Piyush Sevalia
About Piyush Sevalia
Executive Vice President, Marketing at SiTime since April 2012; previously VP of Marketing (March 2008–April 2012). Age 57 as of March 31, 2025; education: B.E. Electrical Engineering (University of Mumbai), M.S. Electrical Engineering (University of Michigan), MBA (UC Berkeley) . Company performance under current program (context for pay-for-performance alignment): 2024 revenue grew over 40% versus 2023 and absolute TSR since IPO rose by over 1,500%; eight new platforms launched including the Chorus clock-SoC for AI datacenters .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SiTime | VP Marketing | Mar 2008–Apr 2012 | Led marketing; prepared transition to EVP role |
| Ikanos Communications | VP Access Infrastructure Products; Marketing Head Access Products; Director Product Marketing | Sep 2000–Mar 2008 | Drove access product strategy and marketing leadership at a semiconductor/software firm |
| Cypress Semiconductor | Senior Marketing Manager; Strategic Marketing Manager; Senior/Staff Applications Engineer; Applications Engineer | Jul 1991–Sep 2000 | Progressed across engineering and marketing roles at a semiconductor company |
External Roles
Not disclosed in company filings for Mr. Sevalia .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $330,000 | $330,000 | $339,167 (prorated; increase to $440,000 effective Dec 1, 2024) |
| Target Bonus % of Salary | Not disclosed | Not disclosed | 75% of base salary as of Dec 31, 2024 (Target $330,000) |
| All Other Compensation ($) | $9,832 | $9,832 | $10,306 |
Performance Compensation
Annual Bonus (Executive Bonus and Retention Plan) – 2024
| Metric | Weighting | Target/Threshold/Max | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|
| GAAP Revenue Growth | 70% | Threshold 80%→50%; Target 100%→100%; Max 140%→200% | 40.8% (above plan maximum) | 200% of target factor | Paid in RSUs granted Feb 2025; 50% vest May 20, 2025; 50% vest Aug 20, 2025 |
| Individual Business Goals | 30% | Threshold 80%→50%; Target 100%→100%; Max 140%→200% | Approved 200% factor | 200% of target factor | Same RSU vesting as above |
| Executive Outcome | — | Target $330,000 | — | Total payout $660,000 (200% of target) | RSUs; shares calculated on 20-day avg price; vest May/Aug 2025 |
Long-Term Incentives (Equity)
| Award Type | Grant Date | Target Shares | Grant Date Fair Value ($) | Key Performance/Vesting Terms |
|---|---|---|---|---|
| RSU (Annual) | Mar 15, 2024 | 10,946 | $920,887 | 6.25% vested May 20, 2024; 6.25% quarterly thereafter |
| RSU (Retention, one-time) | Aug 12, 2024 | 14,450 | $1,856,392 | 12.5% vests quarterly starting Feb 20, 2025 |
| 2024 TSR PRSU (2-Year) | Mar 15, 2024 | 5,473 | $384,533 | TSR vs. Philadelphia Semiconductor Index; performance period Jan 1, 2024–Dec 31, 2025; payout 0–200%, target requires ≥55th percentile; cap at 100% if TSR negative; earned shares vest Feb 20, 2027 |
| 2024 TSR PRSU (3-Year) | Mar 15, 2024 | 5,473 | $462,906 | TSR vs. same index; performance period Jan 1, 2024–Dec 31, 2026; payout 0–200%, target at ≥55th percentile; cap at 100% if TSR negative; earned shares vest Feb 20, 2027 |
Equity Ownership & Alignment
- Stock ownership guidelines: executives must hold 1x salary historically; increased to 2x by Dec 31, 2026 and 3x by Dec 31, 2028; company prohibits pledging/hedging; as of Jan 1, 2025 all executive officers complied . Hedging or pledging by executives requires prior written approval and is generally prohibited .
- Beneficial ownership and RSU-in-60-days:
- As of Mar 28, 2025: 10,119 shares (<1%); includes 5,313 RSUs vesting within 60 days .
- As of Mar 31, 2024: 22,671 shares (<1%) .
- As of Mar 31, 2023: 8,921 shares (<1%); includes 8,727 RSUs vesting within 60 days .
- Options: SiTime does not grant stock options; named executive officers hold only RSUs/PRSUs .
- Outstanding equity awards at Dec 31, 2024 (market value based on $214.53/share):
- Unvested RSUs: 8,893 (Mar 2024 RSU) = $1,907,815; 14,450 (Aug 2024 RSU) = $3,099,959; plus smaller prior RSU tranches (e.g., 1,358 = $291,332; 4,276 = $917,330) .
- Unearned PRSUs (target counts): 10,946 (2024 PRSUs target) = $2,348,245; 4,276 (2023 PRSUs target) = $917,330; 7,183 (2022 PRSUs target threshold segment) = $1,540,969 .
Employment Terms
- Offer letter: Oct 20, 2014; initial base salary $300,000; eligible to participate in Bonus Plan .
- Severance and Change-of-Control:
- Standard severance (no change of control): lump sum equal to 6 months base salary; COBRA premium reimbursement for up to 6 months; acceleration of 12 months of unvested equity .
- Double-trigger (change of control + involuntary termination within 3 months prior to or 12 months following CoC): lump sum equal to 1x base salary plus target bonus; COBRA premium reimbursement for up to 12 months; acceleration of all unvested equity, subject to offsets for any non-CoC severance already paid .
- Quantified illustration (as of Dec 31, 2024): Involuntary Termination—Salary $220,000; COBRA $15,103; accelerated RSUs $2,886,930; Total $3,122,033. CoC + Involuntary Termination—Salary $440,000; Bonus $330,000; COBRA $30,205; accelerated awards $9,418,082; Total $10,218,287 .
- PRSU treatment:
- 2024 TSR PRSUs: no acceleration on involuntary termination without CoC; on CoC in 2024–2026 with double trigger, maximum shares accelerate; for CoC after performance period, certified earned shares (minus already vested) accelerate .
- 2023 TSR PRSUs: similar double-trigger acceleration; no single-trigger acceleration .
- 2022 PRSUs: on CoC during performance period, goals recalculated; double trigger accelerates shares tied to achieved/recalculated goals; single-trigger acceleration limited to goals already achieved .
Multi-Year Compensation Summary (Total View)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $330,000 | $330,000 | $339,167 |
| Stock Awards (RSUs/PRSUs grant-date fair value) | $2,522,383 | $2,197,565 | $3,624,718 |
| Non-Equity Incentive (Bonus paid in RSUs) | $181,374 | $74,250 | $660,000 |
| All Other Compensation | $9,832 | $9,832 | $10,306 |
| Total Compensation | $3,043,589 | $2,611,647 | $4,634,191 |
Compensation Structure Analysis
- Shift toward performance-based equity: 2024 grants replaced revenue-PRSU with relative TSR PRSUs (2- and 3-year), directly linking vesting to market-relative performance; for named executive officers, 50% of the March 2024 equity was PRSUs; CEO at 60% .
- Increased at-risk pay and ownership requirements: approx. 85% of 2024 target compensation delivered in equity; stock ownership multiples increased (2x by 2026; 3x by 2028) and all execs compliant as of Jan 1, 2025 .
- Discretionary elements constrained: bonuses capped, objective metrics drive 70% of bonus; clawback policy adopted in Nov 2023 compliant with Nasdaq/SEC; no tax gross-ups for CoC; hedging/pledging prohibited .
Risk Indicators & Red Flags
- Change-of-control leverage: Double-trigger CoC benefits and full equity acceleration could create perceived “deal protection” value for executives; illustrative total for Sevalia is $10.2M including acceleration, primarily equity value tied to PRSU maximums .
- Equity vesting concentration: One-time August 2024 RSUs address vesting trough from IPO grants; may create near-term vesting events in 2025–2026 that typically lead to sell-to-cover transactions, though actual selling is not disclosed here; awards are granted post-earnings and vest per pre-set schedules under insider trading policy .
Equity Awards & Vesting Schedules (Specific)
| Award | Count | Dates / Schedule |
|---|---|---|
| Feb 2025 RSU (Bonus for 2024) | 2,982 shares to Mr. Sevalia | 50% vest May 20, 2025; 50% vest Aug 20, 2025 |
| Mar 2024 RSU | 10,946 | 6.25% vested May 20, 2024; then 6.25% quarterly |
| Aug 2024 RSU | 14,450 | 12.5% quarterly starting Feb 20, 2025 |
| 2024 TSR PRSU (2-Year) | 5,473 target | Performance Jan 1, 2024–Dec 31, 2025; earned shares vest Feb 20, 2027 |
| 2024 TSR PRSU (3-Year) | 5,473 target | Performance Jan 1, 2024–Dec 31, 2026; earned shares vest Feb 20, 2027 |
Say-on-Pay & Shareholder Feedback (Context)
- Say-on-pay improved from 51.2% in 2023 to ~82% in 2024 following program changes (longer PRSU performance periods; differentiated bonus metrics vs. equity metrics) .
Investment Implications
- Pay-for-performance alignment: 2024 program ties half of Sevalia’s annual equity to multi-year relative TSR and 70% of bonus to GAAP revenue growth. This reduces pay outcomes if market-relative performance lags and increases retention via delayed PRSU vesting to 2027 .
- Retention risk manageable near-term: August 2024 RSUs intentionally bridge vesting gap from IPO grants; combined with increased ownership multiples and anti-hedging/pledging policies, alignment remains strong despite larger 2024 equity values .
- Transaction sensitivity: In a CoC, Sevalia’s double-trigger benefits would accelerate all unvested equity and pay 1x salary + target bonus, creating meaningful value largely driven by outstanding PRSUs; investors should consider dilution/overhang and executive incentives in M&A scenarios .
Notes: All figures are as disclosed; no stock options outstanding; incentives paid via RSUs and PRSUs only . Clawback policy applies to incentive-based compensation for restatements within the lookback period .