Saar Gillai
SEMTECHAbout Saar Gillai
Saar Gillai (age 58) has served on Semtech’s board since September 2018, is independent under Nasdaq rules, and chairs the Technology and Strategy Committee; he previously held senior cloud and communications leadership roles at Hewlett Packard Enterprise and HP Cloud and has over 30 years in technology across 3Com, Enfora, Tropos Networks, and Cisco .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teridion Technologies Ltd. | Chief Executive Officer and Director | Oct 2017 – Dec 2019 | Led a cloud-based networking company’s operations and scaling |
| Hewlett Packard Enterprise (HPE) | SVP & GM, Communications Solutions Business | Oct 2014 – Oct 2016 | Ran communications solutions; enterprise transformation exposure |
| HP Cloud | SVP, GM & Chief Operating Officer | Nov 2012 – Oct 2014 | Operated cloud business; COO responsibilities |
| 3Com; Enfora; Tropos Networks; Cisco Systems | Various executive roles | Not disclosed | Broad networking and wireless product leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Liquid Instruments Pty Ltd. | Chairman of the Board | Since Mar 2021 | Private next‑gen test equipment firm |
| Xilinx, Inc. | Director | May 2016 – Feb 2022 | Public FPGA leader; acquired by AMD |
| SpaceIQ LLC | Director | Jul 2017 – Aug 2019 | Private IWMS/CAFM software; later acquired by WeWork |
| The Exco Group | Executive Mentor | Since Oct 2020 | Mentors executives; governance and leadership focus |
| Multiple start-ups | Independent director and CEO advisor | Since Jan 2020 | Advises early-stage companies |
Board Governance
- Committee assignments: Human Capital & Compensation (member), Nominating & Governance (member), Technology & Strategy (Chair) .
- Independence: Board determined Gillai and a majority of directors are independent under Nasdaq rules .
- Attendance and engagement: Board held 7 meetings and committees held 23 meetings in FY2025; each director attended >75% of aggregate meetings; independent directors held regular executive sessions. Directors engaged in a Board Outreach Program, meeting holders representing 35% of shares outstanding and outreaching to holders of 60% .
- Committee activity levels (FY2025 meetings): Audit 6; Human Capital & Compensation 5; Nominating & Governance 5; Technology & Strategy 3 .
- Technology & Strategy Committee remit (Gillai chairs): oversight of technology strategy including AI, R&D/manufacturing, IP scope/quality, and evaluation of investments/M&A/divestitures .
- Trading, hedging, pledging: Insider Trading Policy prohibits hedging, short sales, derivatives on Company stock, and pledging of Company equity by directors/officers .
- Overboarding: Limits for public/private boards; all other directors may serve on no more than three other public companies. Pre-approval required for audit/comp committee assignments elsewhere .
- Related party transactions: None >$120,000 since Jan 29, 2024 involving directors/officers/5% holders or their immediate families (other than compensation) .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash fees (earned) | $68,750 | $77,500 |
| Stock awards (grant‑date fair value) | $179,951 | $179,992 |
| Total | $248,701 | $257,492 |
Director fee policy (FY2025):
- Annual retainer: $55,000 .
- Committee chair retainers: Audit $25,000; Human Capital & Compensation $20,000; Nominating & Governance $10,000; Technology & Strategy $10,000 .
- Committee membership retainers: Audit $10,000; Human Capital & Compensation $10,000; Nominating & Governance $5,000; Technology & Strategy $10,000 .
Performance Compensation
- Directors do not have performance‑based cash incentives; equity awards are time‑based RSUs (no performance metrics for director equity) .
- Annual director RSU grants (July 1, 2024): 2,857 cash‑settled deferred RSUs and 2,857 share‑settled non‑deferred RSUs; grant‑date fair value per unit $31.50; each award fair value $89,996 .
| Grant Date | Award Type | Units | Grant-Date Fair Value/Unit | Award Fair Value |
|---|---|---|---|---|
| Jul 1, 2024 | Deferred RSU (cash‑settled) | 2,857 | $31.50 | $89,996 |
| Jul 1, 2024 | Non‑Deferred RSU (share‑settled) | 2,857 | $31.50 | $89,996 |
Policy change (effective post‑2025 Annual Meeting): annual director equity will be entirely non‑deferred RSUs granted immediately after the annual meeting, sized at $180,000 and settled in stock (deferred RSUs eliminated) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Gillai beyond Semtech .
- Prior public company board: Xilinx, Inc. (2016–2022) .
- Not initially appointed via cooperation agreement (unlike certain other directors), reducing activist‑driven interlock risk .
Expertise & Qualifications
- Senior executive and board experience in startups and public companies; over 30 years in technology, cloud, and communications, aligning with Semtech’s IoT/connectivity and semiconductor strategy .
- As Technology & Strategy Chair, provides oversight on AI, R&D/manufacturing, IP, and strategic transactions—material to product innovation and portfolio shaping .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial ownership (as of Apr 11, 2025) | 13,123 shares; includes 2,857 RSUs vesting within 60 days |
| Ownership % of outstanding | <1% |
| Options | None outstanding |
| RSUs outstanding (cash‑settled) | 10,792 vested; 2,857 unvested |
| RSUs outstanding (share‑settled) | 0 vested; 2,857 unvested |
| Pledging/Hedging | None; policy prohibits pledging/hedging for directors |
| Director stock ownership guidelines | Required holding = 3x annual board cash retainer; all non‑employee directors met or are within the initial 4‑year compliance window as of FY2025 year end |
Governance Assessment
- Strengths: Independent director with deep cloud/networking expertise; chairs Tech & Strategy Committee overseeing AI, IP, and M&A; meets attendance expectations; director equity and ownership guidelines promote alignment; Company prohibits hedging/pledging and reports no related‑party transactions involving directors .
- Compensation mix: Balanced cash retainer plus equity RSUs; FY2025 cash fees modestly higher YoY while equity grants remained stable; transition to single non‑deferred RSU grant post‑meeting improves transparency and alignment (eliminates cash‑settled deferred RSUs) .
- Board engagement: Structured outreach program with significant investor engagement enhances governance credibility and investor confidence .
- RED FLAGS: None disclosed—no pledging, no hedging, no director‑related party transactions; no late Section 16 filings attributed to Gillai in FY2025 . Potential time‑commitment risks are mitigated by overboarding policy and primarily private‑company roles .
Say‑on‑pay context (for executive program oversight): 97.3% approval in June 2024, supporting compensation governance and board’s pay‑for‑performance posture .