Reza Kasnavi
Executive Vice President, Chief Operations and Technology Officer at SWKS
Executive
About Reza Kasnavi
Executive Vice President, Chief Operations and Technology Officer at Skyworks Solutions, with responsibility spanning advanced technology development, central engineering, quality, global manufacturing, sourcing and supply chain. Promoted to EVP/COO & CTO effective March 15, 2025, after serving as Senior Vice President, Technology and Manufacturing and as a Named Executive Officer in fiscal 2024 . Education: B.S. Electrical Engineering (Sharif University of Technology), M.S. and Ph.D. Electrical Engineering (Stanford University) . Company performance context: FY2024 revenue $4.2B, GAAP operating margin 15.3% (non-GAAP 27.2%), operating cash flow $1.825B; FY2024 pay program received ~88% “say‑on‑pay” support . Long‑term TSR performance in the FY2022 PSA cycle was -38% (17th percentile vs peer group), resulting in no payout on that TSR metric—highlighting a meaningful performance bar on equity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skyworks Solutions | VP & GM, Open Market Platforms | 2010–2018 | Led Skyworks’ push to become the leading provider of 4G solutions for the Android ecosystem . |
| Skyworks Solutions | SVP, Technology & Manufacturing | FY2024 (Named Executive Officer) | Oversaw technology/manufacturing as a Named Executive Officer . |
| Skyworks Solutions | EVP, Chief Operations & Technology Officer | Effective Mar 15, 2025 | Enterprise‑wide remit over operations and technology . |
| Tallwood Venture Capital and portfolio companies | Investor/executive; engineering/product roles at Sequoia Communications and Quintic | ~10 years prior to 2010 | Led investments (e.g., Inphi, Axiom Microdevices, Sequoia, Quintic) and held operating roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avantome Inc. | Technology Advisory Board member | Not disclosed | Contributed to next‑generation DNA sequencing technology . |
Fixed Compensation
Multi‑year compensation summary (as reported for fiscal years 2022–2024):
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary ($) | $553,677 | $574,100 | $597,600 |
| Stock Awards ($) | $4,013,570 | $4,377,587 | $4,435,150 |
| Non‑Equity Incentive Plan Compensation ($) | $597,396 | $370,013 | $349,860 |
| All Other Compensation ($) | $33,910 | $35,936 | $16,961 |
| Total ($) | $5,198,553 | $5,357,636 | $5,399,571 |
Additional fixed pay detail:
- FY2024 base salary set at $600,000 for SVP Tech & Manufacturing role; DEF14A compensation tables reflect $597,600 salary recognized for FY2024 .
- FY2024 short‑term incentive targets for “Other Named Executive Officers” (category including Kasnavi): threshold 40% of salary, target 80%, max 160% .
Performance Compensation
FY2024 Short‑Term Incentive Plan (cash)
| Metric | Weighting | Threshold | Target | Maximum | Actual FY2024 | Payout Factor | Vesting/Payment |
|---|---|---|---|---|---|---|---|
| Revenue ($mm) | 50% | 4,000 | 4,375 | 4,775 | 4,178 | 73% of target overall plan | Paid Nov 2024, subject to ≥$1,000mm non‑GAAP op income gate |
| Non‑GAAP Operating Income ($mm) | 50% | 1,000 | 1,311 | 1,605 | 1,137 | 73% of target overall plan | Paid Nov 2024 |
FY2024 Long‑Term Equity (PSAs and RSUs granted Nov 7, 2023)
Grant sizing and instruments:
- FY2024 stock‑based award value $4,000,000; PSAs at target 26,857 shares; RSUs 17,905 shares (sized at $89.36/share) .
- RSUs vest 25% annually over four years starting one year from grant date .
PSA metric design and status:
| Metric | Weighting | Performance Period | Targets | FY2024 Actual/Status | Earned % of Target | Vesting |
|---|---|---|---|---|---|---|
| Emerging Revenue Growth (%) | 25% | FY2024 | 5% / 10% / 15% (Thr/Tgt/Max) | 6% (FY2023 base $728mm → FY2024 $772mm) | ~61% | 100% at 2‑year anniversary (Nov 2025) |
| EBITDA Margin Percentile vs FY24 Peer Group | 25% | FY2024–FY2025 | 25th / 55th / 75th percentile (Thr/Tgt/Max) | In progress | N/A (in progress) | 100% at 2‑year anniversary (Nov 2025) |
| 3‑Year TSR Percentile vs S&P 500 peers | 50% | FY2024–FY2026 | 25th / 55th / 90th percentile (Thr/Tgt/Max) | In progress | N/A (in progress) | 100% at 3‑year anniversary (Nov 2026) |
Vesting schedule (FY2024 grant, Nov 7, 2023):
- RSUs: 25% on 11/7/2024, 11/7/2025, 11/7/2026, 11/7/2027 (service condition) .
- PSAs earned shares: Emerging Revenue and EBITDA metrics issue/vest at 2‑year anniversary; TSR issues/vests at 3‑year anniversary, subject to employment through vest dates .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 21,185 shares as of March 1, 2025 . |
| Shares outstanding | 156,828,070 as of March 1, 2025 . |
| Ownership as % outstanding | ~0.0135% (computed from figures above) . |
| Unvested equity not vesting within 60 days (as of Mar 1, 2025) | RSUs: 43,653 shares; PSAs (earned but unissued/time‑based only): 4,072 shares . |
| Stock ownership guidelines (executives) | SVP Tech & Manufacturing guideline: 2.5× salary OR 19,900 shares (lower of the two) . |
| Compliance with guidelines | All Named Executive Officers (including Kasnavi) in compliance as of Jan 24, 2025 . |
| Hedging/pledging | Hedging and pledging prohibited for employees/directors . |
| Clawback policies | Section 10D‑compliant recovery policy (2023) plus 2022 misconduct‑based recoupment; covers incentive comp for current/former Section 16 officers . |
| Rule 10b5‑1 plan (Q4 FY2025) | Adopted Aug 12, 2025; plan duration through May 1, 2026; aggregate sale up to 7,332 shares . |
Employment Terms
| Topic | Key Terms |
|---|---|
| CIC / Severance Agreement (Amended & Restated May 10, 2023) | Double‑trigger CIC: lump sum 1.5× (base salary at CIC + CIC bonus amount—greater of 3‑yr average bonus or current target), COBRA contributions up to 18 months, stock options exercisable 18 months post‑termination; full acceleration of outstanding equity upon Qualifying Termination in connection with CIC; if awards not assumed/substituted on similar terms at CIC, full acceleration occurs . |
| Non‑CIC termination (without cause) | 12 months’ salary continuation (biweekly), plus any due short‑term cash incentive at termination; COBRA contributions up to 12 months; vested options exercisable for 12 months . |
| Equity award treatment (general policy) | Under non‑CIC terminations, service‑based awards partially accelerate for tranches that would vest within 12 months; “in‑flight” performance awards may be deemed earned and vest per award rules if measurement date within 12 months; exercisable options remain exercisable for 12 months (capped by option term) . |
| Non‑solicit | 12‑month employee non‑solicit covenant post‑termination (applies to NEOs) . |
| Tax gross‑ups | No excise tax gross‑ups in change‑in‑control . |
| Cash severance cap policy | Stockholder ratification policy for any new NEO cash severance >2.99× salary + target bonus adopted in FY2024 . |
| Hedging/pledging prohibition | Company policy prohibits hedging and pledging of Company securities . |
Compensation Structure Analysis
- Equity‑heavy mix with PSAs/RSUs; PSAs include multi‑year metrics and above‑median targets (e.g., EBITDA margin percentile target at 55th percentile; TSR at 55th percentile) . Vesting has been lengthened in response to shareholder feedback (e.g., EBITDA metric from 2 to 3 years for FY2025 awards to NEOs) .
- FY2024 STI paid at 73% of target (below target), reflecting rigorous goals in challenging macro conditions .
- Governance safeguards: clawback policies, anti‑hedging/pledging, double‑trigger CIC, no excise tax gross‑ups—shareholder‑friendly constructs .
- Historical TSR underperformance resulted in zero PSU payouts for FY2022 TSR metric, underscoring pay‑for‑performance calibration .
Performance & Track Record
- Company FY2024 results: $4.2B revenue; GAAP operating margin 15.3% (non‑GAAP 27.2%); operating cash flow $1.825B .
- FY2024 STI metrics achieved revenue $4,178mm and non‑GAAP operating income $1,137mm; paid at 73% of target .
- FY2022 PSAs TSR metric: TSR -38%, 17th percentile vs peer group; no payout on TSR tranche .
Equity Ownership & Vesting Schedule (Selected FY2024 grants)
| Award Type | Grant Date | Shares | Vesting Dates |
|---|---|---|---|
| RSUs | Nov 7, 2023 | 17,905 | 25% on 11/7/2024, 11/7/2025, 11/7/2026, 11/7/2027 |
| PSAs (Emerging Rev Growth) | Nov 7, 2023 | 26,857 at target; earned ~61% of target | Earned shares vest 100% at 2‑yr anniversary (Nov 2025) |
| PSAs (EBITDA Margin %) | Nov 7, 2023 | 26,857 at target (component) | Performance FY2024–FY2025; earned shares vest 100% at 2‑yr anniversary (Nov 2025) |
| PSAs (3‑yr TSR %) | Nov 7, 2023 | 26,857 at target (component) | Performance FY2024–FY2026; earned shares vest 100% at 3‑yr anniversary (Nov 2026) |
Expertise & Qualifications
- Technical domains: deep experience in semiconductor technology, CMOS scaling, and applications in next‑gen DNA sequencing .
- Education: Stanford Ph.D. in Electrical Engineering; Sharif University B.S. .
- Industry experience: Skyworks executive leadership since 2010; prior decade as investor/executive at Tallwood Venture Capital and portfolio companies (Inphi, Sequoia, Quintic), including direct operating roles .
Employment Terms (Detailed Severance & CIC Economics)
| Scenario | Cash Multiple | Equity Treatment | Health Benefits | Options Post‑Termination |
|---|---|---|---|---|
| CIC + Qualifying Termination | 1.5× (salary + CIC bonus amount) | Full acceleration; performance awards deemed earned at ≥target or measured to date; if not assumed/substituted, full acceleration at CIC | COBRA contributions up to 18 months | Exercisable for 18 months (cap at term) |
| Non‑CIC termination (without cause) | 12 months salary continuation + any due STI | Partial acceleration per plan for near‑term tranches; other unvested forfeited except as plan provides | COBRA contributions up to 12 months | Exercisable for 12 months (cap at term) |
Investment Implications
- Alignment: Significant unvested RSUs (43,653) and PSAs (4,072 earned/time‑based) reinforce retention and pay‑for‑performance alignment; executive stock ownership guidelines met, with prohibition on pledging/hedging and robust clawbacks .
- Performance bar: Multi‑year PSAs with 55th percentile targets (EBITDA, TSR) and historical TSR shortfalls (FY2022 TSR tranche zero payout) indicate genuine performance sensitivity—a positive for shareholders .
- Selling pressure: A 10b5‑1 plan adopted Aug 12, 2025 to sell up to 7,332 shares through May 1, 2026 suggests programmed liquidity; typically neutral under policy but may create modest near‑term supply .
- Change‑in‑control costs: Double‑trigger 1.5× cash multiple and equity acceleration are mainstream and not excessive (no excise tax gross‑ups, severance cap policy), balancing retention and cost discipline .
Overall, Kasnavi’s incentive structure is equity‑centric with rigorous multi‑year metrics and governance safeguards; near‑term programmed sales via 10b5‑1 and pending outcomes on FY2024–2026 TSR and FY2024–2025 EBITDA PSAs are key watchpoints for alignment and retention signals .