Brandon Tolany
SILICON LABORATORIESAbout Brandon Tolany
Brandon Tolany is Senior Vice President of Worldwide Sales & Marketing at Silicon Labs (SLAB), a role he has held since January 2016. He is 50 and holds a bachelor’s degree in communications from the University of Texas at Austin . Company operating context for 2024: revenue was $584 million (down ~25% YoY), GAAP gross margin was 53%, GAAP operating loss was $165 million, and year-end cash/cash equivalents and short-term investments were ~$382 million; demand improved over the year with Q4 revenue nearly doubling YoY and Industrial & Commercial up ~50% YoY as inventories normalized .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Silicon Labs | SVP, Worldwide Sales & Marketing | Jan 2016 – present | Leads global sales and marketing; responsible for demand recovery and design-win execution in IoT end-markets |
| Freescale Semiconductor | SVP, Chief Sales & Marketing Officer | 2013 – 2015 | Led global sales and marketing activities |
| Freescale Semiconductor | VP, Global Marketing for Microcontrollers | — | Spearheaded MCU marketing globally |
| Freescale Semiconductor | Director of Sales & Field Application Engineering, Americas West | — | Led regional sales and FAE organization |
| Freescale Semiconductor | Marketing Manager, i.MX Applications Processor | 2004 – — | Early-career marketing leadership within applications processors |
| Luminent | Director of Sales & Business Development | — | Led global marketing efforts |
| Mitsubishi Electric | Product Manager | — | Managed product line responsibilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rosedale Foundation | Board Member | — | Non-profit board service |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (actual, as reported) | $410,972 | $379,288 (reflects 20% reduction Aug–Dec 2023) | $414,000 |
| Base salary rate (company table) | — | $414,000 | $414,000 |
| Target annual bonus (% of base) | — | — | 100% |
| Actual annual bonus payout | — | — | 0% (no payout for 2024) |
Performance Compensation
2024 Annual Bonus Plan and Results
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted non-GAAP Operating Income % | 90% | 15% | –13.6% | 0% (below threshold) |
| Sustainability Scorecard (5 goals) | 10% | Achieve 3/5=60%, 4/5=80%, 5/5=100%; accelerators up to 150% if all 5 achieved | 60% achieved | 0% (committee discretion to pay zero) |
| Total Bonus Outcome | — | — | — | 0% (of target) for Tolany |
2024 Equity Awards (Granted to Tolany)
| Award Type | Grant Date | Target/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSU | Feb 15, 2024 | 8,684 | $1,232,694 | 3-year performance; metrics: Revenue Growth Rate (50%) and non-GAAP OI Margin (50%), each measured annually and averaged; payout 0–200% of target |
| RSU | May 15, 2024 | 8,784 | $1,155,711 | 1/3 on May 15, 2025/2026/2027, subject to service |
PSU Program Design and Recent Outcomes
| Grant Year | Performance Period | Metrics & Weights | Threshold | Target | Max | Outcome |
|---|---|---|---|---|---|---|
| 2022 | FY2022–FY2024 | 3-yr Revenue CAGR (50%); FY2023 OI Margin (25%); FY2024 OI Margin (25%) | >10.0%, >14.0%, >17.7% | 20.0%, 15.8%, 19.5% | 30.0%, 17.6%, 21.4% | 0% payout due to industry downturn; none earned |
| 2023 | FY2023–FY2025 | 3-yr Revenue CAGR (50%); FY2024 OI Margin (25%); FY2025 OI Margin (25%) | >10.0%, >22.0%, >26.2% | 20.0%, 24.5%, 27.7% | 30.0%, 26.0%, 29.2% | In-flight (performance to be measured per plan) |
| 2024 | FY2024–FY2026 | Revenue Growth Rate (50%); OI Margin (50%), both measured annually and averaged over 3 years; targets dynamic per long-term model | >10.0%; >0.5x% | 20.0%; x% (per model) | 30.0%; 1.5x% | In-flight |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 15, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Brandon Tolany | 48,135 | <1% | Includes 18,270 shares issuable upon option exercise |
- Stock ownership guidelines: Other executives must hold 2x base salary in company stock; RSUs count; unvested options/PSUs do not. Company states all NEOs comply or are on track within the phase-in period .
- Hedging and pledging: Company policy prohibits hedging and pledging of company securities for all employees, officers, and directors .
Outstanding Equity and Vesting Schedules (as of Dec 28, 2024)
| Instrument | Key Terms | Units/Strike | Schedule/Date |
|---|---|---|---|
| Stock Options (NQ) | Grant 1/28/2016; fully vested since 1/28/2020; expires 1/28/2026 | 18,270 @ $43.82 | Exercisable; expiration Jan 28, 2026 |
| RSU | Grant 5/15/2022 | 1,820 unvested | Vests May 15, 2025 |
| RSU | Grant 5/15/2023 | 3,199 unvested | 1/2 vests May 15, 2025; 1/2 May 15, 2026 |
| RSU | Grant 5/15/2024 | 8,784 unvested | 1/3 vests May 15, 2025/2026/2027 |
| PSU (performance) | Grant 2/15/2022 | 4,328 unearned | Vests 2/15/2025; company determined plan earned 0% |
| PSU (performance) | Grant 2/15/2023 | 9,105 unearned | Vests 2/15/2026, subject to plan performance |
| PSU (performance) | Grant 2/15/2024 | 8,684 unearned | Vests 2/15/2027, subject to plan performance |
Note: As of 12/28/2024, the company’s stock closed at $127.78, and Tolany’s outstanding option strike is $43.82, indicating those options were in the money on that date .
Employment Terms
| Provision | Non–Change in Control (Non-CIC) | Change in Control (Double-Trigger) |
|---|---|---|
| Cash severance | 100% of base salary | 100% of base salary |
| Bonus | 100% of target annual variable comp; pro-rata of actual current-year bonus | 100% of target annual variable comp; prior-year earned bonus if unpaid; pro-rata of current-year target bonus |
| Equity vesting | RSUs scheduled to vest within 12 months accelerate | Full acceleration of options/RSUs; PSUs vest at greater of actual performance or 100% target |
| COBRA | Lump sum equal to 12 months of COBRA premiums | Lump sum equal to 12 months of COBRA premiums |
| Triggers | Involuntary termination not for misconduct (or qualifying resignation) | Double-trigger: CIC plus qualifying termination (demotion, relocation, or termination other than misconduct) from 90 days pre-CIC to 18 months post-CIC |
| Excise tax gross-up | None; “best after tax” cutback applies | |
| Clawback | Nasdaq-compliant recoupment policy for erroneously awarded incentive comp |
Potential Payout Illustrations (assumed termination 12/28/2024)
| Scenario | Severance ($) | Target Bonus ($) | Accelerated Equity ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Change in Control + Termination | 414,000 | 414,000 | 4,589,858 | 35,218 | 5,453,076 |
| Non-CIC Termination | 414,000 | 414,000 | 811,020 | 35,218 | 1,674,238 |
Compensation Structure Analysis
- High at-risk pay orientation with 0% cash bonus for 2024; targets were rigorous and not achieved (Adj. non-GAAP OI% −13.6%), and sustainability scorecard (60%) was zeroed via discretion, aligning realized cash comp to performance .
- Equity-heavy mix: 2024 RSUs ($1.16M) and PSUs ($1.23M) delivered, while legacy options remain from 2016 (fully vested, in-the-money as of 12/28/2024); no 2024 option grants, consistent with shift to RSUs/PSUs .
- PSU accountability: 2022 cycle paid 0% amid industry downturn, reinforcing downside risk in long-term performance pay .
- Governance quality: no excise tax gross-ups; prohibitions on hedging/pledging; Nasdaq-compliant clawback; strong say-on-pay support (~93% in 2024) .
Say-on-Pay, Peer Benchmarking, and Governance Context
- Say-on-Pay: ~93% approval at 2024 annual meeting; committee maintained design in 2024 consistent with shareholder feedback .
- Peer group used for 2024 compensation: Advanced Energy, Alpha & Omega, Cirrus Logic, Diodes, Knowles, Lattice, MACOM, MaxLinear, Monolithic Power, National Instruments, NETGEAR, Power Integrations, Semtech, Synaptics, Universal Display, Wolfspeed .
- Salaries generally targeted at market median; total direct compensation targeted above market when stringent performance targets are achieved .
Risk Indicators & Red Flags
- Controls: EY reported a prior material weakness in inventory accounting as of FY2023; EY was subsequently dismissed (Mar 3, 2025) and Deloitte appointed; no disagreements reported with EY; EY’s FY2024 opinion did not carry an adverse opinion .
- Hedging/pledging prohibited; Related-party transactions subject to stringent review; no Tolany-specific related party transactions disclosed .
Investment Implications
- Near-term supply/flow: Multi-year RSU tranches in May (2025/2026/2027) and a significant in-the-money option expiring Jan 2026 create identifiable windows for potential insider selling to satisfy taxes/liquidity; watch Form 4s around mid-May and ahead of Jan 2026 as potential (modest) stock supply events .
- Alignment and retention: Double-trigger CIC protection with full equity acceleration and 1x salary/bonus is competitive but not excessive; zero 2024 bonus and 2022 PSU zero-out show real downside, while sizable unvested RSUs/PSUs support retention and long-term alignment .
- Execution risk: 2024 bonus miss (OI% negative) amid downcycle and prior controls weakness heighten scrutiny on operational recovery and forecasting rigor; improvement in bookings and Q4 snapback is constructive, but PSU outcomes still depend on multi-year growth/margin delivery .
- Governance quality: Strong shareholder support, clawback, no hedging/pledging, and no excise gross-ups are shareholder-friendly; ownership guidelines (2x salary) and policy compliance further support incentive alignment .