Chris Zegarelli
About Chris Zegarelli
Chris Zegarelli, 51, was appointed Chief Financial Officer of Silvaco Group, Inc. effective September 15, 2025; he holds a B.A. in Russian and International Economics from Middlebury College and an MBA in Finance and Strategy from the University of Michigan . He certified the Q3 2025 Form 10-Q as CFO on November 12, 2025 . During Q3 2025, Silvaco reported record revenue of $18.7 million, up 70% year-over-year, record bookings of $22.8 million, and a non-GAAP operating loss of $2.3 million, as management initiated cost-reduction actions expected to lower annualized non-GAAP operating expenses by at least $15 million; Zegarelli highlighted improving financial discipline and the $15 million cost-reduction program in the earnings release .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Infineon Technologies AG | Senior Vice President, Finance | Oct 2023–Sep 2025 | Led integration and strategic planning following Infineon’s acquisition of GaN Systems |
| GaN Systems Inc. | Chief Financial Officer | Jun 2021–Oct 2023 | Oversaw finance until acquisition by Infineon |
| Thermal Engineering International Inc. | Chief Financial Officer | 2019–2021 | Financial leadership for industrial technology operations |
| indie Semiconductor | Chief Financial Officer | 2016–2019 | Scaled finance in fast-moving automotive/semiconductor markets |
| Intel, Qualcomm, Broadcom | Senior finance roles | Not disclosed | Progressive responsibilities across tier-1 semiconductor leaders |
Fixed Compensation
| Metric | FY2025 | FY2026 |
|---|---|---|
| Base Salary ($) | $450,000 (per offer letter) | $450,000 (unless adjusted; offer letter sets base) |
| Sign-on Bonus ($) | $200,000 installment paid within 30 days of start; subject to repayment if voluntary resignation/termination for cause prior to Jan 1, 2027 | $200,000 installment contingent on achieving 100% of FY2026 operating plan revenue and profit targets; payable upon continued service through Dec 31, 2026 |
| Target Annual Incentive (% of salary) | 60% of base; prorated for FY2025; based on company-wide performance; discretion retained by Board | 60% of base; based on company-wide performance; discretion retained by Board |
| Actual Annual Bonus Paid ($) | Not disclosed | Not disclosed |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual incentive tied to company-wide performance (KPIs) | Not disclosed | 60% of base salary | Not disclosed | Discretionary; amount not guaranteed | Cash and/or RSUs per company plan; specific vesting not disclosed |
| FY2026 revenue and profit vs plan (sign-on performance condition) | N/A (sign-on condition) | 100% of plan (revenue and profit) | Not disclosed | $200,000 if achieved | Paid upon achievement and continued service through Dec 31, 2026 |
Equity Ownership & Alignment
| Equity Award | Grant Value | Vesting Schedule | Notes |
|---|---|---|---|
| RSUs (new hire grant) | $2,300,000 equity value | 25% on first anniversary of grant; 1/16 quarterly thereafter until fully vested at 4 years | Eligible to participate in Executive Severance Plan; indemnification agreement at start date |
- Policies and governance alignment:
- Anti-hedging and anti-pledging policy; derivatives trading, margining, and pledging prohibited without prior written pre-clearance .
- Compensation recovery (clawback) policy adopted per Rule 10D-1 and Nasdaq listing standards (3-year lookback on restatements) .
- Company governance highlights include no excise tax gross-ups and no single-trigger change-of-control provisions .
Note on insider transactions: Attempted to fetch Form 4 filings for “Zegarelli” at SVCO for 2025-08-01 to 2025-11-19, but the insider-trades skill returned an authorization error (HTTP 401). No Form 4 data could be retrieved via the tool at this time.
Employment Terms
| Provision | Non-Change-in-Control (CFO) | Change-in-Control (CFO) |
|---|---|---|
| Cash Severance | 12 months of then-current base salary + pro-rated target bonus (for period employed in year of termination); paid in two installments | 15 months of then-current base salary + pro-rated target bonus; paid in a single lump sum |
| Healthcare Benefits | Company-paid premiums for continued group health coverage for up to 12 months | Company-paid premiums for continued group health coverage for up to 15 months |
| Equity Vesting Acceleration | For CEO and CFO only: accelerated time-based vesting of the unvested portion of 25% of then outstanding equity awards | Accelerated time-based vesting of 100% of then outstanding equity awards (double-trigger during CIC window) |
| Trigger Mechanics | Termination by company without “cause” or resignation for “non-CIC good reason”; release required | Termination by company without “cause” or resignation for “CIC good reason” within 3 months before to 12 months after a change-in-control; release required |
| Indemnification | Company to enter indemnification agreement on start date | Indemnification per company practice |
| Clawback | Policy for recovery of erroneously awarded compensation per SEC/Nasdaq rules | Policy applies |
Company Performance Context (Q3 2025)
| Metric | Q3 2025 |
|---|---|
| Revenue ($MM) | $18.7; +70% YoY |
| Gross Bookings ($MM) | $22.8; +131% YoY |
| GAAP Gross Margin (%) | 77.9%; +326 bps YoY |
| GAAP Operating Loss ($MM) | $(9.3) vs $(7.3) in Q3 2024 |
| GAAP Net Loss ($MM) | $(5.3) vs $(6.6) in Q3 2024 |
| Non-GAAP Operating Loss ($MM) | $(2.3) vs $(2.6) in Q3 2024 |
| Non-GAAP Net Loss ($MM) | $(2.1) vs $(1.8) in Q3 2024 |
| Cost Reduction Program | At least $15 million annualized non-GAAP opex reduction expected |
Investment Implications
- Retention and alignment: The two-tranche $400,000 sign-on (with repayment risk through Jan 1, 2027) and 4-year RSU vesting create strong retention incentives; eligibility under a double-trigger CIC plan with full time-based acceleration balances executive mobility with shareholder protection .
- Pay-for-performance: Annual incentive targets are tied to company-wide performance with Board discretion; the FY2026 sign-on condition directly links cash payout to achieving 100% of revenue and profit plan, reinforcing P&L accountability in Zegarelli’s first full year .
- Selling pressure timing: RSUs vest 25% at first anniversary and quarterly thereafter; absent Form 4 visibility, expect potential periodic settlement-related selling pressure aligned to quarterly vest dates beginning one year post-grant .
- Governance quality: Anti-hedging/pledging and clawback policies, no single-trigger CIC, and no excise tax gross-ups are shareholder-friendly; they reduce misalignment and mitigate compensation-related red flags .
- Execution risk and value creation: With record revenue/bookings alongside operating losses, the CFO’s cost-reduction program ($15 million annualized) is a key lever toward profitability; watch for improvements in non-GAAP operating results and cash discipline through FY2026 as leading indicators of effectiveness .