Paula LuPriore
SEMTECHAbout Paula LuPriore
Paula LuPriore, age 67, has served on Semtech’s Board since October 2020 and is an independent director under Nasdaq standards . She is a seasoned operating executive across enterprise software/hardware, semiconductor, networking, and infrastructure, with deep cloud computing and data center expertise; prior roles include CEO/co-founder of Wujitech and EVP/COO (and interim CEO) at Asyst Technologies, following 23 years at IBM leading product organizations and serving as VP of the Storage Networking Division . She currently serves on the Audit Committee and the Human Capital and Compensation Committee (HCCC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wujitech, Inc. (private) | CEO & Co‑founder; Director | CEO 2010–2023; Director since 2011 | Led bio‑analytic software solutions; continued board involvement |
| Asyst Technologies, Inc. (public) | EVP & COO; Interim CEO | 2002–2010 | Operational leadership in robotic automation for semiconductor equipment |
| IBM Corp. | Various senior executive roles; VP, Storage Networking Division | 23 years (dates not specified) | Led engineering, strategy, marketing, and technical sales; NAS market focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saguaro Technology, Inc. | Director | Since 2024 | Strategic software (cloud, data analytics, IoT, embedded systems) |
| Wujitech, Inc. | Director | Since 2011 | Private company board |
| PCS Edventures Inc. (public) | Director | 2015 | Served on audit and compensation committees |
| Additional note | — | — | No current other public company directorships disclosed beyond PCS Edventures (prior) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Ms. LuPriore is independent; majority‑independent Board |
| Committees | Audit Committee; Human Capital and Compensation Committee (HCCC) |
| Committee Meetings FY25 | Audit: 6; HCCC: 5 |
| Attendance & Engagement | Each director attended >75% of Board/committee meetings; all directors attended the June 2024 annual meeting |
| Executive Sessions | Regular executive sessions of independent directors |
| Stockholder Outreach | Directors engaged with holders of ~35% of total shares outstanding over the past 12 months |
Fixed Compensation
| Component | Policy/Amount | FY25 Actual (Cash) |
|---|---|---|
| Annual Board Retainer (cash) | $55,000 | Included in total |
| Committee Membership Retainers | Audit $10,000; HCCC $10,000; Nominating $5,000; Tech & Strategy $10,000 | Included in total |
| Committee Chair Retainers | Audit $25,000; HCCC $20,000; Nominating $10,000; Tech & Strategy $10,000 | Not applicable (not a chair) |
| Chair of the Board Additional Retainer | $70,000 (not applicable to LuPriore) | Not applicable |
| Reimbursement | Reasonable expenses reimbursed | — |
| FY25 Fees Earned (Paula LuPriore) | — | $72,500 |
Performance Compensation
| Grant Date | Award Type | Units | Grant‑Date Fair Value | Vesting & Settlement |
|---|---|---|---|---|
| July 1, 2024 | Annual Deferred RSU (cash‑settled) | 2,857 | $89,996 (at $31.50 per unit) | Vests on earlier of 1‑year anniversary or immediately before next annual meeting; paid in cash upon separation; dividend equivalents accrue as RSUs |
| July 1, 2024 | Annual Non‑Deferred RSU (share‑settled) | 2,857 | $89,996 (at $31.50 per unit) | Same vesting as above; settled in shares shortly after vesting; dividend equivalents accrue as RSUs |
| Policy Change (effective after 2025 AGM) | Annual Non‑Deferred RSU (share‑settled) | Units = $180,000 / grant‑date price | $180,000 | Granted immediately after annual meeting; same vesting terms as non‑deferred RSUs |
| Deferred Compensation Plan | Director Deferred Compensation Plan (adopted Nov 2024) | — | — | Allows deferral of non‑deferred RSU payments to separation or installments up to 5 years; paid on change in control; dividend equivalents accrue |
Note: Semtech’s non‑employee director equity grants are time‑based; no performance metrics (e.g., revenue/EBITDA/TSR) apply to director compensation awards .
Other Directorships & Interlocks
- Current public company boards: None disclosed for LuPriore (PCS Edventures was prior) .
- Committee interlocks: HCCC retains independent consultant (Compensia); independence assessed with no conflicts of interest .
- Overboarding policy: non‑executive directors may serve on no more than three other public company boards; advance notice required for audit/HCCC assignments on other boards .
Expertise & Qualifications
- Senior operating experience in enterprise software/hardware, semiconductor, networking, and infrastructure; extensive cloud/data center expertise .
- Audit Committee financial expertise: Audit Committee members are financially sophisticated and “audit committee financial experts” under SEC rules .
- Risk oversight exposure through Audit and HCCC roles (financial reporting, controls, cybersecurity, compensation risk) .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial Ownership (Apr 11, 2025) | 10,409 shares; includes 2,857 RSUs vesting within 60 days; <1% of outstanding |
| RSUs Outstanding (Jan 26, 2025) | Cash‑settled: 7,690 vested / 2,857 unvested (10,547 total); Share‑settled: 0 vested / 2,857 unvested |
| Pledging/Hedging | Prohibited for directors (no shares pledged) |
| Ownership Guidelines | Directors must hold equity equal to 3x annual cash retainer; expected within 4 years; as of FY25 end, all non‑employee directors met or were within compliance period |
Governance Assessment
- Independence and Committee Roles: Clear independence with dual service on Audit and HCCC; Audit Committee financial expert designation supports oversight credibility .
- Attendance and Engagement: Attendance thresholds exceeded; participation in investor outreach program enhances transparency and governance quality .
- Compensation Alignment: Modest cash retainer with equity grants that vest over ~1 year; post‑2025 shift to all share‑settled RSUs improves ownership alignment relative to prior cash‑settled deferred units .
- Conflicts/Related‑Party: No related‑party transactions >$120,000 since Jan 29, 2024; policy governed by Audit Committee .
- Risk Controls: Strong anti‑hedging/anti‑pledging, stock ownership guidelines, and clawback/compensation risk assessment framework; no Section 16 delinquency noted for LuPriore .
- Say‑on‑Pay Signal: 97.3% approval in June 2024—supportive investor sentiment toward pay practices, indirectly reinforcing board compensation oversight .
Red Flags
- None disclosed regarding related‑party transactions, hedging/pledging, or attendance; director compensation uses time‑based RSUs without performance metrics, typical for non‑employee directors, but monitor equity mix shift and deferred plan usage for alignment optics .