledging broadly prohibited by insider trading policy .
Clawback: Adopted Nov 2023; requires recoupment of incentive compensation (Bonus Plan, PRSUs) in event of accounting restatement for the prior three fiscal years (not including pre‑2023) .
Options: None; SiTime has not granted stock options to NEOs; current awards consist solely of RSUs and PRSUs .
Outstanding Equity Awards (as of Dec 31, 2024)
| Category | Units Not Vested (#) | Market Value ($) |
|---|---|---|
| RSUs (footnote 9) | 38,188 | 8,192,472 (at $214.53) |
| RSUs (footnote 2) | 9,147 | 1,962,306 |
| PRSUs (target, footnote 6) | 11,258 | 2,415,179 |
Vesting cadence for RSUs commonly at 6.25% quarterly (Feb/May/Aug/Nov) after initial cliff where applicable .
Stock Vested
| Year | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| 2023 | 3,771 | 448,033 |
| 2024 | 14,841 | 2,993,305 |
Insider selling pressure indicators:
- Bonus RSUs for FY2024: 2,989 shares to Ms. Howe; 50% vest May 20, 2025 and 50% Aug 20, 2025, creating short‑term potential supply if monetized .
- Large unvested RSU/PRSU balances with quarterly vesting cadence may produce ongoing periodic settlement volumes; the prohibition on hedging/pledging reduces leverage‑driven forced selling .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Start | Appointed CFO effective Nov 8, 2023 |
| Offer Letter (Oct 31, 2023) | Base salary $441,000; target bonus 75% of base (effective Jan 1, 2024); equity awards: time‑based RSU targeted at $5.4M (vests 25% on Nov 20, 2024, then 1/16 quarterly), and $400,000 Signing Bonus RSU vested Nov 20, 2023 (subject to pro‑rated forfeiture if she resigns within 12 months) |
| Severance & Change‑of‑Control | Covered by standard Change of Control and Severance Agreement (double‑trigger); if terminated in connection with a CoC, severance benefits apply . Estimated CFO severance payments (as of Dec 31, 2023 assumptions): Involuntary Termination—Salary $220,500; Health continuation $6,113; accelerated vesting $1,553,956; total $1,780,570. CoC + Involuntary—Salary $441,000; Health $12,227; accelerated vesting $6,216,069; total $6,669,296 . |
| Indemnification | Standard indemnification agreement entered at appointment . |
| Clawback & Insider Trading | Incentive compensation clawback policy (Nov 2023); prohibition on hedging/pledging/shorts/margin . |
| Deferred Comp/Pension | No nonqualified deferred compensation; no pension benefits disclosed . |
| Perquisites | No perquisites for Ms. Howe beyond standard benefits; company noted no unique executive perqs for NEOs in 2023 other than CEO housing . |
Investment Implications
- Pay‑for‑performance alignment: 2024 annual bonus tied 70% to GAAP revenue growth and 30% to individual goals; with 40.8% revenue growth, Ms. Howe earned 200% of target, paid entirely in RSUs with near‑term vesting—aligns incentives with shareholder returns while enhancing retention .
- Retention and potential selling pressure: Significant unvested RSUs and PRSUs and quarterly vesting cadence can create predictable supply around vest dates (May/Aug/Nov/Feb), notably the 2024 bonus RSUs vesting in May/Aug 2025; absence of options minimizes forced exercise‑driven sales .
- Governance safeguards: Double‑trigger CoC severance structure and clawback policy reduce windfall risk and support long‑term alignment; prohibition on pledging/hedging mitigates alignment red flags .
- Ownership alignment: Beneficial ownership is <1%, but updated stock ownership guidelines require 2x base by 2026 and 3x by 2028; disclosure indicates executives complied as of Jan 1, 2025, reinforcing alignment even as compensation is equity‑heavy .
- Execution track record: Background in audit, ERM, IR, and BU CFO roles at HP supports operational rigor and capital markets communication; SiTime’s 2024 revenue outcome and TSR‑linked PRSUs put a premium on sustained top‑quartile performance versus semiconductor peers .