R. Matthew Johnson
SILICON LABORATORIESAbout R. Matthew Johnson
R. Matthew Johnson (age 49) is President, Chief Executive Officer, and Director of Silicon Laboratories (Silicon Labs) since January 2022; he has served as President since April 2021 and previously led the company’s IoT business from July 2018 to April 2021. He holds a B.S. in Electrical Engineering Technology from the University of Maine and completed executive programs at Harvard Business School and Stanford University . Under his tenure, 2024 revenue was $584.4 million (down ~25% YoY amid an industry correction), GAAP gross margin was 53%, and GAAP operating loss was $165 million; management highlighted a strong exit to 2024 with Q4 revenue nearly doubling YoY and improved order patterns as inventories normalized . Pay-versus-performance disclosures show 2024 company TSR of 109.66 on a $100 base (vs 294.12 for the PHLX Semiconductor Index), GAAP net loss of $191.0 million, and “compensation actually paid” to the CEO of $5.6 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Silicon Labs | CEO and Director | Jan 2022–present | Leads strategy and execution; board member ensuring oversight alignment |
| Silicon Labs | President | Apr 2021–present | Company-wide leadership during portfolio focus on IoT |
| Silicon Labs | SVP & GM, IoT BU | Jul 2018–Apr 2021 | Drove IoT product and market leadership |
| NXP Semiconductors | SVP & GM, automotive processing & software | — (prior to 2018) | Led automotive processing and software development |
External Roles
| Organization | Role | Years |
|---|---|---|
| Novanta (NASDAQ:NOVT) | Director | Current |
| Semiconductor Industry Association | Board member | Current |
| Dell Children’s Medical Center Foundation | Board of Trustees | Current |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 689,000 | 689,000 |
| Annual Cash Incentive – Target ($) | — | 895,700 target; threshold $53,742; max $1,343,550 |
| Annual Cash Incentive – Actual Payout ($) | — | $0 (2024 bonus opportunity canceled; no bonuses paid based on 2024 results) |
Performance Compensation
- Pay mix: ~91% of CEO target pay is at-risk (equity and performance-linked) .
- Key corporate performance measures used for executive pay: Adjusted Revenue, Adjusted non-GAAP operating income margin, Revenue CAGR, and Sustainability Goal Achievement .
PSU program design and targets
| Grant date | Performance period | Metrics & weights | Threshold | Target | Maximum |
|---|---|---|---|---|---|
| Dec 22, 2021 & Feb 15, 2022 | 3-year through FY2024 | 3-yr Revenue CAGR (50%); FY2023 non-GAAP OI margin (25%); FY2024 non-GAAP OI margin (25%) | >10.0%; >14.0%; >17.7% | 20.0%; 15.8%; 19.5% | 30.0%; 17.6%; 21.4% |
| Feb 15, 2023 | 3-year through FY2025 | 3-yr Revenue CAGR (50%); FY2024 non-GAAP OI margin (25%); FY2025 non-GAAP OI margin (25%) | >10.0%; >22.0%; >26.2% | 20.0%; 24.5%; 27.7% | 30.0%; 26.0%; 29.2% |
| Feb 15, 2024 | 3-year through FY2026 | Annual Revenue Growth Rate (50%) and annual non-GAAP OI Margin averaged across 3 years (50%; dynamic target linked to revenue level) | >10.0%; >0.5x% | 20.0%; x% | 30.0%; 1.5x% |
- 2022 PSU cohort outcome: due to the industry downturn, 2022 grants (performance period through FY2024) did not meet thresholds and earned 0% .
2024 equity grants for Johnson
| Award type | Target shares (#) | Grant date fair value ($) |
|---|---|---|
| PSUs (3-year) | 23,684 | 3,361,944 |
| RSUs (time-based) | 23,956 | 3,151,891 |
Equity Ownership & Alignment
- Beneficial ownership: 7,226 shares (<1% of outstanding) as of Feb 15, 2025; shares outstanding 32,472,957 .
- 2024 stock vested: 23,829 shares acquired on vesting (value $3,135,181); no option exercises .
- Outstanding/unvested awards at FY2024 year-end (Johnson):
- PSUs unearned: 25,014 (granted 12/22/2021; vests 2/15/2025; $3,196,289), 14,424 (granted 2/15/2022; vests 2/15/2025; $1,843,099), 21,976 (granted 2/15/2023; vests 2/15/2026; $2,808,093), 23,684 (granted 2/15/2024; vests 2/15/2027; $3,026,342) .
- RSUs unvested: 6,066 (5/15/2022; $775,113), 10,662 (5/15/2023; $1,362,390; vests 50% on 5/15/2025 and 50% on 5/15/2026), 23,956 (5/15/2024; $3,061,098; vests one-third on 5/15/2025, 5/15/2026, 5/15/2027) .
- Ownership guidelines: CEO must hold 6x base salary; RSUs count, options/PSUs do not; all NEOs comply or are on track within phase-in .
- Hedging/pledging: prohibited for all employees, including executives .
Employment Terms
| Scenario | Severance ($) | Target Bonus Payment ($) | Equity Acceleration ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Change in control + involuntary termination (double trigger) | 1,378,000 | 1,791,400 | 16,072,424 | 70,591 | 19,312,415 |
| Non-CIC involuntary termination | 689,000 | 895,700 | 2,476,632 | 35,295 | 4,096,627 |
- Structure: CEO Severance Agreement approved July 2024 provides double-trigger CIC benefits of 2x salary and 2x target bonus, full vesting of RSUs/options, PSUs vest at greater of actual or 100% target, and 24 months COBRA; non-CIC termination provides 1x salary, 1x target bonus, 12 months COBRA, and RSUs vesting for grants that would vest within 12 months .
- 280G/4999: “Best after tax” cutback—no excise tax gross-ups .
- Clawback: Nasdaq-compliant recoupment policy covering erroneously awarded incentive comp; also recovery for fraud/willful misconduct .
Board Governance
- Role and independence: Johnson is a management director (Class II) with term expiring 2027; board policy separates Chair and CEO; Lead Independent Director is Sumit Sadana; independent directors held four executive sessions in 2024 .
- Committees: CEO is not on board committees; Audit (Bock—Chair; Luther; Richardson), Compensation (Wyatt—Chair; Bock; Lowe), Nominating & Corporate Governance (Lowe—Chair; Sadana; Luther), Corporate Development & Finance (Sooch—Chair; Richardson; Wyatt) .
- Board activity: Each incumbent director attended ≥75% of board and committee meetings in 2024 .
Compensation Process, Peer Group, and Shareholder Feedback
- Process and consultant: Compensation Committee (all independent) sets NEO pay with Mercer as independent advisor; CEO provides recommendations (not on his own pay) .
- Market positioning: Target base salaries at median; total direct compensation above market when stringent performance goals are achieved .
- Peer group used for 2024: Advanced Energy Industries; Alpha & Omega Semi; Cirrus Logic; Diodes; Knowles; Lattice; MACOM; MaxLinear; Monolithic Power; National Instruments; NETGEAR; Power Integrations; Semtech; Synaptics; Universal Display; Wolfspeed .
- Say-on-Pay: ~93% approval at 2024 Annual Meeting .
Performance & Track Record
| Metric | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|---|
| Company TSR (cumulative index on $100 base) | 109.29 | 177.15 | 116.43 | 113.52 | 109.66 |
| GAAP Net Income ($) | 12,531,000 | 2,117,399,000 | 91,402,000 | (34,516,000) | (191,010,000) |
| Adjusted Revenue ($) | 886,677,000 | 926,572,000 | 1,024,106,000 | 782,258,000 | 584,386,000 |
- 2024 business context: revenue fell ~25% to $584 million; GAAP gross margin 53%; GAAP operating loss $165 million; Q4 revenue nearly doubled YoY as inventory digestion eased; improved bookings and distribution trends .
Vesting Calendar Highlights (insider selling pressure lens)
- PSUs: 12/22/2021 and 2/15/2022 grants vest on 2/15/2025 (subject to performance); 2/15/2023 grant vests 2/15/2026; 2/15/2024 grant vests 2/15/2027 .
- RSUs: 5/15/2023 grant vests 50% on 5/15/2025 and 50% on 5/15/2026; 5/15/2024 grant vests one‑third on 5/15/2025, 5/15/2026, 5/15/2027 .
- 2024 vesting activity: 23,829 shares vested to Johnson (value $3.14m) .
- Policy backdrop: hedging/pledging prohibited; insider trading policy mandates pre-clearance and blackout periods .
Compensation Structure Analysis (alignment signals)
- Equity-heavy, at-risk mix (≈91% for CEO), with multi-year PSUs tied to revenue growth and non-GAAP operating margin; 2022 PSU cohort paid 0% amid downturn, demonstrating downside risk sharing .
- No 2024 cash bonus paid; committee also froze base salaries for 2024 in response to conditions (after temporary 2023 salary reductions) .
- CIC protections are double-trigger with PSU vesting at greater of target or actual; “best after tax” 280G treatment; no tax gross-ups—generally shareholder friendly but with meaningful acceleration value ($16.1m intrinsic equity acceleration as of FY2024 close) .
Director-Service Addendum (dual-role implications)
- Johnson is CEO and a director, but not Chair; board maintains separation of Chair/CEO and a Lead Independent Director, with independent committees and regular executive sessions—mitigating independence concerns tied to combined roles .
Investment Implications
- Alignment: High equity at-risk with rigorous multi-year metrics and a clawback; 2022 PSU zero payout and no 2024 bonus indicate strong pay-for-performance linkage through the cycle .
- Overhang/flow: Material scheduled vesting dates (Feb and May in 2025–2027) and sizeable unvested PSUs/RSUs could create episodic supply from tax withholding or sales; policy restrictions (no hedging/pledging) and pre-clearance mitigate adverse optics .
- Retention/CIC: Robust double-trigger CIC package and non-CIC severance promote continuity but embed meaningful potential acceleration value at higher stock prices; governance mitigants include no excise tax gross-ups and “best after tax” approach .
- Governance sentiment: Strong Say‑on‑Pay support (~93%) and independent compensation oversight with Mercer suggest investor acceptance of program design despite cyclicality and 2024 losses .