Rodolpho Cardenuto
SEMTECHAbout Rodolpho Cardenuto
Rodolpho C. Cardenuto, age 65, has served on Semtech’s Board since September 2018 and is an independent director. He serves on the Audit Committee (not Chair) and was determined independent under Nasdaq rules; all Audit Committee members are designated “audit committee financial experts” under SEC rules. He is currently CEO of SEIDOR North America (since Nov 2023); prior roles include President, Applications Group at Vonage (Dec 2019–May 2023), SVP Sales at Magic Leap (Jan–Nov 2019), SAP Americas/Global Partner Operations leadership (2008–2018), and executive roles at Hewlett-Packard and telecom firms. The Board reports each director attended more than 75% of Board and committee meetings in the last fiscal year.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vonage Holdings Corp. | President, Applications Group | Dec 2019–May 2023 | Led cloud communications applications; executive leadership experience in SaaS/communications. |
| Magic Leap, Inc. | Senior Vice President, Sales | Jan–Nov 2019 | Go-to-market leadership in AR hardware/software. |
| SAP | President, Global Partner Operations (Americas); President, SAP Latin America & Caribbean; President SAP Americas (2013) | 2008–Dec 2018 | Global operations, partner ecosystem scaling, international market leadership. |
| Hewlett-Packard Company | Executive positions | 2001–2007 | Enterprise sales/operations leadership. |
| Vesper Telecomunicações; Nextel Comunicações; Hewlett‑Packard Brasil Ltda. | Executive positions | Pre‑2001 | Telecom and regional leadership in Brazil. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SEIDOR North America | Chief Executive Officer | Nov 2023–present | Global technology consulting; current operating role. |
| MIGNOW (private) | Chairman of the Board | Since Feb 2020 | SAP migration software; private company. |
| Various private companies | Advisor/board member | May–Dec 2023 | Advisory/director roles (private). |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee oversees financial reporting, internal controls, legal/regulatory compliance, financial risk, IT/cybersecurity, and environmental risk policies. All members, including Cardenuto, are independent and designated audit committee financial experts.
- Independence: The Board determined Messrs. Burvill, Cardenuto, Fischer, Gillai, Walsh and Mses. Li, LuPriore, Ruehl are independent; majority independent Board; independent Chair (Ye Jane Li).
- Attendance: Board held 7 meetings; committees held 23; each director attended >75% of aggregate Board/committee meetings; all directors attended the June 2024 annual meeting.
- Overboarding: Directors who are “all other directors” may serve on ≤3 other public company boards; directors must pre‑notify audit/compensation committee assignments elsewhere. No public company directorships disclosed for Cardenuto.
- Shareholder vote (2025 annual meeting): Cardenuto received 75,112,248 votes for, 622,109 withheld, 4,567,924 broker non‑votes.
- Hedging/pledging: Company policy prohibits short sales, hedging, derivatives trading, and pledging of Company stock by directors/officers/employees.
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Annual cash retainer | $55,000 | Director cash schedule for FY2025. |
| Audit Committee member retainer | $10,000 | Non‑chair committee member fee. |
| Total fees earned (Cardenuto) | $65,000 | Per director compensation table. |
| Meeting fees | $0 | No meeting fees disclosed. |
Policy update (effective post‑2025 annual meeting): Annual retainer increased to $60,000; Chair of Board $75,000; Audit Chair $30,000; Audit member $10,000; other committee chair/member fees adjusted.
Performance Compensation
| Grant Type | Grant Date | Units | Grant‑Date Fair Value per Unit | Award Value | Vesting | Settlement | Notes |
|---|---|---|---|---|---|---|---|
| Annual Deferred RSU Award (cash‑settled) | Jul 1, 2024 | 2,857 | $31.50 | $89,996 | Vests on earlier of one‑year from grant or immediately before next annual meeting | Cash upon separation from Board (unless deferred plan election) | Dividend equivalents in RSUs; acceleration on change‑in‑control/death/disability; pro‑rata vesting on other termination. |
| Annual Non‑Deferred RSU Award (share‑settled) | Jul 1, 2024 | 2,857 | $31.50 | $89,996 | Same vesting as above | Shares upon vesting (deferrable under Director Deferred Compensation Plan) | Dividend equivalents; same acceleration/pro‑rata provisions. |
- Award structure change: Beginning with grants immediately after the 2025 annual meeting, directors receive only non‑deferred RSUs sized at $180,000 per year, settled in stock with the same vest terms.
- Performance metrics: Director equity awards are time‑vesting only; no revenue/EBITDA/TSR conditions apply to director compensation.
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|---|
| None disclosed (public companies) | — | — | — | No public company boards disclosed for Cardenuto. |
| MIGNOW (private) | Private | Chairman | — | Private; no Semtech related‑party transactions disclosed. |
Expertise & Qualifications
- 25+ years of senior leadership in technology across cloud communications, AR, enterprise software, and global operations; brings extensive international business experience.
- Audit Committee service; committee comprises independent, financially sophisticated directors designated as audit committee financial experts.
- Board skills matrix emphasizes industry experience, senior executive leadership, M&A/strategy, international business, technology/IP, and risk management.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 13,083 | Includes 2,857 RSUs scheduled to vest within 60 days of record date (Apr 11, 2025). Ownership <1%. |
| RSUs outstanding – cash‑settled | 13,649 | 10,792 vested; 2,857 unvested as of Jan 26, 2025. |
| RSUs outstanding – share‑settled | 2,857 | 0 vested; 2,857 unvested as of Jan 26, 2025. |
| Shares pledged as collateral | 0 | No director’s shares pledged; anti‑pledging policy applies. |
| Director stock ownership guideline | 3× annual cash retainer | Expected within 4 years; each Non‑Employee Director met guideline or remained within initial compliance window as of FY2025. |
Additional program note: Company disclosed significant cash‑settled RSU liabilities for former directors and eliminated cash‑settled director awards prospectively (post‑2025 annual meeting), improving alignment via equity settlement.
Governance Assessment
- Positive signals: Independence; Audit Committee expertise; >75% attendance; independent Chair; strong shareholder engagement and regular executive sessions; prohibition on hedging/pledging; stock ownership guidelines achieved/within window.
- Compensation alignment: Director pay mix emphasized equity ($179,992 stock vs $65,000 cash in FY2025 for Cardenuto). Policy change to all stock‑settled RSUs and updated cash retainers enhances transparency and alignment.
- Conflicts/related parties: No related‑person transactions >$120,000 since Jan 29, 2024; no share pledging; overboarding policy in place; no public company interlocks disclosed for Cardenuto.
- Shareholder sentiment: 2025 re‑election support was strong in absolute votes; 2024 say‑on‑pay approval was ~97.3%, indicating broad investor support for compensation governance.
RED FLAGS: None identified specific to Cardenuto in Semtech filings; legacy cash‑settled RSU liabilities for directors were notable but the program has been restructured to share‑settled awards post‑2025 annual meeting, reducing potential misalignment.