Lattice Semiconductor Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Lattice Semiconductor (LSCC) has granted 323,255 restricted stock units (RSUs) and performance restricted stock units to two new executives on February 10, 2025. Lorenzo Flores, the new CFO, received 106,375 RSUs and 132,969 performance units, while Nicole Singer, the new Chief People Officer, received 27,702 RSUs and 86,209 performance units.

The performance-based units are tied to both total shareholder return (TSR) relative to Russell 3000 Index companies and year-over-year revenue growth. Revenue growth targets must exceed Gartner's Non-Memory Semiconductor Revenue Growth benchmark, with potential payouts ranging from 0% to 250% based on performance. TSR performance units can multiply up to 200% for extraordinary performance.

These inducement grants, approved under Nasdaq Rule 5635(c)(4), are part of Lattice's 2025 Inducement Equity Incentive Plan.

Positive

• Strategic executive hires of new CFO and Chief People Officer
• Performance-based compensation structure aligns with shareholder interests
• Potential for up to 250% payout on revenue growth targets
• Performance metrics tied to industry benchmarks ensures competitive growth targets

Negative

• Potential shareholder dilution from 323,255 new stock units

HILLSBORO, Ore.--(BUSINESS WIRE)-- Lattice Semiconductor Corporation (Nasdaq: LSCC), the low power programmable leader, today announced that on February 10, 2025 (“Grant Date”), Lattice Semiconductor granted a total of 323,255 restricted stock units and performance restricted stock units to two new employees who began their employment with Lattice Semiconductor on February 10, 2025.

These inducement grants were granted pursuant to Lattice Semiconductor’s 2025 Inducement Equity Incentive Plan (“Inducement Plan”). For the awards granted to Lorenzo Flores, Senior Vice President, Chief Financial Officer, 17,729 time-based restricted stock units (“RSUs”) will vest at a rate 100% on the anniversary date of the Grant Date, and 88,646 RSUs will vest at a rate of 25% of the RSUs on the first anniversary of the Grant Date and thereafter at a rate of 6.25% per quarter, subject to continued employment or service through each applicable vesting date. 44,323 performance restricted stock units with vesting tied to the Company’s total shareholder return relative to the companies in the Russell 3000 Index (“TSR PRSUs”) will vest over 3 years from the Grant Date. One-third of the TSR PRSUs will be tested for vesting each year on the anniversary of the Grant Date and will have a multiplier provision up to 200% in the event of extraordinary performance, subject to continued employment or service through each applicable vesting date. 88,646 performance restricted stock units with vesting tied to the Company’s year over year revenue growth (“Revenue PRSUs”) will be divided into four equal tranches and for each tranche, revenue growth will be measured by comparing organic revenue for that year to the revenue achieved in the prior year. The first measuring period will be the fiscal year 2025 compared to fiscal year 2024. The size of the revenue growth percentage determines the extent to which any tranche will be eligible to vest and can range from 0% to 250% of target, with payment at or above 100% possible with achievement of revenue growth at or above 10%. Additionally, for each measurement period, the revenue growth must exceed the Gartner Non-Memory Semiconductor Revenue Growth market benchmark to be eligible to vest. Vesting of any tranche will occur on the 13-month anniversary following the annual measurement period for that tranche. Vesting of the Revenue PRSUs will be subject to continued employment or service through each applicable vesting date.

For the equity awards granted to Nicole Singer, Senior Vice President, Chief People Officer, 27,702 RSUs will vest at a rate of 25% of the RSUs on the first anniversary of the Grant Date and thereafter at a rate of 6.25% per quarter, subject to continued employment or service through each applicable vesting date. 27,702 performance restricted stock units with vesting tied to the Company’s total shareholder return relative to the companies in the Russell 3000 Index (“TSR PRSUs”) will vest over 3 years from the Grant Date. One-third of the TSR PRSUs will be tested for vesting each year on the anniversary of the Grant Date and will have a multiplier provision up to 200% in the event of extraordinary performance, subject to continued employment or service through each applicable vesting date. 58,507 performance restricted stock units with vesting tied to the Company’s year over year revenue growth (“Revenue PRSUs”) will be divided into four equal tranches and for each tranche, revenue growth will be measured by comparing organic revenue for that year to the revenue achieved in the prior year. The first measuring period will be the fiscal year 2025 compared to fiscal year 2024. The size of the revenue growth percentage determines the extent to which any tranche will be eligible to vest and can range from 0% to 250% of target, with payment at or above 100% possible with achievement of revenue growth at or above 10%. Additionally, for each measurement period, the revenue growth must exceed the Gartner Non-Memory Semiconductor Revenue Growth market benchmark to be eligible to vest. Vesting of any tranche will occur on the 13-month anniversary following the annual measurement period for that tranche. Vesting of the Revenue PRSUs will be subject to continued employment or service through each applicable vesting date.

The inducement grants are subject to the terms and conditions of the applicable restricted stock unit agreements and the Inducement Plan. The inducement grants were approved by Lattice Semiconductor’s Compensation Committee of the Board of Directors, as required by Nasdaq Rule 5635(c)(4), and were granted as a material inducement to employment in accordance with Nasdaq Rule 5635(c)(4).

About Lattice Semiconductor Corporation:

Lattice Semiconductor (NASDAQ: LSCC) is the low power programmable leader. We solve customer problems across the network, from the Edge to the Cloud, in the growing communications, computing, industrial, automotive and consumer markets. Our technology, long-standing relationships, and commitment to world-class support let our customers quickly and easily unleash their innovation to create a smart, secure, and connected world.

For more information about Lattice, please visit www.latticesemi.com. You can also follow us via LinkedIn, X, Facebook, YouTube, WeChat, or Weibo.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve estimates, assumptions, risks and uncertainties. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are neither historical facts nor assurances of future performance and may be forward-looking. Such forward-looking statements include, but are not limited to, statements regarding the vesting of the inducement grants. Other forward-looking statements may be indicated by words such as “will,” “could,” “should,” “would,” “may,” “expect,” “plan,” “project,” “anticipate,” “intend,” “forecast,” “future,” “believe,” “estimate,” “predict,” “propose,” “potential,” “continue” or the negative of these terms or other comparable terminology.

Actual results may differ materially from our expectations and are subject to risks and uncertainties that relate more broadly to our overall business, including those described in our filings with the Securities and Exchange Commission, including Lattice’s most recent Annual Report on Form 10-K, especially those under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations”, all of which are expressly incorporated herein by reference.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250212165796/en/

MEDIA:

Sophia Hong

Lattice Semiconductor Corporation

503-268-8786

Sophia.Hong@latticesemi.com



INVESTORS:

Rick Muscha

Lattice Semiconductor Corporation

408-826-6000

Rick.Muscha@latticesemi.com

Source: Lattice Semiconductor Corporation

FAQ

How many restricted stock units did Lattice Semiconductor (LSCC) grant on February 10, 2025?

Lattice Semiconductor granted a total of 323,255 restricted stock units and performance restricted stock units to two new executives.

What are the performance metrics for LSCC's new executive stock grants?

The performance metrics include total shareholder return (TSR) relative to Russell 3000 Index companies and year-over-year revenue growth that must exceed Gartner's Non-Memory Semiconductor benchmark.

What is the maximum potential payout for LSCC's revenue-based performance units?

The revenue-based performance units can pay out up to 250% of target when revenue growth exceeds 10% and beats the industry benchmark.

How will Lorenzo Flores's RSUs vest at Lattice Semiconductor?

17,729 RSUs will vest 100% after one year, and 88,646 RSUs will vest 25% after one year and 6.25% quarterly thereafter.

What is the vesting schedule for LSCC's TSR performance units?

The TSR performance units vest over 3 years, with one-third tested each year and potential multiplier up to 200% for extraordinary performance.