Gregory Fischer
SEMTECHAbout Gregory M. Fischer
Independent director of Semtech Corporation since April 2023; age 61. Fischer is a former Broadcom senior executive with 30 years in wireline and wireless semiconductors, M&A integration, and product line scaling through multiple industry cycles; initially appointed pursuant to a cooperation agreement with a stockholder, indicating investor engagement in board refreshment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadcom Inc. | SVP & GM; previously VP & GM, Carrier Access | 2004–May 2021 | Led product line integration, expense management, profitable franchise growth |
| Conexant Systems, Inc. | VP & GM, Video Products BU; Director of Product Marketing & Biz Dev | 1997–2004 | P&L and portfolio leadership in fabless semis |
| Rockwell International / Rockwell Collins Avionics | Manager, Corporate Biz Dev; design engineering & program management | 1985–1997 | Corporate development, engineering execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gerson Lehrman Group, Inc. | Independent advisor | Since Dec 2021 | Expert network advisory engagement |
| AlphaSights Ltd. | Independent advisor | Since Dec 2021 | Expert network advisory engagement |
| Syntiant Corp. | Advisory Board member | Since May 2023 | Edge-AI neural processor company (private) |
| Fischer Family Community Outreach | President | Since 2017 | Philanthropy; community services |
Board Governance
- Independence: Board determined Fischer is independent under Nasdaq rules .
- Committee memberships (FY2025): Human Capital and Compensation; Nominating and Governance; Technology and Strategy (not a chair) .
- Attendance: Board held 7 meetings and committees 23 in FY2025; each director attended >75% of Board and committee meetings; independent directors met in executive session .
- Committee activity levels (FY2025): Audit (6); Human Capital & Compensation (5); Nominating & Governance (5); Technology & Strategy (3) .
- Policies supporting investor alignment: Prohibitions on hedging/pledging; robust director stock ownership guidelines; annual evaluations; overboarding limits; regular executive sessions .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 57,821 | 71,250 |
| Stock Awards ($) | 218,402 | 179,992 |
| Total ($) | 276,223 | 251,242 |
| Annual Director Cash Retainer ($) | 55,000 | 55,000 |
| Committee Member Retainers ($) | Audit 10,000; Comp 10,000; N&G 5,000 | Audit 10,000; HCCC 10,000; N&G 5,000; Tech & Strategy 10,000 |
| Committee Chair Retainers ($) | Audit 25,000; Comp 20,000; N&G 10,000 | Audit 25,000; HCCC 20,000; N&G 10,000; Tech & Strategy 10,000 |
| Equity Grant Structure | Two RSU awards: $90,000 cash-settled + $90,000 share-settled on July 1; one-year vest | Same on July 1, 2024 (2,857 units each at $31.50 grant-date fair value; award fair values $89,996 each) |
- Policy change effective at 2025 Annual Meeting: Annual director equity grants consolidated into a single $180,000 non-deferred RSU granted immediately after the annual meeting; deferred RSUs eliminated going forward .
Performance Compensation
- No performance-based pay disclosed for non-employee directors; awards are time-vested RSUs with dividend equivalents; no options or annual meeting fees reported .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | — | — | No SMTC-disclosed public directorships; advisory roles at private/consulting entities |
| Appointment via cooperation agreement | Governance | Initially appointed pursuant to stockholder cooperation agreement | Signal of activist/engaged investor influence on board refresh |
Expertise & Qualifications
- Core skills: semiconductor industry leadership, technology/IP, M&A and integration, risk management, international business; senior executive leadership; human capital management .
- Board rationale: experience scaling wireline/wireless semiconductor businesses; led post-merger strategies toward profitable growth .
Equity Ownership
| Metric | As of April 11, 2024 | As of April 11, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 4,422; less than 1% | 5,391; less than 1% |
| RSUs Outstanding – Cash-settled (vested/unvested/total) | 888 / 3,534 / 4,422 | 4,422 / 2,857 / 7,279 |
| RSUs Outstanding – Share-settled (vested/unvested/total) | 0 / 3,534 / 3,534 | 0 / 2,857 / 2,857 |
| Shares pledged as collateral | None | None |
| Director Stock Ownership Guidelines | 3x annual cash retainer; expected within 4 years; status: met or within period (as of FY2024/FY2025) |
Insider Trades (selected Form 4 filings)
| Trade Date | Action | Shares | Price | Post-Transaction Direct Ownership | Source |
|---|---|---|---|---|---|
| 2024-12-10 | Sale | 1,888 (multiple trades) | ~$62.75–$63.87 | 2,534 | |
| 2025-06-04 | RSU vest/exercise; RSU grant (post-Annual Meeting) | 2,857 (vest); 5,321 (grant “A”) | $0 (code M/A) | 10,712 | |
| 2025-08-29 | Sale | 1,500 | $58.44 avg | 3,891 |
Note: Directors’ RSU grants/vests are commonly coded as “A” (grant) or “M” (derivative exercise/settlement) on Form 4; sale transactions above include multiple price tranches per filing.
Governance Assessment
- Board effectiveness: Independent, multi-committee engagement (Human Capital & Compensation; N&G; Technology & Strategy) and >75% attendance signal active oversight; HCCC retains independent consultant Compensia; annual board/committee self-evaluations in place .
- Alignment: Strong ownership policies (3x retainer), anti-hedging/pledging, dividend equivalents on RSUs, and shift to a single $180k stock-settled RSU enhance transparency and alignment of director pay with shareholder value .
- Conflicts/related-party exposure: Company reports no related-party transactions over $120,000 since Jan 29, 2024; none for prior year as well; no pledging; policy-based review by Audit Committee mitigates conflict risk .
- Signals: Initial appointment via investor cooperation agreement indicates responsiveness to shareholder input; company say‑on‑pay approval 97.3% (June 2024) reflects supportive shareholder sentiment on compensation governance (company-level signal) .
- RED FLAGS: None disclosed regarding legal proceedings, pledging, hedging, or related‑party transactions; occasional insider sales (small director-level volumes) are common and not inherently negative absent pattern or timing concerns; continued monitoring of insider activity advisable .
Notes for Portfolio Managers
- Committee influence: Fischer’s participation on Human Capital & Compensation and Technology & Strategy positions him to influence executive pay design (e.g., net sales and non‑GAAP operating income PSU metrics, TSR modifiers) and technical strategy oversight; these committees met 5 and 3 times respectively in FY2025 .
- Pay structure changes: Board’s move to a single $180k post‑meeting RSU grant simplifies director equity and removes deferred cash‑settled RSUs, marginally increasing direct equity exposure; monitor post‑June 2025 grant sizing and any deferral elections under the new Director Deferred Compensation Plan (Nov 2024) .
- Ownership guideline compliance and no pledging/hedging reduce alignment risk; beneficial holdings increased from 4,422 (Apr 2024) to 5,391 (Apr 2025) alongside RSU accumulation and vesting .