Robert Conrad
SILICON LABORATORIESAbout Robert Conrad
Robert Conrad, age 65, is Senior Vice President of Worldwide Operations at Silicon Laboratories (appointed April 2024) after serving on the company’s Board from July 2022 until his resignation upon becoming an executive on April 29, 2024; he holds a BSEE from the University of Cincinnati and currently serves on the board of Montalvo Corporation . He previously led NXP’s Automotive Microcontrollers and Processors business (2012–2019) and held leadership roles at Texas Instruments, Analog Devices, Trevia Networks, Fairchild Semiconductor, and Freescale Semiconductor, bringing deep operations and supply-chain expertise . During his tenure, SLAB’s 2024 revenue declined ~25% to $584 million, GAAP gross margin was 53%, and GAAP net income was $(191.0) million; adjusted non-GAAP operating income % used for incentive funding was –13.6% (no payout), reflecting the industry correction and inventory digestion despite strong Q4 recovery momentum . Management identified Robert’s hire as a key leadership addition to advance supply chain capabilities amid recovery ramps and product launches (xG26, xG22E, SiWx917, BG22L/BG24L) in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NXP Semiconductors | SVP, Automotive Microcontrollers & Processors | 2012–2019 | Led major MCU/processor business; deep operations and automotive execution |
| Silicon Laboratories | Director (resigned to join management) | Jul 2022 – Apr 29, 2024 | Board oversight prior to transition into SVP Ops; governance continuity |
| Self-employed | Executive/Advisor | 2019–2020 | Transitional advisory period |
| Texas Instruments; Analog Devices; Trevia Networks; Fairchild; Freescale | Leadership roles | Not disclosed | Broad semiconductor operations, supply-chain and product leadership across multiple blue-chip/PE-backed environments |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Montalvo Corporation | Board Member | Current | External governance perspective and network leverage |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary rate ($) | $450,000 | Set at hire; no 2024 increase per committee policy |
| Salary paid ($) | $302,885 | Partial-year due to April start; reflects actual paid |
| Target bonus (%) | 100% of base salary | 2024 plan design |
| Actual bonus paid (%) | 0% | Adjusted non-GAAP operating income % below threshold; committee used discretion to cancel sustainability payout |
| Other compensation ($) | $106,058 | Includes relocation stipend ($100,000) plus benefits |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted non-GAAP Operating Income % | 90% | 15% | –13.6% | 0% |
| Sustainability Scorecard (5 goals) | 10% | Achieve 3–5 goals (with accelerators) | 60% achievement | 0% (committee discretion) |
Long-Term Equity Awards (2024 Grants to Robert Conrad)
- PSU program: 3-year performance measured on Revenue Growth Rate and non-GAAP Operating Income Margin, each weighted 50%, with threshold/target/max as per plan; no in-period goal adjustments allowed; payout range 0–200% of target .
- RSUs: Time-based vesting in three annual installments .
| Type | Grant Date | Target Shares (#) | Grant Date Fair Value ($) | Vesting / Measurement |
|---|---|---|---|---|
| PSUs | 05/15/2024 | 7,986 | $1,050,718 | Revenue Growth Rate and dynamic OI Margin measured annually, averaged FY2024–FY2026; vests by 02/15/2027 |
| RSUs | 05/15/2024 | 15,972 | $2,101,436 | One-third on 05/15/2025, 05/15/2026, 05/15/2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 1,172 shares |
| Ownership as % of outstanding | <1% |
| 2024 vesting activity | 1,172 shares vested; value realized $142,433 |
| Unvested RSUs (12/28/2024) | 15,972 units; market value $2,040,902 at $127.78 |
| Unearned PSUs (12/28/2024) | 7,986 units; market value $1,020,451 at $127.78 (subject to performance) |
| Options | None outstanding |
| Stock ownership guidelines | Executives must hold 2x base salary; RSUs count, PSUs/options do not |
| Guideline compliance | NEOs comply or are on track within phase-in periods |
| Hedging/pledging | Prohibited for all employees; insider trading pre-clearance and blackout periods apply |
Employment Terms
| Term | Provision |
|---|---|
| Role start date | SVP Worldwide Operations since April 2024 |
| Severance – Change in Control (Double-trigger) | 100% of base salary; 100% of target annual variable compensation; pro-rated target for year of termination; full vesting of options/RSUs; PSUs vest at greater of actual or 100% target; 12 months COBRA (CEO: 200% multiples and 24 months COBRA) |
| Severance – Non-CIC termination | 100% of base; 100% of target annual variable comp; pro-rated actual bonus for year; RSUs vest scheduled within 12 months; 12 months COBRA |
| Excise tax treatment | “Best after tax” (no excise tax gross-ups) |
| Clawback | Complies with Nasdaq Rule 10D-1; recovers erroneously awarded incentive comp after restatement; plan awards subject to recoupment policy |
| Insider trading | Pre-clearance, blackout periods; hedging/pledging prohibited |
Potential Payments (as of 12/28/2024)
| Scenario | Severance ($) | Target Bonus ($) | Accelerated Equity Intrinsic Value ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|
| Change in Control Termination | $450,000 | $450,000 | $3,061,353 | $44,816 | $4,006,169 |
| Non-CIC Termination | $450,000 | $450,000 | $680,301 | $44,816 | $1,625,117 |
Compensation Structure Analysis
- Pay-for-performance discipline: 2024 annual bonus funded at 0% on financial metric and canceled on sustainability discretion, aligning cash incentives with under-target operating performance (–13.6%) .
- Equity mix emphasizes multi-year PSUs tied to revenue growth and dynamic OI Margin, increasing at-risk pay and linking vesting to execution of the long-term model; 2022 PSU cohort paid zero due to downturn, reinforcing rigor .
- Governance protections: Double-trigger CIC, clawback, ownership guidelines, and hedging/pledging ban reduce misalignment risk and compensation-related red flags .
Investment Implications
- Near-term selling pressure: RSU tranches vest on 05/15/2025/2026/2027 and PSUs in early 2027, creating episodic liquidity windows subject to pre-clearance and blackout periods; monitor Form 4s around these dates .
- Retention risk appears managed: Competitive severance with double-trigger CIC and accelerated vesting, plus meaningful unvested equity, support retention through the recovery cycle; no excise gross-ups mitigate shareholder-unfriendly optics .
- Alignment: Zero bonus in 2024 and rigorous PSU structure indicate high bar for payouts; stock ownership guidelines and anti-pledging further align incentives with shareholders .
- Execution focus: Robert’s operations background and 2024 leadership additions were targeted at supply chain and design ramps; as demand normalizes, PSU achievement will be a live gauge of value creation vs the long-term model .