Paul Walsh Jr

About Paul V. Walsh Jr.

Independent director of Semtech (SMTC) since April 2023; age 60. Currently Audit Committee Chair and member of the Nominating & Governance and Technology & Strategy Committees. Former CFO at Allegro MicroSystems (2014–2022), Rocket Software (2013–2014), and Silicon Laboratories (CFO 2011–2013; CAO/VP Finance 2006–2011), with 30+ years in semiconductors; initially appointed pursuant to a cooperation agreement with a stockholder. The Board affirmatively determined he is independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit (Chair); Nominating & Governance (member); Technology & Strategy (member); committee meetings FY2025: Audit 6; N&G 5; Tech & Strategy 3.
• Independence: Board determined Walsh is independent under Nasdaq rules.
• Attendance and engagement: Board held 7 meetings; committees collectively held 23; each director attended >75% of aggregate Board/committee meetings; independent directors met in executive session; monthly update meetings conducted with management.
• Continuing education and overboarding: NACD membership; minimum director education required every two fiscal years; overboarding policy limits all other directors to no more than three other public company boards. Walsh’s single current public board (Kopin) is within policy.
• Audit Committee scope (as chair): Oversees risk assessment, internal controls, disclosure controls, legal/regulatory compliance, IT/cybersecurity, and enterprise risk assessments.

Fixed Compensation

• Policy change: Effective with the 2025 Annual Meeting, annual equity awards will be entirely stock-settled Non-Deferred RSUs; grant value increased to $180,000 and timing moved to immediately after the Annual Meeting; Deferred RSUs eliminated for future grants.

Performance Compensation

• Directors are paid retainers and time-based RSUs; no director-specific performance metrics. Oversight-relevant company performance metrics (used for executive incentives) included below.

• FY2025 structure: AIP corporate metrics 50% net sales and 50% non-GAAP adjusted operating income; PSUs based on net sales + non-GAAP adjusted operating income with TSR modifier over 3 years.
• Outcome signal: NEOs requested no FY2024 awards, and no cash bonuses were paid; TSR PSUs for tranches ending FY2024 also paid 0%.

Other Directorships & Interlocks

• Related-party transactions policy: Audit Committee-administered; no transactions >$120,000 involving directors since Jan 29, 2024 (other than compensation).

Expertise & Qualifications

• Deep finance/accounting background (CFO, CAO roles) and 30+ years in semiconductors; brings executive-level operational insights.
• Audit Committee scope includes risk management, internal controls, disclosure controls, compliance, and cybersecurity; as chair, Walsh leads these oversight areas.
• The Board’s governance profile includes independent Chair, majority independent Board, director resignation policy, executive sessions, robust succession planning, and annual self-evaluations.

Equity Ownership

• Stock ownership guidelines: Directors must hold equity equal to 3× annual cash retainer; expected within 4 years; as of FY2025, each non-employee director met guideline or was within compliance period.
• No pledging/hedging: Company prohibits hedging and pledging; no shares pledged by any director/officer.

Governance Assessment

• Strengths: Independent Audit Chair with public company CFO experience; leads oversight of cybersecurity and enterprise risk; strong Board governance practices (resignation policy, executive sessions, annual evaluations); high say‑on‑pay support (~97.3% in June 2024); no related-party transactions disclosed.

• Alignment: Director equity ownership guidelines and RSU structure (moving to all stock-settled RSUs) improve alignment; anti-hedging/anti-pledging policies further align interests.

• Independence/overboarding: Board confirmed independence; overboarding limits in place; Walsh’s single external public board (Kopin) is within limits.

• RED FLAGS

  • Initial appointment via cooperation agreement with a stockholder (activist-sponsored adds can signal governance shifts; agreement terminated Feb 2024).
  • Prior investor role at Anokiwave disclosed; monitor for any future transactions, though none reported as related party.
  • FY2024 executive incentives paid zero on financial metrics and TSR—positive for pay-for-performance, but indicates operational challenges; directors appropriately oversaw outcomes.

• Watch items for investors:

  • Execution on risk and controls (Audit Committee oversight of IT/cybersecurity, internal control remediation as needed).
  • Continued stockholder engagement on compensation; maintain high say-on-pay support.
  • Implementation of revised director equity policy (all stock-settled RSUs post‑2025 Annual Meeting) and adherence to ownership guidelines.