Mark Lin
SEMTECHAbout Mark Lin
Mark Lin, age 49, has served as Executive Vice President and Chief Financial Officer of Semtech since October 2023, following senior finance leadership roles at MKS Instruments (VP & Corporate Controller, 2019–2023) and Microsemi (various finance roles, Corporate Controller from 2014) . During FY2025, Semtech’s executive bonus program tied to net sales and non-GAAP adjusted operating income paid below target after Committee discretion, with company results of $909.3 million net sales and $149 million non-GAAP adjusted operating income against targets of $912 million and $159 million, respectively . Pay-versus-performance disclosures show Semtech’s FY2025 TSR value of $139.03 (vs. $277.64 for the SOX index) alongside non-GAAP operating income of $148,989 thousand, framing the performance context for incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MKS Instruments, Inc. | Vice President & Corporate Controller | 2019–2023 | Led corporate controllership for a global provider of foundational semiconductor/electronics technologies |
| Microsemi Corporation | Various finance roles; Corporate Controller from 2014 | 2005–2019 | Progressively senior finance leadership culminating in corporate controllership |
External Roles
No public company board roles or external directorships disclosed for Mark Lin in the proxy .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | 129,231 | 420,000 |
| Target Annual Bonus (% of Salary) | 75% | 75% |
| Actual Annual Bonus Paid ($) | – | 179,556 |
| Signing Bonus ($) | 200,000 (vesting monthly over 2 years; repayable if certain early terminations) | – |
Performance Compensation
Annual Cash Incentive (Executive Bonus Plan)
| Component | Weight | FY2025 Target | FY2025 Actual | Payout % (Component) | Committee Cap Applied |
|---|---|---|---|---|---|
| Net Sales | 50% | $912.0M | $909.3M | 99.7% | Overall plan capped; NEO payout set to 57% of target for Lin |
| Non-GAAP Adjusted Operating Income | 50% | $159.0M | $149.0M | 93.7% | Overall plan capped; NEO payout set to 57% of target for Lin |
| Resulting Corporate Payout (pre-cap) | — | — | — | 96.7% (half at 93.7%, half at 99.7%) | Final Lin payout 57% of target |
Notes:
- Committee retained discretion to align payouts with accruals and capped FY2025 bonuses at 57% of target for most NEOs including the CFO .
Equity Incentive Awards (Structure and FY2025 Grants)
| Award Type | Grant Date | Shares/Units | Key Terms |
|---|---|---|---|
| RSUs (Time-Based Units) | 3/5/2024 | 54,726 | Vest annually over three years on 3/5/2025, 3/5/2026, 3/5/2027 |
| PSUs (Financial Metric/TSR Hybrid) | 6/4/2024 | Target 39,086 | Vest on net sales and non-GAAP adjusted operating income across FY2025–FY2027; FY2027 tranche modified by relative TSR (Russell 3000) with 75%–125% TSR multiplier; overall cap 200% of target; interim caps of one-third in FY2025 and two-thirds cumulative by FY2026 |
| Inducement RSUs (Time-Based Units) | 10/2/2023 | 22,149 | Vest 1/3 on 10/2/2024 and remaining two-thirds in eight quarterly installments beginning 1/2/2025 |
| Inducement PSUs (Financial Metric; Relative TSR) | FY2024 | 47,331 PSUs (aggregate Financial Metric & TSR) | Financial Metric PSUs: 1/3 allocated to each of FY2024–FY2026; Relative TSR PSUs: three measurement periods (FY2024; FY2024–FY2025; FY2024–FY2026); payout 0–200% |
Vesting outcomes in FY2025:
- From the 6/4/2024 Hybrid PSUs, 12,321 units vested based on FY2025 performance on 3/26/2025; remaining 26,057 target units unearned for FY2026–FY2027 .
Grant Values (accounting grant-date fair values):
- RSUs (3/5/2024): $1,194,121 .
- Hybrid PSUs (6/4/2024): $1,743,612 .
Stock Vested FY2025:
- Shares acquired on vesting: 44,164; value realized $2,797,937 .
FY2025 PSU Metric Framework (Detailed)
| Metric | Weight | FY2025 Target | FY2025 Actual | FY2025 Tranche Payout |
|---|---|---|---|---|
| Net Sales | 50% | $912.0M | $909.3M | 99.7% |
| Non-GAAP Adjusted Operating Income | 50% | $159.0M | $149.0M | 93.7% |
| Relative TSR (3-year modifier for FY2027 tranche) | Modifier | 25th–75th percentile → 75%–125% multiplier | Applied at end of FY2027 | Multiplier applied to FY2027 tranche; overall cap 200% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date 4/11/2025) | 26,435 shares; includes 12,321 RSUs vesting within 60 days of record date; <1% outstanding |
| Unvested RSUs (as of FY-end 1/26/2025) | 89,196 units; market value $6,513,092 at $73.02/share |
| Unearned PSUs (as of FY-end 1/26/2025) | 38,715 units; market value $2,826,970 at $73.02/share |
| Options | None outstanding (exercisable or unexercisable) |
| Upcoming RSU Vest Dates | 3/5/2025, 3/5/2026, 3/5/2027 (2024 grants); quarterly vesting for inducement RSUs beginning 1/2/2025 after initial 10/2/2024 vest |
| Hedging/Pledging | Prohibited under Stock Trading Guidelines |
| Shares Pledged | None by directors or officers |
| Exec Ownership Guidelines | 2x annual base salary for executives (5x CEO); must retain 50% of net vested shares until compliant |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Dates | Effective 10/2/2023; initial term through 10/2/2028; auto-renews annually unless 60-day non-renewal notice |
| Base Salary | $420,000; subject to increases (not decreases) |
| Target/Max Bonus | 75% / 150% of base salary |
| Signing Bonus | $200,000; vests monthly over 2 years; repayable if employment ends during vesting period (except qualifying severance scenarios) |
| Severance (non-CIC) | 1x base salary paid over 12 months; prior-year earned bonus plus pro-rata current-year target bonus; up to 12 months COBRA; accelerate next 12 months of time-based RSUs; performance awards treated with 1 extra year of deemed service; Deferred Comp full vest; release required |
| Severance (CIC Window) | 2x base salary paid over 24 months; prior-year earned bonus plus pro-rata current-year target bonus; up to 24 months COBRA; full acceleration of time-based RSUs; performance awards follow award terms with time-based service deemed satisfied; release required |
| 280G Treatment | Best-net approach (cutback vs. full pay) to optimize after-tax position |
| Change-in-Control Framework | “Double trigger” required for benefits (CIC plus qualifying termination) |
| Clawback | Incentives subject to recoupment upon material restatements |
| Anti-Hedging/Anti-Pledging | Prohibited for officers/directors |
Potential payments illustration (as of 1/26/2025):
| Scenario | Base Salary ($) | Non-Equity Incentives ($) | Welfare Benefits ($) | Equity Vesting Value ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Good Reason / Without Cause (non-CIC) | 420,000 | 315,000 | 45,613 | 8,768,727 | 3,230 | 9,552,570 |
| Death/Disability | – | 315,000 | – | – | – | 315,000 |
| Good Reason / Without Cause (CIC Window) | 840,000 | 315,000 | 91,226 | 15,931,186 | 3,230 | 17,180,642 |
Compensation Structure Analysis
- Equity-heavy mix with significant performance-based PSUs alongside RSUs; 2025 stock awards totaled $2,937,733 vs. $1,940,754 in 2024, indicating increased emphasis on long-term equity incentives tied to multi-year metrics .
- Annual cash incentives paid below formulaic outcomes due to Committee cap (57% of target for CFO), reflecting budget discipline despite performance metrics implying a 96.7% payout for the corporate component .
- No option repricing, no tax gross-ups, and double-trigger CIC benefits support shareholder-friendly design and alignment .
Say-on-Pay & Peer Group
- Say-on-pay approval at ~97.3% in June 2024 indicates strong shareholder support for the program .
- FY2025 compensation peer group: ADTRAN, Allegro MicroSystems, Alpha & Omega Semiconductor, Calix, Cirrus Logic, Cogent Communications, Diodes Inc., Extreme Networks, Infinera, Lumentum, MACOM, MaxLinear, Power Integrations, Silicon Labs, Synaptics, Viavi .
- Philosophy emphasizes median or higher incentives conditioned on rigorous goals, balancing absolute and relative metrics (including TSR) .
Risk Indicators & Red Flags
- Hedging and pledging prohibited; no pledged shares for officers/directors—reduces misalignment risk .
- Clawback policy implemented; double-trigger CIC policy; no minimum payouts; independent compensation consultant—mitigates governance risks .
- Related party transactions: none >$120,000 since 1/29/2024, outside compensation arrangements disclosed elsewhere—limits conflict risks .
Investment Implications
- Near-term selling pressure: significant vesting cadence (annual RSU tranches each March; quarterly vesting from inducement awards beginning January 2025) plus 12,321 PSUs vested on 3/26/2025; monitor Form 4s around vest dates for potential sales to cover taxes/liquidity .
- Retention: large unvested RSU/PSU overhang (≈127,911 unvested/unenarned units at FY-end) and robust CIC protections suggest strong retention incentives, especially into FY2026–FY2027 PSU measurement periods .
- Pay-for-performance: bonus capping despite near-target outcomes signals disciplined cash comp governance; equity structure ties upside to multi-year revenue/operating income and relative TSR—favorable alignment with long-term value creation .
- Governance quality: high say-on-pay support, no gross-ups, anti-hedging/pledging, and clawbacks indicate low compensation-related governance risk .