LATTICE SEMICONDUCTOR CORP (LSCC): director John McCool elected to the board

Events in this filing

Item 5.02 as filed

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .
On October 21, 2026, the Board of Directors (the “Board”) of Lattice Semiconductor Corporation (the “Company”) increased the authorized number of directors on the Board from 8 to 10 and appointed John McCool, age 67, and Raejeanne Skillern, age 56, to the Board, effective October 21, 2026. The Board has not yet determined the committees of the Board to which Mr. McCool and Ms. Skillern will be appointed. The Board has determined that each of Mr. McCool and Ms. Skillern is independent under the applicable listing standards of The Nasdaq Stock Market LLC.
In connection with their service as directors, Mr. McCool and Ms. Skillern will each be entitled to the Company’s customary compensatory arrangements for non-employee directors, including an annual cash retainer of $80,000 for Board service. In addition, each of Mr. McCool and Ms. Skillern will be granted a restricted stock unit (“RSU”) award with a fair market value of $220,000 on the date of grant, prorated to reflect the number of months of service on the Board from the date of appointment to the date of the Company’s next annual meeting of stockholders, pursuant to the terms of the Company’s 2011 Non-Employee Director Equity Incentive Plan (each, an “Award”). The RSUs subject to each Award will vest on May 4, 2027, subject to the director’s continued service to the Company through such date. Each of Mr. McCool and Ms. Skillern will also enter into the Company’s standard form of indemnification agreement.
Ms. Skillern previously served as a member of the Board from September 2022 to May 2024.
There are no arrangements or understandings between either Mr. McCool or Ms. Skillern and any other person pursuant to which either was selected as a director. In addition, there are no transactions in which either Mr. McCool or Ms. Skillern has an interest that would require disclosure under Item 404(a) of Regulation S-K. Neither Mr. McCool nor Ms. Skillern has any family relationship with any of the Company’s directors or executive officers.