Martin Burvill
SEMTECHAbout Martin S.J. Burvill
Independent director at Semtech Corporation (SMTC), age 66, serving since October 2020. He chairs the Human Capital and Compensation Committee and serves on the Nominating and Governance Committee; the Board classifies him as independent under Nasdaq rules. His career spans senior leadership in network services, IoT, cloud/IT, and cybersecurity, with extensive international operating experience across the U.S., Europe, Asia, and South America.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications Inc. | President, Business Markets (SMB, state/local gov; fixed/mobile networking, IoT, security, cloud/IT) | 2016–2019 | P&L leadership; digital transformation; network and cloud services strategy |
| Verizon Enterprise | SVP Global Operations | 2012–2016 | Global operations; transformation; risk/cyber oversight |
| Verizon Enterprise | VP, Europe; VP, Global Solutions | Pre-2012 | International market development; global solutions |
| MCI Communications Corp.; Nexagent Ltd.; Internap Holding LLC; Racal Telecom Ltd.; British Telecom plc; S.I.T.A. SA | Various executive roles | Pre-Verizon | General management, network services, product management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nexar Inc. (private, vision/AI data services) | Independent Director | Since 2022 | Governance oversight in AI/data services |
| George Washington University – Elliott School | Dean’s Advisory Board; Institute for International Economic Policy Executive Circle | Ongoing | Academic advisory; policy and international economics engagement |
Board Governance
- Independence: Board determined Burvill is independent under Nasdaq rules; Board is majority independent.
- Committee assignments: Chair, Human Capital and Compensation; Member, Nominating & Governance. FY2025 meetings: HCCC 5; N&G 5.
- Attendance: Each director attended more than 75% of aggregate Board and applicable committee meetings; Board held 7 meetings; committees held 23; independent directors met in executive session at several meetings.
- Board leadership: Independent Chair of the Board (Ye Jane Li) and separate CEO/Chair roles; regular executive sessions and risk oversight via committees.
- Overboarding policy: Non-executive directors may serve on no more than three other public company boards; advance notice required for audit/comp committee assignments elsewhere.
- Stockholder engagement: Directors proactively reached out to holders of ~60% of shares and formally engaged with ~35% over past 12 months.
Fixed Compensation
| Component (FY2025 Policy) | Amount (USD) | Notes |
|---|---|---|
| Annual Board Retainer | $55,000 | Cash; paid quarterly in advance |
| Committee Chair Retainer – Human Capital & Compensation | $20,000 | Applies to Burvill as HCCC Chair |
| Committee Member Retainer – Nominating & Governance | $5,000 | Applies to Burvill as N&G member |
| Expected Policy Total (Burvill) | $80,000 | Sum of components above |
| Actual Fees Earned (Burvill, FY2025) | $81,250 | Reported payout; reflects quarterly timing |
Performance Compensation
| Grant | Grant date | Type | Units | Fair value per unit | Grant-date fair value | Vesting |
|---|---|---|---|---|---|---|
| Annual Non-Deferred RSU Award (share-settled) | July 1, 2024 | RSU | 2,857 | $31.50 | $89,996 | Vests in full on earlier of 1-year anniversary or immediately before next annual meeting; settled in shares |
| Annual Deferred RSU Award (cash-settled) | July 1, 2024 | RSU (deferred cash) | 2,857 | $31.50 | $89,996 | Same vesting as above; paid in cash at separation based on market price at payment |
| Total Stock Awards (Burvill, FY2025) | 5,714 | $179,992 |
- Dividend equivalents accrue as additional RSUs on outstanding director RSUs and follow underlying award terms.
- Change in policy: Beginning with 2025 Annual Meeting, directors receive a single $180,000 Annual Non-Deferred RSU immediately after the meeting; deferred RSUs eliminated for new grants.
- Director Deferred Compensation Plan (Nov 2024): Allows deferral of Non-Deferred RSU payment to Board separation, with installment options up to 5 years; paid on change-in-control; dividend equivalents credited during deferral.
- Performance metrics: No performance conditions disclosed for director RSU awards (time-based vesting only).
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Conflicts |
|---|---|---|---|
| Nexar Inc. | Private | Independent Director | No SMTC-related interlocks disclosed |
| GWU advisory bodies | Academic | Advisory member | Not a corporate issuer; no transactional conflicts disclosed |
- No related-party transactions >$120,000 involving directors since Jan 29, 2024, per the Related-Person Transaction Policy and disclosure.
Expertise & Qualifications
- Extensive leadership in network services, digital/cloud transformation, cybersecurity; P&L, sales/marketing, operations, product management, M&A.
- International business expertise with multi-region operating experience.
- Governance: Committee chair experience (HCCC) and participation in N&G oversight (succession, ESG, board evaluation).
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 10,409 |
| Shares outstanding (record date) | 86,622,840 |
| Ownership % of shares outstanding | ~0.012% (10,409 / 86,622,840) |
| Options (exercisable/unexercisable) | None |
| RSUs – cash-settled (vested / unvested / total) | 7,690 / 2,857 / 10,547 |
| RSUs – share-settled (vested / unvested / total) | 0 / 2,857 / 2,857 |
| Pledging of shares | None; company prohibits pledging and hedging; no pledges by directors/officers noted. |
| Ownership guidelines | Directors must hold ≥3x annual cash retainer; expected within 4 years; as of end FY2025, all Non-Employee Directors met requirements or were within compliance window. |
Governance Assessment
- Strengths: Independent director; chairs HCCC which oversees CEO goals, exec pay, stock ownership guidelines, and retains independent compensation consultants (Compensia; Semler Brossy), with no conflicts of interest found.
- Board effectiveness: >75% attendance; independent chair; regular executive sessions; structured board/committee evaluations; robust engagement with investors.
- Alignment: Director stock ownership guidelines; anti-hedging/anti-pledging; director RSUs with multi-year vesting; no re-pricing; high say-on-pay support (97.3% in June 2024).
- Conflicts/related-party exposure: None disclosed >$120k for directors; Audit Committee administers rigorous related-person policy.
- RED FLAGS: None disclosed regarding attendance shortfalls, pledging/hedging, related-party transactions, or option repricing; overboarding risk mitigated by formal limits.