Rajesh Vashist
About Rajesh Vashist
Rajesh Vashist is Chairman, President and Chief Executive Officer of SiTime, serving as CEO and director since September 2007 and Chairman since November 1, 2019 . Age 67 as of March 31, 2025 . Education: B.S. in engineering from National Institute of Technology Rourkela (India) and MBA from Marquette University . Under his leadership, SiTime’s 2024 GAAP revenue was $202.7 million with 40.8% revenue growth versus 2023, while GAAP net income was a loss of $93.6 million; five‑year cumulative TSR index (base $100) reached 841 vs 269 for the Philadelphia Semiconductor Index peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ikanos Communications, Inc. | CEO and Chairman | 1999–2006 | Led a fabless semiconductor/software company; prior CEO experience cited by SiTime’s board as key qualification . |
External Roles
- No other current public company directorships for Mr. Vashist disclosed by SiTime; focus is internal CEO/Chairman role .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | 666,667 (reflects 12/1/24 raise to $850,000) |
| Target Bonus % of Salary | 100% | 100% | 100% |
| Actual Bonus Paid ($) | 714,503 (RSUs) | 243,750 (RSUs) | 1,700,000 (RSUs) |
- CEO base salary increased from $650,000 to $850,000 effective December 1, 2024 .
- Bonuses are paid in RSUs (timed to vest in May/Aug 2025 for 2024 performance) .
Performance Compensation
Annual Bonus Plan (2024 design and outcome)
| Goal | Weight | Threshold (80%) | Target (100%) | Max (≥140%) | Actual 2024 | Payout vs Target |
|---|---|---|---|---|---|---|
| GAAP Revenue Growth | 70% | 21.1% | 26.4% | 37.0% (200%) | 40.8% | 200% |
| Individual Goals | 30% | 50% | 100% | 200% | 200% (approved) | 200% |
| Total CEO Payout | — | — | — | — | — | 200% of $850,000 = $1,700,000 |
- 2024 non-GAAP OI gate: payments above 150% required positive non-GAAP operating income; payout paid in RSUs vesting May 20 and Aug 20, 2025 .
Long-Term Equity (2024 grants to CEO)
| Instrument | Grant Date | Target Shares | Metric | Performance Window | Vesting |
|---|---|---|---|---|---|
| RSU | 3/15/2024 | 37,529 | Time-based | — | 6.25% started May 20, 2024; quarterly thereafter |
| RSU | 8/12/2024 | 7,225 | Time-based | — | 12.5% vested Aug 2024; then 6.25% quarterly |
| PRSU | 3/15/2024 | 28,146 | Relative TSR vs SOX | 1/1/2024–12/31/2025 | Earned PRSUs (if any) vest 2/20/2027 |
| PRSU | 3/15/2024 | 28,146 | Relative TSR vs SOX | 1/1/2024–12/31/2026 | Earned PRSUs vest 2/20/2027 |
| PRSU | 8/12/2024 | 5,419 | Relative TSR vs SOX | 1/1/2024–12/31/2025 | Earned PRSUs vest 2/20/2027 |
| PRSU | 8/12/2024 | 5,419 | Relative TSR vs SOX | 1/1/2024–12/31/2026 | Earned PRSUs vest 2/20/2027 |
- PRSU payout curve: 0% below 30th percentile; 100% at 55th; 200% at 80th; capped at 100% if TSR is negative; single vest date of 2/20/2027 for earned shares .
- 2024 mix: ~60% of CEO’s annual equity target in PRSUs (balance RSUs) .
Historical Equity Program Notes
- No stock options are granted to employees or directors; only RSUs/PRSUs outstanding .
- 2023 one-year revenue PRSUs were forfeited; 2023 two-year TSR PRSUs remain contingent (window through 12/31/2024 per prior design) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 247,626 shares (1.0%) as of March 28, 2025; includes 10,936 RSUs vesting within 60 days and 28,399 shares held by Alderbran Constellation LLC (managed by Mr. Vashist) . |
| Outstanding Unvested/Unearned (12/31/2024) | RSUs: multiple tranches (e.g., 30,492; 5,870; 4,525; 14,662 units) and PRSUs Target: 67,130; 21,992; 23,943 units; FMV based on $214.53 at 12/31/2024 . |
| Ownership Guidelines | CEO guideline raised from 5x to 6x base salary by 12/31/2026; as of 1/1/2025, all executive officers were in compliance with guidelines . |
| Pledging/Hedging | Prohibited under policy; prior approval required for any pledging (policy states prohibition and restrictions) . |
| 2024 Stock Vested | 186,989 shares vested for Mr. Vashist; value realized $27,320,739 . |
Vesting cadence and potential supply:
- 2024 bonus RSUs vest 50% on 5/20/2025 and 50% on 8/20/2025 .
- 2024 RSUs continue to vest quarterly; 2024/2026 PRSUs (if earned) cliff vest on 2/20/2027 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Base Agreements | CEO employment agreement (originating 2014) with subsequent assignment letters for Netherlands support; at-will employment . |
| Severance (non‑CoC) | Upon “Involuntary Termination”: lump sum equal to annual base salary + target bonus; up to 12 months COBRA; acceleration of all unvested equity (except special PRSU rules below); release required . |
| Change‑of‑Control | If employed through close: acceleration of all unvested equity; If Involuntary Termination within 3 months before to 12 months after CoC: 2x (base + target bonus) lump sum; up to 18 months COBRA; acceleration of all unvested equity; offset against any non‑CoC severance; release required . |
| PRSU Treatment | 2024 PRSUs: no acceleration for non‑CoC terminations; CoC in 2024–2026 with Involuntary Termination (or death/disability): accelerate maximum shares; CoC after performance window: accelerate certified earned shares, net of any vested . 2023 TSR PRSUs: accelerate certified earned shares upon CoC (no non‑CoC acceleration) . |
| Clawback | SEC/Nasdaq‑compliant incentive compensation recoupment policy adopted Nov 2023 . |
| Non‑Compete/Non‑Solicit | Not specifically disclosed in proxy’s CEO summary; standard proprietary information and inventions assignment agreements are executed . |
| Perquisites | 2024 Netherlands housing accommodation and related tax gross‑up ($120,000 lease + $123,842 gross‑up) . |
| Tax Gross‑ups (CoC) | Company states no tax “gross‑ups” in connection with change‑in‑control . |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumulative TSR Index ($100 base) | 438.90 | 1,147.20 | 398.50 | 478.75 | 841.29 |
| Peer TSR (Philadelphia Semiconductor Index) | 151.10 | 213.40 | 136.90 | 225.75 | 269.24 |
| Revenue ($M, GAAP) | 116.2 | 218.8 | 283.6 | 144.0 | 202.7 |
| Net Income ($M, GAAP) | (9.4) | 32.3 | 23.3 | (80.5) | (93.6) |
- 2024 revenue growth +40.8% vs 2023; bonus targets tied to revenue growth were exceeded at maximum .
- Product/platform highlights in 2024 included eight new platforms and introduction of Chorus clock SoC for AI data centers (ClkSoC) and Chorus Automotive generators (as part of CD&A narrative) .
Board Governance
- Role: CEO and Chairman; lead independent director in place (Raman K. Chitkara) to balance dual role, set agendas with CEO, preside over executive sessions, and act as liaison to shareholders .
- Independence: 6 of 8 directors independent; board affirms no material disqualifying relationships for independents .
- Committees (2024):
- Audit (Chair: Chitkara; members: Chitkara, Frank, Kreindl; 10 meetings) .
- Compensation & Talent (Chair: Kreindl; members: Kreindl, Chitkara, Schuelke; 12 meetings) .
- Nominating & Corporate Governance (Chair: Schuelke; members: Schuelke, Frank, Heckart; 5 meetings) .
- Attendance: Board met 4 times in 2024; each director attended all Board and applicable committee meetings; executive sessions of independent directors held regularly .
- Board tenure: Vashist director since 2007; Chairman since 2019 .
Governance signals:
- Stock ownership guidelines strengthened (CEO to 6x salary by 12/31/2026) .
- Hedging/pledging prohibited; insider trading policy in place .
- Clawback policy adopted (Nov 2023) .
- Say‑on‑Pay approval: ~82% in 2024 (up from ~51% in 2023); company adjusted program in response to investor feedback (longer PRSU periods, remove overlapping metrics) .
Director Compensation (as Director)
- As an employee director, Mr. Vashist’s compensation is disclosed in NEO tables; no separate non‑employee director retainer is disclosed for him . Non‑employee director pay framework discussed separately in the proxy; not applicable to CEO .
Compensation Peer Group (design input, benchmarking)
- Compensation consultant: Pearl Meyer (independent; no conflicts) .
- 2025 peer group includes ACMR, AEHR, AVAV, ALGM, AMBA, CRDO, PI, INDI, LSCC, NVTS, ONT, POWI, S, SLAB, RMBS, SYNA, OLED, VICR, WOLF; SITM ranked ~25th percentile by revenue and ~40th percentile by market cap at selection .
Related Party Transactions and Red Flags
- No options; no repricing reported .
- Perquisite tax gross‑up paid for temporary international housing in 2024; company states no CoC tax gross‑ups .
- Prohibition on hedging/pledging reduces alignment risk .
- Auditor change in 2024 with remediation of a prior material weakness related to cash flow classification; Deloitte appointed for 2024+ .
Investment Implications
- Pay‑for‑performance linkage strengthened: 2024 design ties 70% of bonus to revenue growth and shifts long‑term mix toward multi‑year relative TSR PRSUs with rigorous thresholds and capped payouts under negative TSR, aligning incentives with shareholder returns .
- Potential selling pressure windows: 2024 bonus RSUs vest on 5/20/2025 and 8/20/2025; ongoing quarterly RSU vesting; if TSR targets are met, a large PRSU cliff in Feb 2027 could create event‑driven supply; monitor 10b5‑1 plans and Form 4s near these dates .
- Retention and change‑of‑control: CEO enjoys single‑trigger equity acceleration at CoC and robust double‑trigger cash/COBRA benefits; PRSU “max acceleration” upon CoC+termination during performance window increases transaction costs and could be viewed as shareholder‑unfriendly; however, clawback, ownership guidelines, and no CoC tax gross‑ups are positives .
- Governance balance: CEO/Chair structure mitigated by an empowered lead independent director, majority‑independent board, committee structures, and strong meeting attendance .
- Performance backdrop: Big bounce in 2024 revenue vs 2023 and strong five‑year TSR outperformance vs SOX; GAAP losses in 2023–2024 emphasize need to track margin recovery vs growth as PRSUs approach measurement and vesting .
Note: For up‑to‑date insider trading activity, 10b5‑1 plan disclosures, and current stake changes, review recent Forms 4 and Section 16 filings (not summarized here).