Imran Sherazi

About Imran Sherazi

Imran Sherazi, age 52, is Senior Vice President and General Manager of Semtech’s Signal Integrity Products Group (since September 2023). He previously served as VP of Business Development and Strategy within Signal Integrity and joined Semtech via the 2012 acquisition of Gennum, where he led product marketing, definition, and strategy . Company-level performance metrics used to manage executives include net sales and non‑GAAP adjusted operating income; FY2025 actuals were $909.3M net sales and $149.0M non‑GAAP operating income versus targets of $912.0M and $159.0M, respectively . Relative TSR measures are embedded in performance equity; Semtech’s FY2024–FY2025 two‑year TSR ranked at the 91st percentile (200% vesting of those tranches), while cumulative pay‑versus‑performance TSR reached $139 on a $100 base by FY2025 .

Past Roles

External Roles

No public company directorships or external governance roles disclosed for Sherazi in Semtech’s proxy or filings .

Fixed Compensation

Specific base salary and target bonus percentages for Sherazi were not disclosed (he was not a Named Executive Officer in FY2025). Semtech’s Executive Bonus Plan applies to selected executives, with awards based on corporate performance and, in some cases, an individual factor; the plan governance, metrics, and payout mechanics are summarized below .

• Executive Bonus Plan governance: Committee‑approved participants; target award equals Annual Salary × Target Level; awards derived from Organizational Performance Factor (company metrics) and Individual Performance Factor (if used) and may be adjusted or capped by the Committee .
• Anti‑hedging/anti‑pledging: Executives are prohibited from hedging and pledging Semtech stock; use of margin accounts and derivative trading is barred .

Performance Compensation

Semtech increased emphasis on objective financial performance in FY2025 and balanced time‑based RSUs with PSUs tied to net sales, non‑GAAP adjusted operating income, and relative TSR .

Notes:

• FY2025 Executive Bonus Plan corporate components delivered 96.7% on an un‑capped basis; the Committee exercised discretion to cap certain payouts. Sherazi’s individual bonus outcomes are not disclosed .
• FY2025 PSUs vest 0–200% based 50/50 on net sales and non‑GAAP adjusted operating income, with a TSR modifier applied to the FY2027 tranche versus the Russell 3000; FY2025 tranche vested at 94.57% of target .

Equity Ownership & Alignment

• Stock Ownership Guidelines: Executives must maintain ownership equal to 2× annual base salary (CEO 5×). If below guidelines, they must hold at least 50% of net shares from vesting/exercise until compliant .
• Hedging/Pledging Prohibition: No hedging or pledging of Semtech stock; margin accounts are prohibited .
• Insider Trading Controls: Quarterly blackout windows, pre‑clearance for Section 16 insiders, and strict Rule 10b5‑1 plan requirements including waiting periods .
• Rule 10b5‑1 Plan: Sherazi adopted a Rule 10b5‑1 trading plan on September 19, 2024 for up to 14,488 shares; duration December 19, 2024 to December 25, 2025. Shares for sale include stock issuable pursuant to unvested RSUs (with tax withholding netting reducing actual saleable shares) .

Additional disclosure:

• Section 16 reporting: A Form 3 for Sherazi was filed late on June 25, 2024, per Semtech’s delinquent filings disclosure .

Employment Terms

No individual employment agreement or severance terms for Sherazi are disclosed in public filings. Company‑level policies:

• Executive Change in Control Retention Plan (CIC): Double‑trigger severance (termination without cause or for good reason within the CIC window) provides cash severance (salary + target bonus + pro‑rata bonus), COBRA premium payments, accelerated vesting of time‑based awards, and adjustment of performance awards to “target” at change‑in‑control (subject to award terms). Plan includes excise‑tax cutback rather than gross‑ups .
• Clawback: Executives’ cash and equity incentives are subject to recoupment in the event of accounting restatements per SEC/Nasdaq requirements .
• Stock Trading Guidelines: Detailed blackout windows, pre‑clearance, and prohibition on hedging, pledging, and derivatives trading .

Compensation Peer Group (Benchmarking)

Semtech’s FY2025 peer group included companies such as Allegro MicroSystems, Diodes, MaxLinear, MACOM, Silicon Labs, Synaptics, Lumentum, Viavi, Cirrus Logic, Power Integrations, Calix, Infinera, Alpha & Omega Semiconductor, Cogent, Extreme Networks, and Smart Global Holdings (with adjustments YoY) .

Say‑on‑Pay & Shareholder Feedback

Semtech’s June 2024 say‑on‑pay vote received approximately 97.3% approval, supporting the continued pay‑for‑performance framework and increased emphasis on objective financial metrics and PSUs with TSR modifiers .

Risk Indicators & Red Flags

• Planned Insider Sales: Sherazi’s Rule 10b5‑1 plan for up to 14,488 shares indicates potential periodic selling; actual volumes will net out for tax withholding and vesting schedules .
• Section 16 Timeliness: Late Form 3 filing noted for Sherazi (June 25, 2024) .
• Governance Safeguards: Anti‑hedging/pledging, clawback policy, double‑trigger CIC, and robust trading controls reduce alignment and liquidity risks .

Compensation Structure Analysis

• Increased performance linkage: FY2025 strengthened objective measures (50/50 net sales and non‑GAAP adjusted operating income), with PSUs carrying multi‑year financial tests and a TSR modifier (Russell 3000) for the final tranche .
• Balanced equity mix: Time‑based RSUs combined with PSUs to support retention and longer‑term value creation; PSUs vest 0–200% based on performance .
• Governance best practices: No tax gross‑ups, no option repricing without shareholder approval, and no minimum bonus payouts .

Equity Ownership & Vesting Schedules (Company Program)

• Time‑based RSUs: Generally vest over three years (often annual tranches; CEO quarterly after a one‑year cliff per agreement) .
• FY2025 PSUs: Three annual performance periods; net sales and non‑GAAP operating income split 50/50; TSR multiplier applied to FY2027 tranche; vesting capped at 200% .
• Director RSUs: One‑year vesting; annual awards settled in shares (with deferred stock unit plan option) .

Related Party Transactions

No related‑party transactions over $120,000 were reported since January 29, 2024, other than compensation arrangements disclosed elsewhere .

Investment Implications

• Watch for scheduled selling under Sherazi’s Rule 10b5‑1 plan through December 2025, which may introduce modest, programmatic supply; volumes are bounded by plan limits and tax netting .
• Executive incentives are tightly tied to net sales and non‑GAAP operating income; monitor guidance and quarterly execution versus FY targets, as these drive cash bonuses and PSU vesting (FY2025 outcomes landed just below net sales target and below operating income target) .
• Alignment safeguards (ownership guidelines, anti‑hedging/pledging, clawback, double‑trigger CIC) reduce tail risks from executive actions and strengthen long‑term alignment with shareholders .
• Positive shareholder sentiment (97.3% say‑on‑pay approval) suggests limited governance overhang, but continued emphasis on execution within Signal Integrity and company‑wide financial metrics remains the key driver for incentive realization and equity vesting .

Disclosure notes: Sherazi’s individual base salary, target bonus %, and specific equity grant counts/values were not disclosed (he was not a Named Executive Officer in FY2025). The analysis relies on company‑wide executive program disclosures and Sherazi‑specific insider trading arrangements and background. All figures and policies cited above are from Semtech’s FY2025 proxy and filings.