J. Michael Wilson
SEMTECHAbout J. Michael Wilson
J. Michael Wilson is Chief Quality Officer and Chief Technology Officer at Semtech, age 69 as of April 24, 2025, with more than 20 years of semiconductor industry experience. He joined Semtech through the 1995 acquisition of ECI Semiconductor and has held senior roles across technology, power management, quality, reliability, and executive leadership, becoming CQO & CTO in February 2024 . Company pay-versus-performance context during his recent tenure: FY2025 Semtech TSR value of $139.03 on a $100 base and non-GAAP operating income of $148,989k (GAAP net income −$161,896k); FY2024 Semtech TSR $39.2 and non-GAAP operating income $92,688k (GAAP net income −$1,092,029k) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Semtech | Chief Quality Officer & Chief Technology Officer | Feb 2024–present | Leads quality systems and technology roadmap, integrating performance-based equity design and stock ownership discipline |
| Semtech | Executive Vice President & Chief Quality Officer | Mar 2019–Feb 2024 | Enterprise-wide quality and reliability leadership |
| Semtech | EVP, Quality & Reliability | Feb 2013–Mar 2019 | Elevated quality function and reliability programs |
| Semtech | SVP, Quality & Reliability | Nov 2011–Feb 2013 | Built quality governance and processes |
| Semtech | SVP & Chief Technology Officer | May 2008–Nov 2011 | Drove technology strategy; prior SVP, Power Management Products since Jun 2007 and VP since 2001 |
| Semtech (via acquisition) | Joined from ECI Semiconductor | 1995 | Integrated operations and product leadership under Semtech post-acquisition |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ECI Semiconductor | Vice President & Chief Operating Officer | pre-1995 | Operational and product leadership prior to Semtech acquisition |
Fixed Compensation
| Year | Base Salary ($) | Actual Bonus Paid ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| FY2024 | 362,462 | — (no FY2024 annual bonus awards paid to NEOs) | 27,635 | Stock awards $1,890,314 (grant-date accounting value) |
Employer contributions to plans (FY2024):
- 401(k): $6,000; Deferred Compensation Plan match: $21,635
Deferred Compensation (FY2025):
- Executive contribution: $2,692; Company match: $2,692; Aggregate balance: $5,509
Performance Compensation
Annual Incentive Plan mechanics and PSU design:
- AIP corporate performance weighting: 50% net sales and 50% non-GAAP adjusted operating income for FY2025; PSU performance over three years on net sales and non-GAAP adjusted operating income, with TSR modifier vs Russell 3000; RSUs vest over three years .
FY2024 plan-based awards and vesting:
| Award Type | Grant Date | Metric/Terms | Threshold | Target | Maximum | Shares/Units (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| Annual Incentive (cash) | N/A | AIP (company + individual metrics) | 75,000 | 300,000 | 600,000 | — | — |
| RSU | 3/7/2023 | Time-based (3-year ratable vest) | — | — | — | 25,488 | 769,992 |
| PSU (TSR) | 3/7/2023 | Relative TSR vs Russell 3000 | — | 10,427 | 20,854 | 10,427 | 467,889 |
| PSU (Financial Metric) | 3/7/2023 | Financial metric PSUs | — | 10,427 | 20,854 | 10,427 | 315,000 |
| RSU | 1/2/2024 | One-year vest (single installment) | — | — | — | 15,593 | 337,433 |
Vesting schedules:
| Grant Date | 1st Vesting | 2nd Vesting | 3rd Vesting | Notes |
|---|---|---|---|---|
| 3/7/2023 RSUs | 3/7/2024 | 3/7/2025 | 3/7/2026 | Ratable annual vest (approx. equal installments) |
| 3/8/2022 RSUs | 3/8/2023 | 3/8/2024 | 3/8/2025 | Ratable annual vest |
| 3/9/2021 RSUs | 3/9/2022 | 3/9/2023 | 3/9/2024 | Ratable annual vest |
| 1/2/2024 RSUs | 1/2/2025 | — | — | Single annual vest |
Stock vested in FY2024:
- Shares vested: 11,522; value realized on vesting: $355,548
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Beneficial ownership (as of Apr 11, 2024) | 33,445 shares (<1%) |
| Unvested RSUs (as of Jan 28, 2024) | 52,418 units; market value $1,079,287 at $20.59/share reference |
| Unearned PSUs outstanding (as of Jan 28, 2024) | 21,855 units; payout value $449,995 at 1/28/2024 context |
| Options | None outstanding listed (no exercisable/unexercisable options reported for Wilson) |
| Holding & ownership guidelines | Must hold 2× salary in company equity; hold at least 50% of net vested shares until guideline met; Wilson was in compliance as of FY2024 year-end |
| Hedging/Pledging | Prohibited by Stock Trading Guidelines; no shares pledged by any director or officer as of FY2025 |
Employment Terms
Change in Control Retention Plan (double trigger; no excise tax gross-ups; robust clawback and anti-hedging/pledging policies):
- Executive Change in Control Retention Plan: benefits require both a change in control and qualifying termination; Company prohibits hedging/pledging; maintains clawback; no tax gross-ups .
- Potential benefits for Wilson on CIC-related termination (assuming event on Jan 28, 2024): Base salary $375,000; one-times target bonus plus pro-rated bonus $600,000; welfare benefits $45,440; acceleration value on eligible time-based equity $1,079,287; total $2,099,727 .
- Employment start/history: Joined Semtech via acquisition of ECI Semiconductor in 1995 .
Investment Implications
- Pay-for-performance alignment: Wilson’s incentives are predominantly equity-based, with PSUs tied to net sales and non-GAAP operating income and modified by relative TSR to the Russell 3000, reinforcing a three-year horizon and long-term value creation . Anti-hedging/pledging and 2× salary ownership guidelines further align his interests with shareholders and reduce near-term selling pressure from vesting events .
- Retention and change-of-control economics: Participation in the double-trigger CIC plan with sizable equity acceleration indicates standard retention protections without shareholder-unfriendly gross-ups; vesting schedules across 2023–2025 imply continued service incentives and staggered liquidity that moderates insider supply .
- Execution risk: Wilson’s long tenure across technology and quality functions suggests strong operational continuity; company-wide pay-versus-performance metrics show improving non-GAAP operating income in FY2025 despite GAAP losses, implying incentive focus on operational efficiency rather than short-term GAAP profitability .