Sumit Sadana
SILICON LABORATORIESAbout Sumit Sadana
Sumit Sadana (age 56) has served on Silicon Laboratories Inc.’s board since 2015 and has been the Lead Independent Director since January 2022. He is Executive Vice President and Chief Business Officer at Micron Technology (since 2017) and served as Micron’s Interim CFO in 2022; he holds a B.Tech. in Electrical Engineering from IIT Kharagpur and an M.S. in Electrical Engineering from Stanford University, with 30+ years of technology industry experience across SanDisk, Freescale, and IBM . The board has determined he is independent under Nasdaq rules; the Lead Director role presides over executive sessions and facilitates independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Micron Technology, Inc. | Executive Vice President & Chief Business Officer; Interim CFO (2022) | Since 2017 (EVP & CBO) | Senior P&L leadership; interim finance leadership during 2022 |
| SanDisk | Leadership positions (not specified) | Not disclosed | Strategy/operations leadership experience |
| Freescale Semiconductor | Leadership positions (not specified) | Not disclosed | Strategy/operations leadership experience |
| IBM | Leadership positions (not specified) | Not disclosed | Technology/business leadership experience |
External Roles
| Organization | Role | Type | Start/Status | Notes |
|---|---|---|---|---|
| Micron Technology, Inc. (NASDAQ: MU) | EVP & Chief Business Officer; Interim CFO (2022) | Executive (not a director) | EVP & CBO since 2017; interim CFO in 2022 | Global semis operating, finance, M&A, supply chain expertise brought to SLAB |
| Other public company directorships | — | — | — | None disclosed in SLAB’s proxy |
Board Governance
- Independence and leadership: Independent; designated Lead Director. Lead Director presides over executive sessions and serves as liaison between independent directors and management/Chairman .
- Committee assignments: Nominating & Corporate Governance Committee member (with Lowe [Chair] and Luther) .
- Attendance: In 2024, each incumbent director attended at least 75% of total board and committee meetings; independent directors held four executive sessions without the CEO .
- Annual meeting engagement: All directors in office attended the 2024 annual meeting .
- Board structure: Separate Chair and CEO roles; board affirms this plus Lead Director provides checks/balances and promotes independent oversight .
Fixed Compensation
Program design (non-employee directors):
- Cash retainers: $55,000 annual cash retainer; Lead Director additional $20,000; Nominating & Corporate Governance Committee member $5,000; additional fees for other committees/chairs (not applicable to Sadana beyond listed) .
- Equity: Annual RSU grant sized at $200,000 ($255,000 for Board Chair) using a 30-day average price; 2024 grant per director was 1,475 RSUs (Chair 1,880). RSUs vest on the earlier of one year from grant or the day before the next annual meeting .
2024 actual director pay for Sumit Sadana:
| Component | Detail |
|---|---|
| Cash fees (2024) | $81,510 |
| RSU grant date fair value (2024) | $173,313 (time-vested RSUs) |
| Total director compensation (2024) | $254,823 |
Cash fee schedule elements relevant to Sadana:
| Cash Retainer Element | Amount | Notes |
|---|---|---|
| Base director retainer | $55,000 | Annual |
| Lead Director fee | $20,000 | Annual |
| NCG Committee member fee | $5,000 | Annual |
Equity grant mechanics:
| Equity Element | Grant Size | Vesting |
|---|---|---|
| 2024 annual director RSU | 1,475 RSUs per non-employee director | Vest on earlier of 1-year from grant or day before next annual meeting |
Performance Compensation
| Performance Pay Element | Status |
|---|---|
| Performance Stock Units (PSUs) | Not used for directors; director equity is time-vested RSUs only |
| Options | Not shown for directors in 2024 compensation table |
| Performance metrics tied to director pay | None disclosed; director pay is fixed cash plus time-based RSUs |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (other than SLAB) | None disclosed for Sadana in SLAB’s proxy |
| Compensation Committee interlocks | None; SLAB reports no compensation committee interlocks or insider participation |
| Potential interlocks with customers/suppliers | None disclosed; related-party transaction policies require pre-approval, and no specific related-party transactions are described involving directors |
Expertise & Qualifications
- 30+ years technology leadership with roles spanning engineering, operations, strategy, business development, and P&L .
- Finance and accounting (served as Micron’s Interim CFO in 2022), M&A, culture/diversity, and global supply chain expertise; global business exposure .
- Education: B.Tech., IIT Kharagpur (EE); M.S., Stanford (EE) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 5,702 | As of Feb 15, 2025 |
| Ownership (% of outstanding) | <1% | Shares outstanding 32,472,957 as of Feb 24, 2025 |
| 2024 director RSU grant | 1,475 RSUs | Granted at 2024 annual meeting; vests by earlier of 1-year or day before next annual meeting |
| Hedging/pledging | Prohibited by policy | Company prohibits hedging and pledging by employees and directors |
| Director ownership guideline | 4x annual cash retainer | Applies to non-employee directors |
Governance Assessment
Strengths
- Independent Lead Director since 2022; structure separates Chair and CEO roles, enhancing checks/balances and independent oversight; independent directors met in executive session four times in 2024 .
- Active governance engagement: all directors met minimum attendance (≥75%) across board/committee meetings; directors attended the 2024 annual meeting .
- Director pay structure balanced and shareholder-aligned: modest cash, time-based RSUs, with director ownership guideline of 4x cash retainer; anti-hedging/pledging policy further aligns interests .
- Shareholder support: 2024 Say-on-Pay approval ~93%, indicating broad investor alignment with compensation governance .
Watch items / potential conflicts
- External executive role: EVP & CBO at Micron (and interim CFO in 2022) creates industry overlap; no related-party transactions disclosed, but continued monitoring of any supplier/customer interactions is prudent under SLAB’s related-party policy .
- Company audit oversight context: EY was replaced by Deloitte in March 2025; EY had previously reported a 2023 material weakness in inventory accounting. While the proxy notes no disagreements with EY, this elevates the importance of audit and internal control oversight by the board and committees led by independent directors .
- Director pay is time-based (no performance conditions); while typical, it places heavier alignment emphasis on stock ownership and anti-hedging rules rather than performance-conditioned equity .
Policies and protections
- Related-party review: Independent Audit Committee reviews/approves related-party transactions; annual questionnaires and pre-approval thresholds in place .
- Indemnification and D&O insurance provided to directors; charter limits director liability per Delaware law, and 2025 proposals extend exculpation to certain officers (not directors) in line with DGCL updates .
- Board service limits: Corporate Governance Policy limits other public board service; public company executives (like Sadana) should not serve on more than one additional public company board (in addition to SLAB) .