LATTICE SEMICONDUCTOR CORP (LSCC)
Sector: Information Technology
2026 Annual Meeting Analysis
LATTICE SEMICONDUCTOR CORP · Meeting: May 1, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Director since December 2022 (within 24-month exemption window relative to a May 2026 meeting), so TSR trigger does not apply; no overboarding, attendance, independence, or qualification concerns identified.
Director since November 2023 (within 24-month exemption window), so TSR trigger does not apply; no overboarding, attendance, independence, or qualification concerns identified.
Director since November 2023 (within 24-month exemption window); as a sitting CEO he holds one outside board seat (below the two-seat threshold), no other policy triggers fire.
Director since June 2013 with long tenure; using the company-disclosed peer group as primary benchmark, LSCC's 3-year return of -4.4% outperforms the peer median of -27.4% by +23.0pp, well above the 20pp trigger threshold for negative absolute TSR, so the TSR trigger does not fire; no overboarding, attendance, or independence concerns noted.
Director since March 2018; LSCC's 3-year TSR outperforms its disclosed peer group median by +23.0pp, clearing the 20pp threshold, so no TSR trigger; one outside board seat (Entegris), no overboarding concern; all meetings attended above the 75% threshold.
Director since December 2014 and Board Chair; LSCC's 3-year TSR outperforms peer median by +23.0pp so TSR trigger does not fire; holds two outside board seats (Ambarella, Kulicke and Soffa), which is below the four-seat non-executive overboarding threshold; no other policy concerns.
Director since March 2023 (within 24-month exemption window relative to a May 2026 meeting); holds one outside public board seat; no overboarding, attendance, or qualification concerns identified.
CEO and director since September 2024 (well within 24-month new-director exemption), so TSR trigger does not apply; no overboarding or other policy concerns identified.
All eight director nominees receive a FOR vote. The company's 3-year total return of -4.4% actually outperforms its disclosed compensation peer group median of -27.4% by +23.0 percentage points, comfortably clearing the 20pp threshold required to trigger a negative TSR vote — meaning the board is not accountable for peer underperformance. Three directors (Bettinger, Dallara, Forsyth, Schwarting, and Tamer) joined within the past 24 months and are exempt from the TSR trigger regardless. No director has attendance issues, committee independence problems, overboarding concerns, or familial relationship flags.
Say on Pay
✗ AGAINSTCEO
Ford Tamer
Total Comp
$1,725,091
Prior Support
56%%
The prior year's advisory vote on executive pay received only 56% support — well below the 70% threshold in our policy — which ordinarily requires visible structural changes to compensation to avoid a repeat AGAINST vote. While the company conducted extensive shareholder outreach and improved disclosure quality, it explicitly stated that 'the core structure of the program remains appropriate' and made no meaningful structural changes to pay design. The compensation committee also relies heavily on revenue growth as the primary performance metric across multiple programs (Revenue Growth performance stock awards, the 'Go for Gold' program, and the annual Corporate Incentive Plan revenue component), with limited weighting on earnings-per-share, return on capital, or multi-year profitability metrics — a design choice that shareholders already flagged concerns about in 2025. Better disclosure of an unchanged structure does not constitute the kind of substantive response to a 56% vote that our policy requires before returning to a FOR vote.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,071,649
Non-Audit Fees
$29,684
Non-audit fees (tax fees of $29,684) represent only about 1.4% of audit fees ($2,071,649), far below the 50% threshold that would raise independence concerns; EY's tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; no material restatements are noted; EY is a Big 4 firm appropriate for a $12 billion market-cap company.
Overall Assessment
The 2026 Lattice Semiconductor annual meeting presents three standard proposals: director elections, auditor ratification, and the advisory say-on-pay vote. All eight director nominees receive a FOR vote because LSCC's stock has actually outperformed its disclosed peer group over three years, and no other policy flags fire for any nominee; EY is ratified without concern given minimal non-audit fees and Big 4 status; however, the say-on-pay vote receives an AGAINST recommendation because last year's 56% shareholder support was well below the 70% policy threshold and the company responded with disclosure improvements rather than meaningful structural changes to its compensation program.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing