Jason Green
SEMTECHAbout Jason Green
Jason Green, age 52, joined Semtech on February 10, 2025 as Executive Vice President and Chief Commercial Officer. He previously served as Managing Partner at Stratosphere Management, as EVP, Chief Revenue Officer and BU GM at National Instruments (now part of Emerson), and spent two decades at Maxim Integrated (now part of Analog Devices) in senior commercial leadership roles. Semtech’s executive incentive architecture ties pay outcomes to net sales and non-GAAP adjusted operating income, with long-term PSUs also adjusted by relative TSR versus the Russell 3000, aligning incentives with revenue growth, profitability, and market-relative performance . Since Green’s arrival, Semtech reported Q1 FY26 net sales of $251.1M (+22% YoY), GAAP operating margin of 14.3%, and adjusted EBITDA margin of 22.1%, indicative of improving execution momentum, though these are company-level results and not individually attributable .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stratosphere Management | Managing Partner | Not disclosed | Advised Fortune 1000 on transformation, turnarounds, and growth strategies |
| National Instruments (now part of Emerson) | EVP, Chief Revenue Officer & BU GM | Not disclosed | Led go-to-market transformation, positioning company as a market leader |
| Maxim Integrated (now part of Analog Devices) | VP, Americas Sales & Applications; Global Distribution; Strategic Accounts | “Two decades” (tenure length) | Scaled growth across key commercial channels and accounts |
External Roles
None disclosed in the 2025 Proxy (no public company directorships or committee roles cited for Jason Green) .
Fixed Compensation
Not disclosed for Jason Green in the FY2025 Proxy. The NEOs disclosed for FY2025 were the CEO, CFO, and three other executives; Green was not a Named Executive Officer in FY2025, so base salary, target bonus %, and actual bonus were not reported .
Performance Compensation
| Component | Metric | Weighting/Structure | Vesting | Payout Range |
|---|---|---|---|---|
| Annual Incentive (Executive Bonus Plan) | Net sales; Non-GAAP adjusted operating income | Corporate performance: 50% net sales / 50% non-GAAP adjusted operating income | Annual measurement | Not explicitly stated; plan pays based on performance, no guaranteed minimum |
| PSUs (Financial Metric/TSR Hybrid) | Net sales and Non-GAAP adjusted operating income with relative TSR modifier vs Russell 3000 | Performance-based units with TSR multiplier | Three-year performance period | 0%–200% of target units eligible to vest based on performance |
| RSUs (Time-Based Units) | Service-based | N/A | Vests over three years | N/A |
Notes: • Financial metric definitions and reconciliation for non-GAAP adjusted operating income are provided in Exhibit A of the proxy .
• The company historically also used relative TSR PSUs (in FY2023–FY2024); vesting outcomes for those tranches varied by period (0%–200%) but are disclosed for NEOs, not specifically for Green .
Equity Ownership & Alignment
| Topic | Policy / Status |
|---|---|
| Executive stock ownership guidelines | Executives must hold company equity equal to 2x base salary (CEO: 5x); if below target, must hold at least 50% of net shares from vesting/settlement until guideline met |
| Hedging & pledging | Hedging transactions, short sales, and trading in derivatives on company securities are prohibited; pledging company stock or equity awards as collateral is prohibited |
| Pledging status | “No shares of common stock held by a director, director nominee or officer have been pledged” and the company is not aware of any pledges that could result in a change of control |
| Section 16 compliance | A Form 3 for “Jason Elliot Green” was filed late on March 21, 2025 (initial ownership), indicating minor timing issues but otherwise standard reporting |
Ownership specifics (total beneficial holdings, vested vs. unvested units, options) are not disclosed for Green in the FY2025 Proxy; the beneficial ownership table covers directors and NEOs and excludes non-NEO executives like Green .
Employment Terms
- Employment start date: February 10, 2025 (EVP & Chief Commercial Officer) .
- CIC Plan (general framework for executives): Provides severance protections upon qualifying terminations in connection with a change-in-control; for “Other Executives” (examples disclosed), severance includes base salary, one times target bonus plus pro-rated bonus, welfare benefits, and accelerated vesting of equity awards as outlined; payments are subject to a best-net approach regarding 280G excise taxes (cutback vs. pay-in-full based on after-tax outcome) .
- The proxy details employment agreements and severance terms for the CEO and CFO; specific contract terms for Jason Green (non-NEO) are not disclosed in FY2025 .
Performance & Track Record (Company context during Green’s tenure)
| Metric | Q1’25 (Oldest) | Q4’25 | Q1’26 (Newest) |
|---|---|---|---|
| Net Sales ($ Millions) | $206.1 | $251.0 | $251.1 |
| GAAP Operating Margin (%) | 1.5% | 8.5% | 14.3% |
| Adjusted EBITDA Margin (%) | 16.1% | 23.0% | 22.1% |
| GAAP Diluted EPS ($) | (0.36) | 0.43 | 0.22 |
These consolidated results reflect company execution and macro/industry conditions; they are not attributed to any single executive. They provide operating context around Green’s tenure beginning February 2025 .
Investment Implications
- Alignment: Strong structural alignment via ownership guidelines (2x salary), mandatory post-vesting holding for non-compliant executives, and categorical prohibition of hedging and pledging; no pledges by officers reported, reducing governance risk from collateralized positions .
- Incentive levers: Short-term bonuses and multi-year PSUs are directly linked to net sales and non-GAAP adjusted operating income, with long-term awards further conditioned by relative TSR to the Russell 3000—an architecture that can create upside leverage when revenue growth and margin expansion persist, but also introduces sensitivity to market-relative performance .
- Disclosure gaps: As a non-NEO in FY2025, Green’s specific salary, bonus targets, grants, vesting schedules, and ownership amounts are not disclosed; lack of individual granularity limits near-term pay-for-performance and selling pressure analysis, though Section 16 filing activity will reveal future transactions (note the late Form 3 in March 2025) .
- Change-in-control economics: The CIC Plan indicates meaningful protections for executives upon qualifying terminations with best-net 280G treatment; while individual terms for Green aren’t explicitly disclosed, the framework suggests potentially accelerated vesting and cash severance that could influence retention calculus in strategic scenarios .