Ye Jane Li
SEMTECHAbout Ye Jane Li
Independent director at Semtech since 2016; elected Chair of the Board in 2024. Age 57. Current SMTC committee roles: Chair of Nominating & Governance; member of Human Capital & Compensation and Technology & Strategy. Background includes Strategic Advisor at Diversis Capital (since 2013) and prior senior operating roles at Huawei Enterprise USA (COO, 2012–2015) and Huawei Symantec (GM, 2010–2012). Independent status affirmed in the 2024 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diversis Capital, LLC | Strategic Advisor | 2013–present | Private equity advisor (tech focus) |
| Huawei Enterprise USA | Chief Operating Officer | 2012–2015 | Enterprise IT go-to-market |
| Huawei Symantec USA | General Manager | 2010–2012 | U.S. operations leadership |
| The Gores Group | Consultant | 2009 | Tech-sector diligence/ops |
| Fujitsu Compound Semiconductor / Eudyna Devices (JV with Sumitomo) | EVP & GM | 2004–2009 | Compound semiconductor operations |
| NeoPhotonics; Novalux; Corning | Executive/management roles | Pre-2004 | Photonics/optics roles |
External Roles
| Company | Type | Role | Tenure |
|---|---|---|---|
| PDF Solutions, Inc. | Public | Director | Nov 2021–present |
| Knowles Corporation | Public | Director | Feb 2018–present |
| ServicePower, Inc. | Private | Director | Jul 2017–present |
| CTS Corporation | Public | Director | May 2020–May 2023 |
| Women in Cable TV & Telecommunications | Non-profit | Director | 1998–2001 |
Board Governance
- Current SMTC assignments (FY2025): Chair of the Board; Chair, Nominating & Governance; member, Human Capital & Compensation; member, Technology & Strategy.
- Independence and overboarding: Classified Independent in 2024 proxy. Policy permits “all other directors” to serve on up to three other public company boards; Li serves on two (Knowles, PDF), inside policy limits.
- Hedging/pledging prohibited: Company policy bans hedging, derivatives, short sales, and pledging by directors.
- Attendance and engagement:
- FY2024: Board held 14 meetings; committees 24. Each director attended >75% of aggregate meetings; independent directors met in executive session.
- FY2025: Board held 7 meetings; committees 23. Each director attended >75%; independent executive sessions held; monthly info updates with management.
| Governance Metric | FY2024 | FY2025 |
|---|---|---|
| Board meetings (count) | 14 | 7 |
| Committee meetings (count) | 24 | 23 |
| Attendance threshold | >75% each director | >75% each director |
Fixed Compensation
- Policy retainer schedule (FY2025):
| Description | Annual Retainer |
|---|---|
| Annual Director Retainer | $55,000 |
| Additional Retainer – Chair of the Board | $70,000 |
| Committee Chair Retainer – Audit | $25,000 |
| Committee Chair Retainer – Human Capital & Compensation | $20,000 |
| Committee Chair Retainer – Nominating & Governance | $10,000 |
| Committee Chair Retainer – Technology & Strategy | $10,000 |
| Committee Member Retainer – Audit | $10,000 |
| Committee Member Retainer – Human Capital & Compensation | $10,000 |
| Committee Member Retainer – Nominating & Governance | $5,000 |
| Committee Member Retainer – Technology & Strategy | $10,000 |
- Actual director compensation (FY2025):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ye Jane Li (Chair) | 131,250 | 179,992 | 311,242 |
Note: Based on the amounts above, cash was ~42% and equity ~58% of total in FY2025 (calculation based on cited figures).
Performance Compensation
- Annual equity awards (FY2025 mechanics):
- On July 1, 2024 each Non-Employee Director received 2,857 Deferred RSUs (cash-settled) and 2,857 Non-Deferred RSUs (share-settled) at $31.50 per unit; grant-date fair value $89,996 each. Vest in full on earlier of 1-year anniversary or day before next annual meeting.
- Deferred RSUs pay in cash upon Board separation; Non-Deferred RSUs settle in shares after vest or separation.
- Acceleration: Change in control or death/disability accelerates in full; pro-rata vesting on other terminations. Dividend equivalents accrue as additional RSUs.
- Program change (effective after 2025 Annual Meeting): Eliminates Deferred RSUs; single stock-settled Annual Non-Deferred RSU Award sized at $180,000, granted immediately following each annual meeting.
- Performance metrics: Director equity is time-based; no performance metrics apply to non-employee director awards (structure as described in policy).
| Award Component (FY2025) | Grant Date | Units | Unit Price | Grant-Date FV |
|---|---|---|---|---|
| Annual Deferred RSU Award (cash-settled) | Jul 1, 2024 | 2,857 | $31.50 | $89,996 |
| Annual Non-Deferred RSU Award (share-settled) | Jul 1, 2024 | 2,857 | $31.50 | $89,996 |
Other Directorships & Interlocks
- Current public boards: PDF Solutions (since Nov 2021) and Knowles Corporation (since Feb 2018). Private: ServicePower (since Jul 2017). Prior: CTS Corporation (May 2020–May 2023). No related-party transactions disclosed with these entities under SMTC’s Related-Person policy.
Expertise & Qualifications
- Senior executive experience across telecom components/systems, semiconductors, IT and data centers; brings insights into Asian markets critical to Semtech.
- Governance credentials: Board chairmanship; leadership of Nominating & Governance; active on compensation and technology committees.
Equity Ownership
| Metric | As of Apr 11, 2024 | As of Jan 26, 2025 |
|---|---|---|
| Common shares beneficially owned | 13,157 | – |
| Cash-settled RSUs – vested | – | 17,653 |
| Cash-settled RSUs – unvested | – | 2,857 |
| Share-settled RSUs – vested | – | 0 |
| Share-settled RSUs – unvested | – | 2,857 |
| Stock options (vested/unvested) | – | 0 / 0 |
Policy prohibits hedging, derivatives and pledging of company stock by directors. No pledging disclosed.
Say-on-Pay & Shareholder Feedback (Company-level signal)
| Annual Meeting Year | Say-on-Pay Approval (%) |
|---|---|
| 2022 | ~83% |
| 2023 | ~96.7% |
| 2024 | ~97.3% |
Committee disclosures emphasize continued alignment to performance and investor feedback in FY2024–FY2025 program design.
Governance Assessment
- Strengths
- Independent Chair with multi-sector tech operating expertise; chairs Nom/Gov and serves on compensation and tech committees, supporting robust board process and strategy oversight.
- Strong attendance culture; directors exceeded 75% attendance with frequent meetings and independent sessions.
- Pay structure for directors tilts to equity (time-based RSUs) and moved to a simplified stock-only grant post-2025 AGM; supports alignment without performance gaming.
- No related-party transactions disclosed since January 2024 under policy; hedging/pledging prohibited.
- High recent say-on-pay support (96.7%–97.3%), signaling broad investor confidence in compensation governance.
- Watch items
- External board load: two public boards (Knowles, PDF) plus a private board; within Semtech’s overboarding limits but should be monitored given Chair responsibilities.
- Director equity is time-based (no performance metrics) which is standard but provides less direct pay-for-performance leverage at the board level; mitigated by ownership/holding and anti-hedging policies.
No RED FLAGS identified: no attendance shortfalls, no related-party transactions, no pledging/hedging, and service appears compliant with overboarding policy.