Asaf Silberstein
SEMTECHAbout Asaf Silberstein
Executive Vice President and Chief Operating Officer at Semtech since March 2023; joined Semtech in December 2010 and has led global operations and IT, with prior leadership roles at Microsemi and PowerDsine . Age 55 as of April 24, 2025 . FY2025 incentive metrics emphasized net sales and non-GAAP adjusted operating income; company achieved $909.3M in net sales (vs. $912M target) and $149M non-GAAP adjusted operating income (vs. $159M target), resulting in a corporate payout of 96.7% before committee capping, and actual bonus payout of 57% for Silberstein . Executive compensation program incorporates performance-based RSUs/PSUs with a relative TSR modifier and received 97.3% say‑on‑pay approval in June 2024, indicating broad investor support .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Semtech | Executive Vice President & Chief Operating Officer | Mar 2023–present | Expanded remit from operations/IT to enterprise COO; accountable for multi-year performance equity metrics tied to revenue and operating income |
| Semtech | EVP, Worldwide Operations & IT | Mar 2019–Mar 2023 | Led global operations and IT; continuity in post‑acquisition integration and cost structure |
| Semtech | SVP, Worldwide Operations & IT | Nov 2016–Mar 2019 | Added IT to operations mandate; scale and systems modernization |
| Semtech | SVP, Worldwide Operations | Feb 2013–Nov 2016 | Global manufacturing/supply chain leadership |
| Semtech | VP, Worldwide Operations | Mar 2011–Feb 2013 | Global operations leadership |
| Semtech | VP, Operations | Dec 2010–Mar 2011 | Initial operations leadership |
| Microsemi (Analog Mixed Signal Division) | Vice President, Global Operations | 2007–2010 | Led global operations post PowerDsine acquisition; supply chain integration |
| PowerDsine (Israel) | Chief Operating Officer | 2005–2007 | COO through acquisition by Microsemi |
| PowerDsine | Vice President, Operations | 2000–2005 | Built operational scale prior to acquisition |
| 3Com; ECI Telecom | Various roles | N/A | Networking/telecom operations experience |
External Roles
No public company board service or external directorships disclosed for Silberstein .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $410,000 | $450,635 | $413,000 |
| Target Bonus (% of salary) | N/D | 80% (same level as FY2025) | 80% |
| Actual Annual Bonus Paid ($) | $328,000 | $0 (no payout for FY2024) | $208,160 |
| Notes | — | Committee reduced calendar 2024 salary to $409,500 and granted RSUs for the reduction amount; salary returned to $455,000 effective Jan 1, 2025 | Executive Bonus Plan corporate score 96.7% before capping; paid 57% for Silberstein |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Formula Payout | Paid Payout |
|---|---|---|---|---|---|---|
| Executive Bonus Plan (FY2025) | Net Sales | 50% | $912.0M | $909.3M | 99.7% | Included in 57% cap |
| Executive Bonus Plan (FY2025) | Non‑GAAP Adjusted Operating Income | 50% | $159.0M | $149.0M | 93.7% | Included in 57% cap |
| Overall (Corporate) | Blend | 100% | — | — | 96.7% (avg of 93.7% and 99.7%) | 57% actual payout for Silberstein ($208,160) |
| PSUs (FY2025–FY2027) | Net Sales & Non‑GAAP OpInc (FY25–27) with TSR modifier on FY27 | 50% sales / 50% op inc; TSR multiplier 75–125% on FY27 tranche; 0–200% cap | Targets set per annual performance periods | FY2025 portion determined per matrices; remaining subject to FY26–27 performance | Vests per formula; FY27 subject to TSR percentile vs Russell 3000 | Shares vest only upon performance and service; no guaranteed minimum |
Equity Awards (FY2025 Grants)
| Grant Type | Grant Date | Units Granted | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU (Time-Based Units) | 3/5/2024 | 53,320 | $1,163,442 | Annually over 3 years from grant |
| PSU (Financial Metric/TSR Hybrid) | 6/4/2024 | 38,082 target | $1,698,838 | Performance FY2025–FY2027; net sales & non‑GAAP op income each year; FY27 TSR multiplier; cap 200% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 116,092; includes 12,004 RSUs scheduled to vest within 60 days of April 11, 2025 |
| Ownership as % of Shares Outstanding | <1% (Company reports “Less than 1%”) |
| Unvested RSUs (units; market value) | 94,923 units; $6,931,277 at $73.02/share (1/24/2025 close) |
| Unearned PSUs (units; payout value) | 35,318 units; $2,578,920 at $73.02/share (prospective FY26–27 performance) |
| Options (exercisable/unexercisable) | None outstanding for Silberstein |
| Deferred Compensation Balance | $2,932,833 at FY2025 year-end |
| Vested OSUs Value | $1,219,434 at FY2025 year-end |
| Stock Ownership Guidelines | Executives must hold equity equal to 2× base salary (5× for CEO); if below target, must retain at least 50% of net vested shares from awards |
| Hedging/Pledging | Prohibited for officers/directors; no shares pledged by officers/directors |
Employment Terms
| Provision | Terms |
|---|---|
| Retention Agreement (Expired) | Retention agreement effective June 8, 2023; provided severance for non‑CIC termination before Dec 8, 2024 (1× salary; prior-year bonus plus pro‑rated current-year target; up to 12 months COBRA; limited accelerated vesting); expired Dec 8, 2024 |
| Change-in-Control Plan (CIC Plan) | Double‑trigger; if terminated without cause or for good reason within CIC window, severance equals 1× salary + target bonus + pro‑rated current-year bonus; up to 12 months COBRA; accelerated vesting of time‑based awards; performance awards adjusted to target and continue time-based vesting; one‑year post‑termination non‑compete; best‑net 280G cutback, no excise tax gross‑ups |
| Potential CIC Benefits (Illustrative as of 1/26/2025) | Base salary $455,000; bonus entitlements $728,000; welfare benefits $39,182; equity vesting value $13,396,854; total $14,619,036 (assuming awards not assumed/continued) |
| Clawback Policy | Company maintains clawback for incentive compensation tied to financial results subject to restatement |
| Anti‑Hedging/Anti‑Pledging | Hedging and pledging of Semtech equity prohibited under Stock Trading Guidelines |
Compensation Structure Analysis
- Cash vs Equity Mix: FY2025 total comp $3,493,366 with $2,862,280 stock awards and $208,160 cash bonus; continued emphasis on equity and performance units, consistent with pay-for-performance approach .
- Shift to PSUs: FY2025 grants include significant Financial Metric/TSR hybrid PSUs with three-year performance and TSR modifier, increasing at-risk equity relative to pure time-based RSUs .
- Bonus Discipline: Despite formulaic corporate payout of 96.7%, committee capped bonuses at 57% to align with accruals and business unit performance, signaling governance rigor and conservatism .
- No Gross-Ups/Repricing: No excise tax gross-ups and prohibition on option repricing; change-in-control benefits are double-trigger only .
Compensation Peer Group (Benchmarking)
Peer group used for FY2025 includes semiconductor and communications companies such as Allegro MicroSystems, Cirrus Logic, Silicon Labs, MACOM, Synaptics, MaxLinear, Viavi, Diodes, Lumentum, and others; added Alpha & Omega Semiconductor, Digi International, and SMART Global Holdings; removed Coherent, Monolithic Power Systems, Novanta, Viasat, Wolfspeed to better align size/industry criteria . Committee targets compensation at least equal to peer median with rigorous goals and significant performance-based components .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: Approximately 97.3% approval at June 2024 meeting; committee maintained performance focus and implemented FY2025 changes emphasizing objective metrics .
- Ongoing engagement: Regular outreach to institutional shareholders and continued alignment with best practices .
Risk Indicators & Red Flags
- Alignment positives: Anti‑hedging/pledging; clawback; double‑trigger CIC; no tax gross‑ups; equity ownership guidelines and holding requirements .
- Insider filings: Company notes certain late Section 16 filings for other executives; no late filings disclosed for Silberstein in FY2025 .
- Related parties: No related-party transactions over $120,000 since January 29, 2024 (excluding compensation arrangements) .
Expertise & Qualifications
- Deep operations leadership across semiconductors, analog/mixed signal, and networking/telecom; successful COO experience and global supply chain management; prior roles at Microsemi and PowerDsine add M&A integration and manufacturing scale expertise .
Equity Awards Outstanding (as of FY2025 year-end)
| Category | Units | Value ($ at $73.02/share) |
|---|---|---|
| Unvested RSUs | 94,923 | $6,931,277 |
| Unearned PSUs | 35,318 | $2,578,920 |
Investment Implications
- Strong alignment and retention: Large unvested RSUs/PSUs with multi-year performance requirements and TSR modifier create retention hooks and tie outcomes to revenue growth and operating discipline, reducing short-termism risk .
- Limited selling pressure: Prohibition on hedging/pledging and ownership guidelines/holding requirements reduce forced selling; beneficial ownership is <1% of outstanding, mitigating overhang risk .
- Event-driven optionality: CIC double-trigger terms could unlock significant equity value ($13.4M equity component in illustrative scenario), creating incentives aligned with value-realizing transactions while avoiding single-trigger windfalls .
- Governance discipline: Bonus capping below formulaic outcomes and no gross-ups indicate prudent compensation oversight; high say-on-pay support reduces headline risk and supports management credibility .