Paul Walsh Jr
SEMTECHAbout 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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegro MicroSystems, Inc. | CFO, SVP & Treasurer | 2014–Feb 2022 | Public company CFO leadership in semiconductors; executive-level insights to board. |
| Rocket Software, Inc. | CFO & SVP | 2013–2014 | Finance leadership at global software firm. |
| Silicon Laboratories Inc. | CFO & SVP; CAO & VP Finance | CFO 2011–2013; CAO/VP 2006–2011 | Public company finance, accounting, controls; multiple financial leadership roles. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kopin Corporation | Director; Audit Committee Chair | Current | Audit leadership; electronics manufacturer; public company board experience. |
| Anokiwave, Inc. | Advisor to Board & Audit Committee; Investor | Oct 2022–Feb 2024 | Late-stage semiconductor company; acquired by Qorvo (Feb 2024). |
| Nitero, Inc. | Director | 2012–2015 | Venture-backed semiconductor startup board experience. |
| Grande Communications Networks, LLC | Director; Audit Committee Chair | 2008–2010 | Broadband provider governance; audit oversight. |
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
| Item | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 67,457 | 85,000 |
| Stock Awards ($) | 218,402 | 179,992 |
| Total ($) | 285,859 | 264,992 |
| Director Compensation Policy (FY2025) | Annual Retainer | Chair Retainer | Committee Chair Retainer | Committee Member Retainer |
|---|---|---|---|---|
| Board | 55,000 | Chair of Board: 70,000 | Audit: 25,000; HCC: 20,000; N&G: 10,000; Tech & Strategy: 10,000 | Audit: 10,000; HCC: 10,000; N&G: 5,000; Tech & Strategy: 10,000 |
| Annual Director RSU Grants (July 1, 2024) | Units | Settlement | Grant-Date Fair Value |
|---|---|---|---|
| Annual Deferred RSU Award | 2,857 | Cash (paid at separation) | $89,996 (at $31.50 per unit) |
| Annual Non-Deferred RSU Award | 2,857 | Shares (stock-settled) | $89,996 (at $31.50 per unit) |
- Policy change: Effective with the 2025 Annual Meeting, annual equity awards will be entirely stock-settled Non-Deferred RSUs; grant value increased to $180,000 and timing moved to immediately after the Annual Meeting; Deferred RSUs eliminated for future grants.
Performance Compensation
- Directors are paid retainers and time-based RSUs; no director-specific performance metrics. Oversight-relevant company performance metrics (used for executive incentives) included below.
| Executive Incentive Metrics (FY2024) | Target | Actual | Payout Outcome |
|---|---|---|---|
| Non-GAAP Operating Income ($USD) | $292,900,000 | $92,668,000 | 0% of metric portion (below 80% threshold) |
| Net Revenue ($USD) | $1,368,400,000 | $868,758,000 | 0% of metric portion (below 80% threshold) |
- 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
| Company | Public/Private | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Kopin Corporation | Public | Director; Audit Chair | Adjacent electronics/semiconductor ecosystem; no Semtech related-party transactions disclosed. |
| Anokiwave, Inc. | Private (acq. by Qorvo Feb 2024) | Advisor; Investor | Investor status disclosed; not a related-party transaction with Semtech; acquisition closed Feb 2024. |
| Nitero, Inc. | Private | Director | No Semtech related-party transactions disclosed. |
| Grande Communications Networks | Private | Director; Audit Chair | No Semtech related-party transactions disclosed. |
- 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
| Beneficial Ownership | As of Record Date | Shares | % Outstanding |
|---|---|---|---|
| Paul V. Walsh Jr. | Apr 11, 2024 | 24,422 | <1% |
| Paul V. Walsh Jr. | Apr 11, 2025 | 27,279 (includes 2,857 RSUs vesting within 60 days) | <1% |
| Outstanding Director RSUs (as of Jan 26, 2025) | Vested (Cash-Settled) | Unvested (Cash-Settled) | Unvested (Share-Settled) | Total Units |
|---|---|---|---|---|
| Walsh | 4,422 | 2,857 | 2,857 | 7,279 |
- 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
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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.
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Alignment: Director equity ownership guidelines and RSU structure (moving to all stock-settled RSUs) improve alignment; anti-hedging/anti-pledging policies further align interests.
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Independence/overboarding: Board confirmed independence; overboarding limits in place; Walsh’s single external public board (Kopin) is within limits.
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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.
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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.