Dean Butler
SILICON LABORATORIESAbout Dean Butler
Dean Butler, age 42, has served as Senior Vice President and Chief Financial Officer of Silicon Laboratories since May 15, 2024, following financial leadership roles at Synaptics (SVP & CFO), Marvell Technology, Broadcom, and Maxim Integrated; he holds a bachelor’s in finance from the University of Minnesota Duluth and completed Stanford’s Strategic Financial Leadership Program, and currently serves on the board of Pixelworks (NASDAQ: PXLW) . In 2024, Silicon Labs’ revenue declined ~25% to $584 million, GAAP gross margin was 53%, adjusted non-GAAP operating income percent was −13.6% (driving zero annual bonus funding), and the company noted Q4 revenue nearly doubled year-over-year amid inventory normalization; Butler is the executive sponsor of the Sustainability Steering Committee linking ESG objectives to incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synaptics | Senior Vice President & Chief Financial Officer | Not disclosed | Led global finance as public-company CFO prior to joining Silicon Labs |
| Marvell Technology | Financial leadership roles | Not disclosed | Semiconductor finance leadership experience |
| Broadcom | Financial leadership roles | Not disclosed | Scale and operational finance expertise |
| Maxim Integrated | Financial leadership roles | Not disclosed | Analog/mixed-signal finance and operations support |
External Roles
| Organization | Role | Years |
|---|---|---|
| Pixelworks (NASDAQ: PXLW) | Director | Not disclosed |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $475,000 | Set by Compensation Committee; no FY2024 increase given market conditions |
| Target Bonus (% of salary) | 100% | Annual cash incentive based on corporate metrics |
| Actual Bonus Paid | $0 (0% of salary) | Adjusted Non-GAAP OI% metric below threshold; Committee also zeroed sustainability payout |
| Sign-on/Retention Bonus | $500,000 (signing) | Paid on hire in May 2024 |
| Perquisites | Annual executive physical only | No significant perqs; executives on standard welfare plans |
| Retirement | 401(k) with match; no SERP/NQDC | Broad-based plan participation |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Adjusted Non-GAAP Operating Income % | 90% | Sliding scale; 100% payout at plan target; max 150% at 120% of target | −13.6% → no funding/payout | N/A |
| Annual Cash Bonus (2024) | Sustainability Scorecard (5 goals) | 10% | 60% payout for 3/5, 80% for 4/5, 100% for 5/5; two accelerators up to 150% | 60% achievement; Compensation Committee applied discretion to pay $0 | N/A |
| PSUs (granted 5/15/2024) | Revenue Growth Rate (avg. over FY2024–FY2026) | 50% | Threshold >10%; Target 20%; Max 30% | In-progress (three-year) | Vests 1/31/2027 |
| PSUs (granted 5/15/2024) | Non-GAAP OI Margin (avg. over FY2024–FY2026; dynamic by revenue) | 50% | Target margin resets annually per long-term model; 0 payout if negative OI% | In-progress (three-year) | Vests 1/31/2027 |
| RSUs (11,978 shares) | Time-based | — | — | — | Vests 1/3 on each 5/15/2025, 5/15/2026, 5/15/2027 |
| RSUs (15,971 shares) | Time-based | — | — | — | Vests 1/2 on each 5/15/2025, 5/15/2026 |
| 2024 Equity Grants | Units (#) | Grant-Date Fair Value ($) |
|---|---|---|
| PSUs | 11,978 | $1,575,945 |
| RSUs | 27,949 (11,978 + 15,971) | $3,677,250 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | “—” shares as of Feb 15, 2025; <1% of outstanding |
| Vested vs Unvested | Unvested RSUs: 11,978 (3-tranche) + 15,971 (2-tranche); Unvested PSUs: 11,978 |
| Options | None disclosed for Butler; no exercisable/unexercisable options listed |
| Ownership Guidelines | CFO required to hold 3× base salary; RSUs count, options/PSUs do not; NEOs comply or are on-track within phase-in period |
| Pledging/Hedging | Prohibited for all employees and executives |
Employment Terms
- Start date and role: CFO since May 15, 2024 .
- Severance (Non-Change-in-Control): 100% of annual base salary; 100% of target variable compensation; pro-rata earned bonus for year of termination; RSUs that would vest within 12 months accelerate; 12 months COBRA .
- Change-in-Control (Double Trigger): 100% of salary; 100% of target bonus; prior-year earned bonus if unpaid; pro-rata target bonus for year of termination; full RSU acceleration; PSU vest at greater of actual or 100% target; 12 months COBRA; “best after tax” 280G cutback vs excise tax option .
- Potential Payouts (as of 12/28/2024): CIC termination total $6,098,787 (severance $475,000; target bonus $475,000; accelerated equity $5,101,872; COBRA $46,915) . Non-CIC termination total $2,527,336 (severance $475,000; target bonus $475,000; accelerated equity $1,530,421; COBRA $46,915) .
- Clawback: Nasdaq-compliant recoupment policy adopted Oct 2023; all awards subject to recovery for restatement or misconduct .
Performance & Track Record
| Metric/Context | 2024 Outcome |
|---|---|
| Revenue | $584 million; down ~25% y/y |
| Gross Margin (GAAP) | 53% |
| Adjusted Non-GAAP OI% | −13.6% (no bonus funding) |
| Cash Flow from Operations | $(13.9) million used; year-end liquidity ~$382 million |
| Recovery Signals | Q4 revenue nearly doubled y/y; Home & Life grew sequentially all 2024; Industrial & Commercial up ~50% y/y in Q4 |
| TSR disclosure | Company TSR presented in pay-versus-performance table (methodology per Item 402(v)) |
Compensation Governance and Peer Benchmarking
- Peer group for 2024 decisions includes Lattice, Synaptics, MACOM, Semtech, Power Integrations, Universal Display, Wolfspeed, and others; Mercer provided market data, no conflicts reported .
- Say-on-Pay approval ~93% at 2024 meeting; Compensation Committee retained program design .
- Governance standards: double-trigger CIC, no excise tax gross-ups, ownership guidelines, clawback, hedging/pledging bans, minimal perqs .
Risk Indicators & Red Flags
- Hedging/pledging banned (reduces misalignment risk) .
- Strong CIC acceleration terms (equity and cash) may create event-driven retention but also potential windfall risk; PSUs vest at ≥100% target upon CIC termination .
- Zero 2024 bonus despite partial sustainability achievement underscores pay-for-performance discipline .
- Material weakness in inventory accounting noted for FY2023 (company-level control issue; EY reported) but not tied to Butler’s tenure; auditor transition to Deloitte in 2025 .
Compensation Structure Analysis
- Mix: Significant equity emphasis (PSUs and RSUs) and at-risk pay; Butler’s 2024 equity grant fair value $5.25 million vs $0 cash bonus—high leverage to multi-year performance .
- Shift: Program includes PSUs with dynamic OI margin targets linked to revenue to address cyclicality; no option grants—focus on RSUs/PSUs (lower risk than options) .
- Discipline: Committee canceled 2024 bonuses despite partial ESG goal achievement; no tax gross-ups; clawback in place .
Equity Ownership & Alignment (detail)
| Category | Shares/Units | Notes |
|---|---|---|
| Beneficially Owned | — | As of Feb 15, 2025; <1% |
| Unvested RSUs | 11,978 | Vests 1/3 annually starting 5/15/2025 |
| Unvested RSUs | 15,971 | Vests 1/2 on 5/15/2025 and 5/15/2026 |
| Unvested PSUs | 11,978 | Vests 1/31/2027 subject to multi-year performance |
| Ownership Guideline | 3× base salary | RSUs count; PSUs/options excluded; on-track within phase-in period |
| Pledging | Not permitted | Company-wide prohibition |
Employment Terms (detail)
| Term | Provision |
|---|---|
| Severance (Non-CIC) | 1× salary; 1× target bonus; pro-rata actual bonus; 12 months COBRA; 12 months RSU acceleration |
| CIC (Double Trigger) | 1× salary; 1× target bonus + pro-rata target bonus; full RSU acceleration; PSUs ≥100% target; 12 months COBRA; “best after tax” 280G treatment |
| Insider Policy | Trading windows, pre-clearance, hedging/pledging prohibited |
| Clawback | Nasdaq-compliant; restatements/misconduct recovery applies to cash and equity |
Investment Implications
- Alignment: Zero 2024 cash bonus and PSU design tied to multi-year revenue growth and OI margin support pay-for-performance; Butler’s compensation heavily equity-linked and subject to performance and service conditions .
- Retention and supply: Significant unvested RSUs (scheduled on 5/15/2025, 5/15/2026, 5/15/2027) and PSUs (1/31/2027) reduce near-term departure risk; watch for potential sell-to-cover activity around vest dates that could create modest trading pressure .
- Event risk: CIC terms provide full equity acceleration and cash multiples (PSUs at ≥100% target), potentially incentivizing neutrality in strategic transactions but creating investor dilution concerns if a CIC occurs; estimated Butler CIC termination value ~$6.1 million as of FY2024 .
- Ownership: Beneficial ownership currently minimal (“—”), but stock ownership guidelines (3× salary) and RSU holdings aim to increase alignment over the phase-in period; hedging/pledging ban strengthens alignment quality .
- Governance signal: Strong Say-on-Pay support (~93%) and compensation governance standards reduce pay inflation and misalignment risk; auditor transition and prior inventory control weakness warrant continued monitoring of financial controls .