Madhusudhan Rayabhari
SEMTECHAbout Madhusudhan Rayabhari
Senior Vice President and General Manager of Analog Mixed Signal and Wireless Products Group since December 2022; previously SVP & GM of Protection Products (promoted March 8, 2022), VP & GM of Protection (October 2020), VP of Marketing & Business Development (2015–2020), and VP of Marketing & Applications for Power Products since joining Semtech in 2012. He brings 25+ years of semiconductor industry experience across product, applications, marketing, and management roles . His incentive design is explicitly tied to multi-year performance metrics: net sales and non‑GAAP adjusted operating income across FY2025–FY2027 with a relative TSR modifier, alongside time‑based RSUs; his FY2025 cash bonus paid out at 59% of target, reflecting pay-for-performance mechanics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Semtech | SVP & GM, Analog Mixed Signal & Wireless | Dec 2022–present | Leads AMS/Wireless portfolio; multi-year equity tied to revenue, non‑GAAP operating income, TSR . |
| Semtech | SVP & GM, Protection | Mar 8, 2022–Dec 2022 | Elevated from VP & GM; oversight of Protection product group . |
| Semtech | VP & GM, Protection | Oct 2020–Mar 2022 | General management of Protection Products Group . |
| Semtech | VP, Marketing & Business Development (Protection) | 2015–2020 | Commercial growth and BD for Protection portfolio . |
| Semtech | VP, Marketing & Applications (Power Products) | 2012–2015 | Product marketing/applications leadership for Power Products . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Geo Semiconductor | Senior management roles | Prior to 2012 | Product/market execution in imaging semis . |
| Microsemi | Senior management roles | Prior to 2012 | Operations/management roles in analog mixed signal . |
| PowerDsine | Senior management roles | Prior to 2012 | Leadership roles; company later acquired by Microsemi . |
| Fairchild Semiconductor | Marketing, applications, product development | Prior to 2012 | Technical/commercial roles in power/analog . |
| National Semiconductor (acq. TI) | Marketing, applications, product development | Prior to 2012 | Broad technical/product roles; platform experience . |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual base salary | $375,000 | $400,000 (increase to align with peer market levels) |
| Target annual bonus (% of base) | Not disclosed | 80% |
| 401(k) Company contribution | Not disclosed | $3,700 |
| Deferred Compensation Plan contribution | Not disclosed | $0 (dash indicates none) |
| FY2024 cash bonus | $0 (no bonus; retention RSU granted instead) | – |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Executive Bonus Plan (FY2025) | Company ABP goals; individual performance | Not disclosed | 80% of $400,000 = $320,000 | 59% payout; $187,736 | Cash, paid following FY end . |
| RSUs (Time‑Based Units, granted Mar 5, 2024) | Service-based | Not disclosed | 48,400 units | N/A | Generally vest annually over 3 years . |
| RSU (Retention, granted Mar 27, 2024) | Service-based (retention; replaces FY2024 cash bonus) | Not disclosed | 3,230 units; $89,988 grant date fair value | N/A | Scheduled to vest one year after grant . |
| PSUs (Financial Metric/TSR Hybrid, granted Jun 4, 2024) | Net sales & non‑GAAP adjusted operating income over FY2025–FY2027, with relative TSR modifier | Not disclosed | Target 34,568 units; $1,542,064 grant date fair value; $2,584,304 max value (at highest performance) | FY2025 portion tracked below threshold; no FY2025 eligibility to vest | Performance period FY2025–FY2027; vest based on metrics plus TSR modifier . |
| Relative TSR PSUs (FY2024 grant) | TSR vs peers | Not disclosed | Grant fair value $467,889; max $935,778 | Tranche vesting: FY2024 tranche 0%; FY2024–FY2025 two‑year tranche 200% | Multi-tranche across 1–3 year periods . |
| Relative TSR PSUs (FY2023 grant) | TSR vs peers | Not disclosed | — | Tranche vesting: FY2023 0%; FY2023–FY2024 0%; FY2023–FY2025 100% | Multi-tranche across 1–3 year periods . |
| Stock awards vested (FY2025) | Vested RSUs/PSUs | — | — | 26,884 shares vested; $1,173,301 value realized | Per award terms . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 67,012 shares; less than 1% of outstanding . |
| Stock ownership guidelines | NEOs expected to hold 2× annual base salary in company stock; 50% net‑after‑tax of vested shares must be held until guideline met . |
| Hedging/pledging | Prohibited for officers and directors; anti‑hedging and anti‑pledging policy in effect . |
| Insider filings | Two late Form 4 filings (May 10, 2024; April 1, 2025) per Section 16(a) disclosure . |
| Option activity | No options exercised in FY2025 . |
Employment Terms
| Provision | Detail |
|---|---|
| Participation | Covered under Executive Change in Control Retention Plan (“CIC Plan”) as an “Other Executive” . |
| Double-trigger | Benefits require both a change in control and qualifying termination; no single-trigger benefits . |
| Severance (illustrative as of Jan 26, 2025) | Base salary $400,000; one times target bonus plus pro‑rated bonus $640,000; welfare benefits $31,905; equity vesting value $11,657,329; total $12,729,234 (assumptions disclosed) . |
| Equity treatment (CIC) | No automatic acceleration if awards assumed/continued; if unassumed/terminated, acceleration applies; performance‑based awards convert to target and retain time‑vesting unless otherwise specified . |
| 280G excise tax | Best‑net approach: cutback to avoid excise tax or pay in full with executive bearing tax, whichever yields better after‑tax outcome; no tax “gross‑ups” . |
| Non‑compete | One‑year post‑termination non‑competition covenant required under CIC Plan . |
| Clawback | Policy to recoup incentive compensation upon material restatement due to noncompliance with securities laws . |
Compensation Structure Analysis
- Year-over-year cash vs equity: Base salary increased from $375,000 to $400,000 in FY2025 to better align with peer levels; equity awards are balanced between time‑based RSUs and performance‑based PSUs, with a retention RSU substituting for the missed FY2024 cash bonus .
- Performance stringency: FY2025 PSUs for certain NEOs (including Rayabhari) had no eligible vesting due to performance tracking below threshold at FY2025 end, reinforcing at‑risk pay design .
- Governance practices: No minimum payouts; no option repricing; anti‑hedging/pledging; double‑trigger CIC; independent compensation consultant .
Risk Indicators & Red Flags
- Late Section 16 filings: Two late Form 4s noted for 2024 and 2025, a minor compliance flag to monitor for process rigor .
- CIC economics magnitude: Equity acceleration value illustrative at $11.66M under change‑in‑control termination, creating potential selling pressure if awards accelerate upon non‑assumption; mitigated by double‑trigger design .
- No tax gross‑ups: Shareholder‑friendly; best‑net 280G cutback in place .
Equity Incentive Design Details
| Award Type | Grant Date | Units/Target | Grant Date Fair Value | Maximum Value | Vesting / Performance |
|---|---|---|---|---|---|
| Time‑Based RSUs | Mar 5, 2024 | 48,400 | Not disclosed in table excerpt | — | Annual over 3 years . |
| Retention RSU | Mar 27, 2024 | 3,230 | $89,988 | — | One‑year vest; recognition for FY2024 contributions given lack of cash bonus . |
| Financial Metric/TSR Hybrid PSUs (FY2025) | Jun 4, 2024 | Target 34,568 | $1,542,064 | $2,584,304 | Net sales & non‑GAAP AOI over FY2025–FY2027; relative TSR modifier; FY2025 portion below threshold . |
| Financial Metric PSUs (FY2024) | FY2024 | — | $315,000 | $630,000 | Financial metrics; grant values disclosed . |
| Relative TSR PSUs (FY2024) | FY2024 | — | $467,889 | $935,778 | Vest tranches: FY2024 0%; FY2024–FY2025 200% . |
| Relative TSR PSUs (FY2023) | FY2023 | — | — | — | Vest tranches: FY2023 0%; FY2023–FY2024 0%; FY2023–FY2025 100% . |
Option Awards
- No options exercised in FY2025; option exercise values shown as zero for all NEOs, including Rayabhari .
Equity Ownership Activity
| Item | FY2025 |
|---|---|
| Shares acquired on vesting | 26,884 |
| Value realized on vesting | $1,173,301 |
| Beneficial ownership (record date Apr 11, 2025) | 67,012 shares; <1% |
Compliance & Policies
- Anti‑hedging and anti‑pledging: Strict prohibitions for officers/directors .
- Stock ownership guidelines: 2× salary for NEOs; 50% hold of net vested shares until guideline met .
- Section 16(a) compliance: Two late Form 4 filings for Rayabhari .
Investment Implications
- Alignment: Heavy use of PSUs tied to revenue and non‑GAAP operating income with TSR modifier plus multi‑year vesting indicates strong long‑term alignment; FY2025 below‑threshold PSU tracking underscores performance sensitivity of equity payouts .
- Retention and selling pressure: CIC economics are meaningful, with illustrative equity acceleration value of $11.66M under a qualifying termination, but double‑trigger and assumption rules reduce automatic acceleration risk; monitor for any corporate actions that could lead to accelerated vesting and potential supply overhang .
- Governance quality: No tax gross‑ups, anti‑hedging/pledging, clawback, independent consultant, and ownership guidelines support shareholder-friendly practices; minor Section 16 filing delays merit process monitoring but are not indicative of material governance failures .
- Pay trajectory: Base salary increased to $400,000 in FY2025 to reflect market competitiveness; actual cash incentive at 59% of target suggests measured payout discipline amid performance conditions .