Julie Ruehl
SEMTECHAbout Julie G. Ruehl
Independent director at Semtech (SMTC), age 59, serving since December 2023. She sits on the Audit Committee and is designated an “audit committee financial expert” under SEC rules, reflecting deep finance/accounting leadership including prior CFO and audit partner roles. Independence affirmed under Nasdaq standards; attendance exceeded 75% across Board and committee meetings in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fly Leasing Limited (NYSE: FLY) | Chief Financial Officer | Aug 2017 – Aug 2021 | Led public-company finance; aircraft leasing sector expertise |
| Big Heart Pet Brands / Del Monte Corporation | VP & Chief Accounting Officer | Nov 2011 – Dec 2015 | Public-company CAO; SEC reporting, controls |
| Del Monte Corporation / Del Monte Foods Company | Senior finance positions | May 2005 – Oct 2011 | Corporate finance leadership |
| Sanmina Corporation | Senior finance position | 2002 – 2005 | EMS manufacturing finance |
| Arthur Andersen LLP | Audit Partner | Prior to 2002 | Public-company audit, controls |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Zevia PBC (public) | Independent Director | Since Mar 2021 | Audit Committee Chair; Compensation Committee member |
| Wizeline, Inc. (private) | Director | Nov 2021 – Jan 2024 | Audit Committee Chair; Compensation Committee member |
| Wine.com (private) | Director | Mar 2022 – Nov 2023 | Audit Committee Chair |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee chaired by Paul V. Walsh, Jr.; Audit met 6 times in FY2025 .
- Independence: Board determined Ruehl is independent under Nasdaq rules; Board majority independent; Independent Chair (Ye Jane Li) .
- Attendance and engagement: Each director attended >75% of combined Board/committee meetings; independent directors held executive sessions; directors engaged investors owning 35% of outstanding shares in the past 12 months .
- Overboarding: Policy limits public boards; “other directors” may serve on no more than three other public boards—Ruehl’s current public board count (Zevia) is within limits .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, compliance, cybersecurity; all members financially sophisticated and “financial experts” .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $55,000 | Paid quarterly |
| Audit Committee Membership Retainer | $10,000 | Member (not chair) |
| Total Cash Fees (FY2025) | $65,000 | Matches reported cash compensation |
| Director Compensation – FY2025 | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $65,000 |
| Stock Awards ($) | $179,992 |
| All Other Compensation ($) | – |
| Total ($) | $244,992 |
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Vesting | Settlement | Notes |
|---|---|---|---|---|---|---|
| Annual Non-Deferred RSU | Jul 1, 2024 | 2,857 | $89,996 ($31.50 per unit) | Earlier of 1-year anniversary or day before next annual meeting; single-year vest | Shares | Dividend equivalents in RSUs; standard vesting |
| Annual Deferred RSU | Jul 1, 2024 | 2,857 | $89,996 ($31.50 per unit) | Same vest schedule | Cash at Board separation | Dividend equivalents accrue as RSUs; paid at separation |
| Change-in-Control Provisions | N/A | N/A | N/A | Outstanding/unvested annual RSUs accelerate upon CoC or death/disability; pro-rata vesting if service ends for other reasons | As above | No options/repricing for directors |
Policy change: Effective after the 2025 Annual Meeting, annual director equity is granted entirely as Non-Deferred RSUs for $180,000, settled in stock; Deferred RSUs eliminated; timing moved to post-Annual Meeting .
Other Directorships & Interlocks
| Company | Sector Relationship to SMTC | Potential Interlock/Conflict |
|---|---|---|
| Zevia PBC | Consumer beverages | No supplier/customer overlap evident; low conflict risk |
| Wizeline, Inc.; Wine.com | Technology services; e-commerce | Prior roles; no related-party transactions reported; low conflict |
Expertise & Qualifications
- Finance/accounting depth: Former public-company CFO and CAO; prior audit partner; designated audit committee financial expert .
- Public company governance: Current public director and audit chair at Zevia; prior audit chair roles at private boards .
- Industry breadth: Experience across consumer goods, electronics manufacturing services, and aviation leasing; strengthens oversight of controls and risk .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 5,979; <1% |
| Options outstanding | None |
| RSUs – Cash Settled (Vested / Unvested / Total) | 3,122 / 2,857 / 5,979 |
| RSUs – Share Settled (Vested / Unvested / Total) | – / 2,857 / 2,857 |
| Shares pledged | None; pledging prohibited by policy |
| Director stock ownership guideline | 3x annual Board cash retainer; 4-year compliance window |
| Compliance status | Within initial 4-year period (joined Dec 2023) |
Governance Assessment
- Strengths: Independent director; audit financial expert; high attendance; conservative trading policy (no hedging/pledging); no related-party transactions; robust investor outreach; equity retainer moved fully to stock-settled RSUs improving alignment .
- Compensation alignment: Director pay mix balanced with modest cash retainer and equity grants; no meeting fees; no tax gross-ups or option repricing; clear CoC vesting rules for director RSUs .
- Independence/overboarding: Within board service limits; audit-only committee focus reduces conflicts; current external public board count compliant .
- Environmental context: Say-on-pay support was 97.3% in 2024, indicating broad shareholder support for compensation governance framework .
RED FLAGS
- None evident: No hedging/pledging; no related-party transactions >$120,000 since Jan 29, 2024; attendance above threshold; no option repricing; director equity terms standard .
Note: Ruehl was initially appointed pursuant to a cooperation agreement with a stockholder—an activism-related appointment that can signal board refreshment; not a conflict per se but relevant to governance dynamics .