Ross Gray
SEMTECHAbout Ross Gray
Ross Gray is Senior Vice President and General Manager of the IoT Systems and Connectivity Products Group at Semtech; his title was changed to this role as of March 17, 2024, after joining Semtech in January 2023 via the Sierra Wireless acquisition . He is 55 years old as of April 24, 2025 and has extensive global experience leading international teams in embedded modules, software, cloud, and connectivity, including strategy and market development work such as M&A, with several years based in Europe . Company incentive programs emphasized pay-for-performance with annual bonuses based 50% on net sales and 50% on non-GAAP adjusted operating income, plus multi-year PSUs adjusted by relative TSR versus Russell 3000 and time-based RSUs; these practices frame executive performance alignment across Semtech’s management team .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Semtech | VP & GM, IoT Connected Services | Jan 2023–Mar 17, 2024 | Responsible for managed connectivity and cloud services for IoT markets |
| Semtech | SVP & GM, IoT Systems & Connectivity | Mar 17, 2024–present | Leads IoT Systems & Connectivity Products Group |
| Sierra Wireless | VP, Connectivity Solutions | Jul 2020–Jan 2023 | Led connectivity solutions; product/marketing in embedded modules, software, cloud, connectivity |
| Sierra Wireless | Product/Marketing roles | Dec 2000–2020 | Led strategy & market development including M&A; global experience (several years in Europe) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | Not disclosed in company filings | — | No external directorships or committee roles disclosed for Gray in DEF 14A executive officer biographies |
Fixed Compensation
| Component | FY 2025 | Notes |
|---|---|---|
| Base Salary | Not disclosed for Gray | CD&A covers NEOs only; Gray is not a Named Executive Officer |
| Target Bonus % | Not disclosed for Gray | NEO bonus targets/payouts are discussed; Gray-specific targets not provided |
| Actual Bonus Paid | Not disclosed for Gray | Individual non-NEO payouts are not disclosed |
Gray is not included among the Named Executive Officers, so individual cash compensation data is not provided in proxy tables .
Performance Compensation
Annual Incentive Plan (AIP) – Program Structure
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Net Sales | 50% of corporate performance component | Not disclosed for Gray | Not disclosed for Gray | Not disclosed for Gray | Cash, annual bonus |
| Non-GAAP Adjusted Operating Income | 50% of corporate performance component | Not disclosed for Gray | Not disclosed for Gray | Not disclosed for Gray | Cash, annual bonus |
Long-Term Incentives – Program Structure
| Award Type | Grant Mechanics | Performance Metrics | Payout Range | Vesting |
|---|---|---|---|---|
| PSUs (3-year) | Granted to executives/NEOs | Net sales and non-GAAP adjusted operating income over 3 years; adjusted by relative TSR vs Russell 3000 | 0–200% of target units | Over 3-year performance period |
| RSUs | Granted to executives/NEOs | Time-based (no performance metrics) | N/A | Over 3 years |
Ross Gray Equity Grant (disclosed via Section 16 Form 3)
| Grant Type | Shares | Grant/Statement Date | Vesting Schedule | Ownership Form |
|---|---|---|---|---|
| RSU | 16,005 | Form 3 filed Mar 9, 2023 (event 03/07/2023) | Vests in four annual installments beginning Jan 13, 2024 | Direct (D) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | Not individually listed for Gray in beneficial ownership table (directors and NEOs are shown; Gray is not included) |
| Executive Stock Ownership Guidelines | Executives expected to hold Company equity equal to 2x annual base salary; CEO 5x |
| Holding Requirement | If below guideline, must hold at least 50% of net shares from vested/exercised awards until in compliance |
| Anti-Hedging Policy | Officers/directors prohibited from hedging and derivatives trading in Company stock |
| Anti-Pledging Policy | Officers/directors prohibited from pledging Company stock as collateral |
| Clawback Policy | Recovery of incentive comp upon accounting restatement due to material noncompliance; generally 3-year lookback |
| Section 16(a) Filings | Gray filed Form 3 (Mar 9, 2023) ; delinquent filings noted: Form 4 filed late May 10, 2024 and Apr 1, 2025 |
The RSU grant and vest schedule create predictable vest dates beginning Jan 13, 2024; however, holding requirements mitigate immediate selling pressure if guideline compliance is not met .
Employment Terms
| Term | Detail |
|---|---|
| Employment Start Date at Semtech | January 2023 (via Sierra Wireless acquisition) |
| Current Role Effective Date | Title changed to SVP & GM, IoT Systems & Connectivity as of Mar 17, 2024 |
| Employment Agreement | No individual employment agreement disclosed for Gray; agreements disclosed for CEO (Hou) and CFO (Lin) |
| Change-in-Control (CIC) Plan | Semtech maintains an Executive CIC Retention Plan for designated executives (double-trigger) |
| CIC Severance Economics (for participants) | 1x base salary + target bonus, plus pro-rata target bonus for year of termination; 12 months COBRA; accelerated vesting of time-based equity awards per plan; no excise tax gross-up; best-after-tax cutback if applicable |
| Post-termination Covenants | CIC Plan requires compliance with a one-year post-termination non-competition covenant (for participants) |
The proxy specifically notes participation status for certain executives (e.g., Hou and Lin do not participate, Pickle did not); Gray’s participation is not explicitly stated and should be treated as unknown unless designated by the Human Capital and Compensation Committee .
Investment Implications
- Compensation alignment: Gray’s equity incentives include a 16,005-share RSU grant vesting over four years, aligning his incentives with long-term shareholder value; Company-wide incentive design ties cash and performance equity to net sales, non-GAAP adjusted operating income, and relative TSR .
- Retention and change-of-control: If Gray is a designated CIC participant, the double-trigger severance (1x salary+target bonus, COBRA, accelerated time-based vesting) and 1-year non-compete support retention and management focus during strategic events; lack of an individual employment agreement disclosure suggests standard plan-based protections rather than bespoke severance economics .
- Trading/ownership signals: Anti-hedging and anti-pledging policies and stock ownership guidelines (2x salary with 50% net-share holding rule) reduce misalignment and curb near-term selling at vest; recurring RSU vest dates can create periodic tax-related selling pressure, but the holding rule moderates it if not at guideline compliance .
- Governance and risk flags: Two late Section 16 Form 4 filings (May 10, 2024; Apr 1, 2025) indicate administrative reporting lapses, not necessarily trading misconduct; no related-party transactions involving executives were reported since Jan 29, 2024; clawback policy provides downside protection on restatements .