Christy Wyatt
SILICON LABORATORIESAbout Christy Wyatt
Independent director of Silicon Laboratories (SLAB) since 2019; age 53 as of the 2025 annual meeting. President and CEO of Absolute Security Corporation; previously President, CEO, and director of Absolute Software (public until its July 2023 acquisition). Career spans leadership roles at Citigroup, Motorola, Apple, Palm, and Sun Microsystems, with board experience and recognition in cybersecurity and software leadership. Current public board: Ericsson (NASDAQ: ERIC) since 2023. Independence affirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Absolute Software Corporation | President, CEO, Director | 2018–July 2023 (public until acquisition) | Led endpoint security/data risk management; company acquired by Crosspoint Capital Partners in July 2023. |
| Good Technology Corporation | Chairman, CEO, President | 2013–2015 | Led to acquisition by BlackBerry. |
| Dtex Systems | President, CEO, Director | 2016–2018 | Insider threat detection leadership. |
| Citigroup; Motorola; Apple; Palm; Sun Microsystems | Various senior leadership roles | — | Technology and global operating experience; security risk expertise. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ericsson (NASDAQ: ERIC) | Director | Since 2023 | Current public company directorship. |
| Absolute Security Corporation | President & CEO | Current | Successor entity post-Absolute Software acquisition. |
| Quotient Technology (NYSE: QUOT) | Director | July 2018–April 2022 | Prior public company board. |
Board Governance
- Independence: The board determined Wyatt and all non-management directors (except the CEO) are independent under Nasdaq rules.
- Current SLAB committee assignments (2024 fiscal year/2025 proxy): Compensation Committee Chair; Corporate Development & Finance (Finance) Committee member.
- Prior year (2023 fiscal year/2024 proxy): Compensation Committee member (Chair was Gregg Lowe); not listed on Finance (members were Sooch, Conrad, Richardson).
- Attendance: Each incumbent director attended at least 75% of aggregate board and applicable committee meetings in fiscal 2024; board met 4 times.
- Annual meeting attendance: All directors in office attended the 2024 annual meeting.
- Board leadership: Separate Chair and CEO; Lead Independent Director (Sumit Sadana) presides executive sessions; independent directors met in executive session four times in fiscal 2024.
Fixed Compensation (Director)
Program design and Wyatt’s fiscal 2024 compensation:
- Cash retainers/fees (program): $55,000 annual base; committee chairs/members and leadership retainers: Audit Chair $25,000; Audit member $9,000; Compensation Chair $25,000; Compensation member $9,000; Nominating Chair $10,000; Nominating member $5,000; Lead Director $20,000; Finance Chair $10,000; Finance member $5,000; Board Chair $20,000. Paid quarterly; pro-rated as needed.
- Annual equity grant (directors): RSUs equal to $200,000 grant-date value ($255,000 for Board Chair); 2024 grant sizes resulted in 1,475 RSUs for non-chair directors; vest on earlier of first anniversary or one day before the next annual meeting.
- Stock ownership guidelines (directors): 4x annual cash retainer (increased from 3x disclosed in prior proxy year).
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Christy Wyatt | 78,642 | 173,313 | 251,955 |
Performance Compensation (Executive Program overseen by Comp Committee)
Annual cash incentive (2024):
- Metrics, weights, and results: Company used Adjusted Non-GAAP Operating Income % (90% weight) and Sustainability Scorecard (10% weight). Actual Operating Income % was –13.6% (below threshold), Sustainability Scorecard at 60%; the committee exercised discretion to pay 0% for 2024 bonuses.
| 2024 Bonus Metric | Target | Weight | Actual/Payout |
|---|---|---|---|
| Adjusted Non-GAAP Operating Income % | 15% | 90% | –13.6%; below minimum, no funding |
| Sustainability Scorecard | 5 goals | 10% | 60% achievement; discretionary 0% payout |
Long-term incentives (PSUs):
- 2022/2023 PSU designs: 3-year Revenue CAGR (50%) and Non-GAAP OI Margin measured in Years 2 and 3 (25% each). 2022 cohort earned 0% due to industry downturn; 2023 cohort continues through FY2025 under preset targets.
- 2024 PSU design: Annual revenue growth rate (50%) and annual Non-GAAP OI margin (50%) averaged over 3 years; OI margin target dynamically linked to achieved revenue per long-term model; payout range 0–200%.
| Grant | Performance Period | Measures (weights) | Threshold | Target | Max |
|---|---|---|---|---|---|
| 2022 PSU | FY2022–FY2024 | 3-yr Rev CAGR (50%); FY2023 OI% (25%); FY2024 OI% (25%) | >10.0%; >14.0%; >17.7% | 20.0%; 15.8%; 19.5% | 30.0%; 17.6%; 21.4% |
| 2023 PSU | FY2023–FY2025 | 3-yr Rev CAGR (50%); FY2024 OI% (25%); FY2025 OI% (25%) | >10.0%; >22.0%; >26.2% | 20.0%; 24.5%; 27.7% | 30.0%; 26.0%; 29.2% |
| 2024 PSU | FY2024–FY2026 | Annual Rev Growth (50%); Annual OI% (50%), averaged | >10.0% | 20.0%; OI% per model “x%” | 30.0%; 1.5x OI% |
Governance features: Clawback policy compliant with Nasdaq Rule 10D-1; prohibits hedging/pledging in insider trading policy.
Other Directorships & Interlocks
| Company | Role | Overlap/Notes |
|---|---|---|
| Ericsson (NASDAQ: ERIC) | Director (current) | Current external public board. |
| Quotient Technology (NYSE: QUOT) | Director (prior) | July 2018–April 2022. |
- Compensation Committee interlocks: None; no insider participation.
- Related party transactions: None disclosed; Audit Committee must pre-approve any related party transactions under written policy.
Expertise & Qualifications
- Cybersecurity and risk management; software and global operating expertise; public company executive leadership; sales/marketing experience.
- Competency mappings in the prior-year matrix include Technology—Software, Public Company Executive Leadership, Sales & Marketing, Cyber Security and Risk Management among areas valued by SLAB.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Christy Wyatt | 5,720 | <1% | Outstanding shares 32,472,957 as of 2/24/2025. |
Ownership alignment and policies:
- Director ownership guideline: 4x annual cash retainer; vesting RSUs are used for annual director equity.
- Prior proxy noted all executive officers and directors were in compliance with ownership guidelines (at 3x retainer level).
- Insider policy prohibits hedging and pledging; pre-clearance and blackout periods apply.
Governance Assessment
Strengths and signals
- Strong investor support: Re-elected as Class III director in 2025 with 29,148,330 votes “For” vs. 148,034 “Against”; Say-on-Pay also received broad support (28,333,215 “For”).
- Independent director; serves as Compensation Committee Chair, aligning incentives with results (no NEO cash bonuses paid for 2024 due to underperformance).
- Director compensation structured with meaningful equity (annual RSUs) and increased ownership guideline to 4x retainer, enhancing alignment.
- No related-party transactions; interlocks policy robust; no comp committee interlocks disclosed.
Watch items
- Board oversight context: Company switched auditors in March 2025; prior auditor reported a 2023 material weakness related to inventory accounting (remediated oversight remains a board-wide focus, though Wyatt is not on Audit).
- Workload balance: Multiple leadership responsibilities (Comp Chair at SLAB; CEO of Absolute Security; director at Ericsson). Company policy expects directors to avoid conflicts and pre-clear other public boards (public company executives generally limited to one other public board; Wyatt’s CEO role is at a private company).
Shareholder Voting Snapshot (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election: Christy Wyatt | 29,148,330 | 148,034 | 9,598 | 1,440,988 |
| Say-on-Pay (Advisory) | 28,333,215 | 947,731 | 25,016 | 1,440,988 |
Historical Say-on-Pay support: ~93% approval in 2024; ~94% in 2023.
RED FLAGS
- None identified specific to Wyatt: no related-party transactions; no hedging or pledging permitted; attendance threshold met; shareholder support strong.
Appendix: Committee Composition (2024 fiscal year/2025 proxy)
- Compensation Committee: Chair – Christy Wyatt; Members – William G. Bock, Gregg Lowe. Meetings: 5.
- Corporate Development & Finance Committee: Members – Navdeep S. Sooch (Chair), Nina Richardson, Christy Wyatt. Meetings: 5.
- Audit Committee: Chair – William G. Bock; Members – Sherri Luther, Nina Richardson. Meetings: 6.
- Nominating & Corporate Governance: Chair – Gregg Lowe; Members – Sumit Sadana, Sherri Luther. Meetings: 4.