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CORPORATE RESPONSIBILITY AND ESG |
Corporate Responsibility & ESG
Silicon Labs is a leading provider of silicon, software, and solutions for a smarter, more connected world. Our integrated hardware and software platform empowers developers to create wirelessly connected devices that are transforming industries, growing economies, and improving lives. Guided by our shared values, we strive to “do the right thing” for our employees, customers, shareholders, and communities. We integrate environmental, social, and governance (ESG) principles throughout our business, driven by our stakeholders, who help us identify and prioritize ESG-related issues. We routinely engage with our shareholders to better understand their ESG views, carefully considering the feedback we receive and acting when appropriate. While we devote resources to a wide range of ESG-related issues, our goals are focused in five strategic areas based on a materiality assessment by stakeholders: employee wellbeing, product and services innovation, eco-efficient operations, climate change mitigation, and responsible supply chain.
We report additional details on our ESG commitments and progress in our annual Corporate Sustainability Report, available at: https://www.silabs.com/corporate-responsibility.
Ensuring Ethical & Responsible Governance
Our Board of Directors oversees ESG Governance and has delegated specific responsibility for this oversight to the Nominating and Governance Committee. Our CEO, CFO and ESG Steering Committee provide management level oversight of ESG matters across the Company.
The CFO is the executive sponsor of the ESG Steering Committee, which includes members of executive and senior management who provide environmental, social and governance leadership within the Committee. The Committee is cross functional and composed of members from departments including environmental and facilities, human resources, legal, global marketing, investor relations and quality. The Committee sets overall ESG strategy, goals and objectives and is responsible for managing and reporting on ESG-related activities. The CFO and members of the ESG Steering Committee report quarterly to the CEO and the Nominating and Governance Committee of the Board of Directors.
Enabling a More Sustainable World
Silicon Labs creates hardware and software solutions for IoT developers who design products to improve our world and our lives with a diverse selection of System-on-Chips (SoCs), expertise on all IoT standards and protocols, and exceptionally high standards of quality and security. We enable sustainable IoT solutions across home, medical, industrial, and commercial segments, with applications including air pollution and waste management monitoring, water integrity, residential irrigation monitoring, street lighting networks, advanced metering infrastructure, and residential and commercial building energy management.
We are committed to clean tech product design with a focus on reducing die size and improving production yields, optimizing sustainable manufacturing processes, and providing the highest level of product security.
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Our Series 2 products have been designed to meet the growing needs for low-power IoT devices, allowing devices to stay in the field for up to ten years on a single coin-cell battery. Our next-generation Series 3 platform aims to deliver even greater power efficiency. |
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With our Series 2 portfolio of products, we have been able to reduce the die size by more than 50%, while also reducing energy consumption. |
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We provide small, energy-efficient integrated circuits that can extend battery life by up to 25%, enabling fewer disposable batteries and reducing landfill waste. |
Matters to be Considered at Annual Meeting
Silicon Laboratories Inc. Proxy Statement
Annual Meeting of Stockholders to be held on April 18, 2024
General
The enclosed Proxy is solicited on behalf of the Board of Directors of Silicon Laboratories Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders to be held on April 18, 2024 at 9:00 a.m. Central Time and which will be conducted virtually via a live webcast at www.proxydocs.com/SLAB, or at any adjournment thereof. On or about March 6, 2024 we mailed to our stockholders a notice containing instructions on how to vote and how to access our 2024 Proxy Statement and 2023 Annual Report.
Voting
The specific proposals to be considered and acted upon at the Annual Meeting are summarized in the accompanying notice and are described in more detail in this Proxy Statement. On February 23, 2024, the record date for determination of stockholders entitled to notice of and to vote at the Annual Meeting, 31,921,227 shares of our common stock were outstanding and no shares of our preferred stock were outstanding. Each stockholder is entitled to one vote for each share of common stock held by such stockholder on February 23, 2024. The presence, or representation by proxy, of the holders of a majority of our shares entitled to vote is necessary to constitute a quorum at the Annual Meeting or at any adjournment thereof. Stockholders may not cumulate votes in the election of directors. The affirmative vote of a majority of the votes cast (including votes cast by proxy) at the Annual Meeting with respect to each director’s election is necessary for the election of such director. The affirmative vote of a majority of our shares present or represented by proxy at the Annual Meeting and entitled to vote will be required to approve Proposals Two and Three. All votes will be tabulated by the inspector of elections appointed for the meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes (i.e., a Proxy submitted by a broker or nominee specifically indicating the lack of discretionary authority to vote on the matter). Abstentions and broker non-votes will be counted as present for purposes of determining a quorum for the transaction of business. Abstentions will have no effect on the election of directors but will be counted as shares “entitled to vote” and therefore will have the same effect as a vote against Proposals Two and Three. Broker non-votes will not be counted for purposes of determining whether each proposal has been approved.
Proxies
If the enclosed form of Proxy is properly signed and returned or you properly follow the instructions for telephone or Internet voting, the shares represented thereby will be voted at the Annual Meeting in accordance with the instructions specified thereon. If the Proxy does not otherwise specify how the shares represented thereby are to be voted, the Proxy will be voted (i) FOR the election of the directors proposed by the Board of Directors, (ii) FOR the approval of the selection of Ernst & Young LLP as our independent registered public accounting firm and (iii) FOR the approval of an advisory resolution to approve executive compensation. You may revoke or change your Proxy at any time before the Annual Meeting by filing either a notice of revocation or another signed Proxy with a later date with our Corporate Secretary at our principal executive offices at 400 West Cesar Chavez, Austin, Texas 78701. You may also revoke your Proxy by attending the Annual Meeting and voting during the meeting.
Solicitation
We will bear the entire cost of solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement, the Proxy and any additional solicitation materials furnished to the stockholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding in their names shares that are
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PROPOSAL ONE: ELECTION OF DIRECTORS |
In identifying potential director candidates, the Nominating and Corporate Governance Committee considers recommendations made by current directors and officers. In addition, the Nominating and Corporate Governance Committee may engage a third-party search firm to identify and recommend potential candidates. The Nominating and Corporate Governance Committee includes, and has any search firm that it engages include, women and minority candidates in the pool from which the committee selects new director candidates. Finally, the Nominating and Corporate Governance Committee will consider candidates recommended by stockholders.
Any stockholder wishing to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee must provide written notice not later than November 6, 2024 to the Corporate Secretary at our principal executive offices located at 400 West Cesar Chavez, Austin, Texas 78701. Any such notice should clearly indicate that it is a recommendation of a director candidate by a stockholder and must set forth (i) the name, age, business address and residence address of the recommended candidate, (ii) the principal occupation or employment of such recommended candidate, (iii) the class and number of shares of the corporation which are beneficially owned by such recommended candidate, (iv) a description of all understandings or arrangements between the stockholder and the recommended candidate and any other person or persons pursuant to which the recommendations are to be made by the stockholder and (v) any other information relating to such recommended candidate that is required to be disclosed in solicitations of proxies for the election of directors.
In addition, such notice must contain (i) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting, (ii) the name and address, as they appear on the corporation’s books, of the stockholder proposing such nomination, (iii) the class and number of shares of the corporation that are beneficially owned by such stockholder, (iv) any material interest of the stockholder in such recommendation and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, in such stockholder’s capacity as proponent of a stockholder proposal. Assuming that a stockholder recommendation contains the information required above, the Nominating and Corporate Governance Committee will evaluate a candidate recommended by a stockholder by following substantially the same process, and applying substantially the same criteria, as for candidates identified through other sources.
Attendance at Annual Meetings
The Board of Directors encourages all directors to attend our annual meetings of stockholders if practicable. All of the directors in office at the time of the virtual annual meeting of stockholders held on April 20, 2023 attended such meeting.
Stockholder Communications with the Board of Directors
The Board of Directors maintains a process for stockholders to communicate with the Board of Directors or with individual directors. Stockholders who wish to communicate with the Board of Directors or with individual directors should direct written correspondence to our Corporate Secretary at our principal executive offices located at 400 West Cesar Chavez, Austin, Texas 78701. Any such communication must contain (i) a representation that the stockholder is a holder of record of stock of the corporation, (ii) the name and address, as they appear on the corporation’s books, of the stockholder sending such communication and (iii) the class and number of shares of the corporation that are beneficially owned by such stockholder. The Corporate Secretary will forward such communications to the Board of Directors or the specified individual director to whom the communication is directed unless such communication is deemed unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or to take appropriate legal action regarding such communication.
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PROPOSAL ONE: ELECTION OF DIRECTORS |
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all officers, directors, employees and consultants. Our Code of Business Conduct and Ethics is located on our website under the “Investor Relations” page. Our website address is http://www.silabs.com.
Risk Management
Our Board of Directors oversees our management, which is responsible for the day-to-day issues of risk management. Such oversight is facilitated in large part by the Audit Committee, which receives reports from management, the internal audit team, the Chief Information Officer, the Chief Security Officer and the Company’s independent registered public accounting firm. In addition, members of management (including the Chief Executive Officer, Chief Financial Officer and Chief Legal Officer) may also report directly to the Board of Directors on significant risk management issues.
Director Compensation and Indemnification Arrangements
Our 2009 Stock Incentive Plan, as approved by our stockholders, limits to $750,000 in each calendar year, the maximum grant date fair value of awards payable in our common stock and cash compensation for all services as an independent director that may be provided to each of our independent directors. Under the 2009 Stock Incentive Plan, on the date of the 2023 annual meeting of stockholders, the Board of Directors granted each non-employee director a Restricted Stock Unit (“RSU”) award covering a number of shares of the Company’s common stock equal to $200,000 (or $255,000 for the Chairperson of the Board) divided by the average closing price of the Company’s common stock during the 30 trading days ending on the second trading day preceding the grant date; provided that any former employee of the Company must have served as a non-employee director for at least six months in order to receive such award. Accordingly, as Chairman of the Board, Mr. Sooch received a grant of 1,494 RSUs and Messrs. Bock, Conrad, Lowe, Sadana and Mses. Luther, Richardson and Wyatt each received a grant of 1,172 RSUs on the date of the 2023 annual meeting of stockholders. The RSU awards require no purchase price payment and will vest on approximately the first anniversary of the date of grant.
During 2023, our non-employee director compensation program consisted of the following cash compensation: (i) $55,000 per person per year, (ii) an additional $25,000 per year for the Chairman of the Audit Committee, (iii) an additional $9,000 per year for each Audit Committee member (excluding the Chairman), (iv) an additional $25,000 per year for the Chairman of the Compensation Committee, (v) an additional $9,000 per year for each Compensation Committee member (excluding the Chairman), (vi) an additional $10,000 per year for the Chairman of the Nominating and Corporate Governance Committee, (vii) an additional $5,000 per year for each Nominating and Corporate Governance Committee member (excluding the Chairman), (viii) an additional $20,000 per year for the Lead Director (ix) an additional $10,000 per year for the Chairman of the Corporate Development and Finance Committee, (x) an additional $5,000 per year for each Finance Committee member (excluding the Chairman) and (xi) an additional $20,000 per year for the Chairman of the Board. Payments under the cash compensation plan are generally paid in equal quarterly installments on the last day of each fiscal quarter. Notwithstanding this compensation program, for the period commencing August 1, 2023 and ending December 30, 2023, we reduced the cash retainer of each non-employee director of the Company from an annualized rate of $55,000 to an annualized rate of $33,000, in line with reductions we made to executive base pay as a response to market conditions and business performance. The other director compensation amounts were unchanged.
Cash compensation was pro-rated if the individual served less than the full year in a position.
Our certificate of incorporation limits the personal liability of our directors for breaches by them of their fiduciary duties. Our bylaws require us to indemnify our directors to the fullest extent permitted by Delaware law. We have also entered into indemnification agreements with all of our directors and have purchased Director and Officers liability insurance.
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PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION |
Proposal Three: Advisory Vote on Executive Compensation
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, enables our stockholders to vote annually to approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers as disclosed in this Proxy Statement in accordance with the rules of the Securities and Exchange Commission.
This vote is advisory, and, therefore, not binding on the Company, the Compensation Committee, or our Board of Directors. However, our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the compensation of the Named Executive Officers as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract, motivate, and retain the Named Executive Officers, who are critical to our success. Under this program, the Named Executive Officers are rewarded for the achievement of strategic and operational objectives and the realization of increased stockholder value. Please read the Compensation Discussion and Analysis and the accompanying compensation tables beginning on page 23 of this Proxy Statement for additional information about our executive compensation program, including information about the compensation of the Named Executive Officers in fiscal 2023.
The Compensation Committee regularly reviews our executive compensation program to ensure that it achieves the desired goal of aligning our executive compensation structure with the interests of our stockholders and current market practices.
We are asking our stockholders to indicate their support for the compensation of the Named Executive Officers as described in this Proxy Statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on the compensation of the Named Executive Officers. Please note that this vote is not intended to address any specific item of compensation, but rather the overall compensation of the Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement.
We will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to the Company’s Named Executive Officers as disclosed in this Proxy Statement is hereby approved.”
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RECOMMENDATION OF THE BOARD OF DIRECTORS OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR APPROVAL OF THE ABOVE RESOLUTION. |
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and Related Transactions
Our bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. We have entered into indemnification agreements with all of our directors and executive officers and have purchased Director and Officers liability insurance. In addition, our certificate of incorporation limits the personal liability of the members of our Board of Directors for breaches by the directors of their fiduciary duties.
Policies and Procedures with Respect to Related Party Transactions
Our Audit Committee Charter requires that the members of our Audit Committee, all of whom are independent directors, review and approve all related party transactions as described in Item 404 of Regulation S-K promulgated by the SEC. We have also adopted a written policy regarding the approval of all related party transactions. Under such policy, each of our directors and executive officers must notify the Corporate Secretary (who, in turn, will provide such information to the Audit Committee) of any proposed related party transactions. To assist with the identification of potential related party transactions, we solicit information through questionnaires in connection with the appointment of new directors and executive officers and on an annual basis with respect to existing directors and executive officers. The Chairman of the Audit Committee is delegated the authority to approve or ratify any related party transactions in which the aggregate amount involved is expected to be less than $1 million per year. All other proposed related party transactions are subject to approval or ratification by the Audit Committee except for certain categories of transactions that are deemed to be pre-approved by the Audit Committee. In determining whether to approve or ratify a related party transaction, the Audit Committee and the Chairman, if applicable, will take into account, among other factors deemed appropriate, whether the related party transaction is on terms no more favorable to the counterparty than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.
Our Code of Business Conduct and Ethics requires our executive officers and directors to disclose any conflicts of interest, including any material transaction or relationship involving a potential conflict of interest. No executive officer may work, including as a consultant or a board member, simultaneously for us and any competitor, customer, supplier or business partner without the prior written approval of our Chief Financial Officer or legal department. Furthermore, executive officers are encouraged to avoid any direct or indirect business connections with our competitors, customers, suppliers or business partners.
Pursuant to our Corporate Governance Policy, we expect each of our directors to ensure that other existing and future commitments do not conflict with or materially interfere with their service as a director. Directors are expected to avoid any action, position or interest that conflicts with our interests, or gives the appearance of a conflict. In addition, directors should inform the Chairman of our Nominating and Corporate Governance Committee prior to joining the board of another public company to ensure that any potential conflicts, excessive time demands or other issues are carefully considered.
Director Independence
See the subsection entitled “Committees and Meetings” in the section of this Proxy Statement entitled “Proposal One: Election of Directors.”
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COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) provides information regarding the 2023 compensation program for our principal executive officer, principal financial officer and two other most highly compensated executive officers. We had no other executive officers during 2023. For 2023, these individuals were:
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R. Matthew Johnson, our President and Chief Executive Officer (“CEO”) |
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John Hollister, our Former Senior Vice President and Chief Financial Officer (“CFO”) |
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Brandon Tolany, our Senior Vice President of Worldwide Sales, Marketing & Applications |
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Sandeep Kumar, our Senior Vice President of Worldwide Operations |
We refer to these executive officers collectively in this Proxy Statement as the “Named Executive Officers” or “NEOs.” As previously reported, on February 2, 2024, Mr. Hollister resigned from his position as CFO of the Company.
In this CD&A, we describe the material elements of our compensation program for the NEOs during 2023 as administered by the Compensation Committee. This analysis also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices, for our NEOs. Finally, we explain how and why the Compensation Committee arrived at the specific compensation decisions for our Named Executive Officers in 2023 and discuss the key factors that the Compensation Committee considered in determining their compensation.
2023 Business Results
In 2023, total revenue decreased 24% from 2022 to $782 million as weak global macroeconomic conditions and an industry-wide inventory correction impacted our results and the overall market. Our industry-leading Series 2 portfolio of products and singular focus on the IoT continued to drive design wins in rapidly growing markets in 2023, including in connected health, retail digitalization and smart metering.
Worldwide distribution revenue was 78% of 2023 revenue. Revenue from our top ten customers was 22%, and no single customer was greater than 5% of our revenue.
Our GAAP gross margins were nearly 59% in 2023, down from 63% in 2022, reflecting variations in product and customer mix. GAAP operating loss for the year was $24 million, compared to operating income of $119 million in the prior year. The decrease in operating income was due to lower revenue and gross margin, offset partially by a 7% year-on-year reduction in operating expenses. Net interest income increased from 2022, primarily due to increased interest income earned as a result of higher market interest rates. Headcount at the end of the year was 1,846, and down approximately 6% over 2022, due to workforce reductions.
In 2023, cash flow used in operating activities was $30 million, primarily driven by a strategic investment in increasing our internal inventory levels. We ended the year with approximately $439 million in cash, cash equivalents, and short-term investments.
We also finalized the redemption process on our 2025 convertible notes in 2023, funding $535 million in cash and issuing approximately 0.9 million shares.
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COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Philosophy
Our executive compensation program supports our long-term strategic and operational goals. It is intended to attract, motivate, and retain talented individuals to serve as our executive officers. The Compensation Committee designs the various components of our executive compensation program to be market competitive and support growth and profitability objectives while remaining aligned with our culture.
We hold our executives to high performance standards and our compensation arrangements for our CEO and other Named Executive Officers are designed to deliver competitive base pay and attractive incentive opportunities if performance is outstanding while delivering significantly lower actual compensation when performance is below our rigorous standards. To this end, a significant portion of target compensation for our executives is designed to be at risk.
Salaries are compared not only to our peer group listed below, but also to data from the Radford Technology survey. Our target for base salaries, considering data from each source, is market median. Our annual cash incentive plan, discussed below, is based solely on achieving corporate targets. This plan targets above-market awards when the Company is performing well and places cash incentives at risk when performance targets are not achieved. See also “Annual Cash Incentive Bonus” below.
Our equity program includes time-vesting restricted stock units (RSUs) and performance stock units (PSUs) that are intended to incentivize achievement of high-performance standards. In 2021, we transitioned away from performance-based market stock units (MSUs) to a performance-based PSU program, more appropriate during the period of our company’s transformation and transition to a new business model. Our PSUs require significant levels of multi-year performance, measured by our achievement against our stated financial model and growth targets. These program design changes were made in consultation with our compensation consultant.
This approach provides a strong alignment between pay-for-performance, operational results and retention of key executive talent. The design appropriately establishes a clear focus on achieving our financial objectives. As such, our compensation program provides modest compensation when longer-term performance is below expectations. We believe that this approach optimally aligns the interests of management and our stockholders and results in the greatest emphasis on long-term stockholder value creation. For more information on the design of our equity programs and for awards granted in 2023, see “Long-Term Incentive Equity Awards” below.
Prior Say On Pay Vote and Shareholder Engagement
Our prior advisory Say-on-Pay proposal regarding the compensation of our Named Executive Officers received the support of approximately 94% of the votes cast at the 2023 Annual Meeting. The Compensation Committee and the Board reviewed the result of the Say-on-Pay vote, and appreciate the feedback and support of our shareholders for the adjustments we made to continue to strengthen our pay for performance practices.
Those adjustments included approving a resolution not to provide cash severance to executive officers upon a voluntary resignation (other than as may be contractually committed, such as upon a resignation for “good reason”), and increasing our CEO stock ownership guidelines from five times to six times base salary.
We believe that shareholder engagement is important, and our Compensation Committee will continue to take into account shareholder feedback, future Say-on-Pay votes and relevant market developments in order to determine whether any subsequent changes to our executive compensation program are warranted. We expect to continue our outreach efforts with respect to executive compensation in future years in order to ensure that we understand our shareholder views and concerns on each of these subjects for the consideration of our Compensation Committee and the full Board.
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COMPENSATION DISCUSSION AND ANALYSIS |
Compensation-Setting Process
Role of Compensation Committee. The Compensation Committee is responsible for administering our executive compensation program, as well as determining and approving the compensation for our Named Executive Officers. The Compensation Committee regularly reports to our Board of Directors on its deliberations and actions.
The Compensation Committee uses a balanced approach to set the compensation of our executive officers, with each primary direct component of compensation (base salary, annual cash incentive bonus, and long-term incentive compensation) designed to play a specific role. The Compensation Committee determines the compensation of each executive officer with respect to each compensation component based, in part, on its own analysis of competitive market data and the recommendations of our CEO, both as described below. Additionally, the Compensation Committee periodically reviews whether our compensation policies and practices create any risks reasonably likely to have a material adverse impact on the Company and the steps that have or should be taken to monitor and mitigate such risks. The Compensation Committee’s 2023 review determined that the Company’s pay policies and practices do not create risks reasonably likely to have a material adverse effect on the Company.
The Compensation Committee exercises its own judgment in making its compensation decisions and may accept or reject our CEO’s recommendations. In addition, the Compensation Committee receives input from its compensation consultant and meets in executive session (without our CEO present) prior to making its final determinations regarding compensation.
Differences in compensation among our executive officers are the result of the Compensation Committee’s exercise of its judgment, following its review of our CEO’s recommendations, its analysis of competitive market data and its consideration of overall Company performance, competitive pressures, business conditions and the potential financial impact of compensation decisions, including share ownership dilution. Pay decisions are based on competitive market data from the compensation consultant and a variety of other factors, including level of performance, the vesting and value of outstanding equity awards, each individual’s tenure, prior experience, distinctive value to the Company, variances in job responsibilities relative to similarly titled officers at other competitive companies and the Compensation Committee’s determination of the appropriate mix of compensation elements (including base salary, cash incentives and equity incentives).
In determining the compensation of our CEO, the Compensation Committee consults with the other independent members of our Board of Directors, assesses our CEO’s individual performance and considers competitive market data and the other factors described above.
For our Named Executive Officers, the Committee targets market median for base salaries and targets greater than market total direct compensation (i.e. including incentive compensation) when our stringent performance targets are achieved. The factors described above provide the framework for compensation decision-making for each Named Executive Officer. No single factor is determinative in setting pay levels, nor is the impact of any factor on the determination of pay levels quantifiable.
Role of Management. In carrying out its responsibilities, the Compensation Committee works with members of our management, including our CEO. Typically, our management assists the Compensation Committee by providing information on Company performance and its perspective on compensation matters. Our CEO generally attends Compensation Committee meetings (except with respect to discussions involving his own compensation or other executive sessions of the committee).
Our CEO makes pay recommendations to the Compensation Committee regarding our executive officers’ compensation (except for his own compensation) using the factors mentioned above and his own review of each NEO’s performance.
Our CEO conducts this assessment with the assistance of our Chief People Officer. Our CEO then makes formal recommendations to the Compensation Committee, using data from compensation firms Mercer and Radford,
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COMPENSATION DISCUSSION AND ANALYSIS |
regarding adjustments to base salary, annual cash incentive bonus opportunities and equity awards for his team. Our CEO also recommends performance measures and related target levels for annual cash incentive bonuses and equity awards for senior management.
The Compensation Committee solicits and reviews our CEO’s recommendations and proposals on compensation-related matters. They consider these recommendations, among other factors, as they make compensation decisions for our executive officers.
Role of Compensation Consultant. The Compensation Committee is authorized to retain the services of compensation consultants and other advisors from time to time, as it sees fit, in connection with the administration of our executive compensation programs.
The Compensation Committee retained Mercer US LLC, (“Mercer”), a compensation consulting firm providing executive compensation advisory services, to provide competitive market data and analysis regarding material elements of compensation, including base salary, cash incentives and equity incentives. Mercer served at the discretion of the Compensation Committee and received $211,294 for these services during 2023. Mercer did not provide any other services to the Company in 2023.
With the approval of the Compensation Committee, Mercer provided our CEO and our Chief People Officer with market data regarding compensation for our executive officers so that our CEO’s compensation recommendations to the Compensation Committee are consistent with our compensation philosophy.
Competitive Positioning. The Compensation Committee believes it is in the best interests of our stockholders to ensure that our executive compensation is competitive with that of other companies of similar size and complexity. In late 2022, the Compensation Committee directed Mercer to use data gathered from the 2022 Radford High-Technology Executive Compensation Survey and publicly-available information from the following companies to identify and analyze the competitive market for 2023 executive compensation. Criteria for peer group selection included industry, revenue size, market capitalization, and business characteristics. The Compensation Committee adjusts the existing peer group each year to the extent needed to remove peers that merge or are acquired by another company. The Compensation Committee selected the following companies as a compensation peer group used for 2023 compensation in consultation with Mercer:
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Advanced Energy Industries, Inc. |
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Monolithic Power Systems, Inc. |
Alpha and Omega Semiconductor Limited |
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National Instruments Corporation |
Cirrus Logic, Inc. |
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NETGEAR, Inc. |
Diodes Incorporated |
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Power Integrations, Inc. |
Knowles Corporation |
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Semtech Corporation |
Lattice Semiconductor Corporation |
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Synaptics Incorporated |
MACOM Technology Solutions Holdings, Inc. |
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Universal Display Corporation |
MaxLinear, Inc. |
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Wolfspeed, Inc. |
CMC Materials and Vivint Smart Home were removed from the peer group in 2023 due to their acquisitions.
Compensation Elements
The primary components of our executive compensation program are base salary, annual cash incentive bonus and equity awards. The Compensation Committee uses its discretion and does not use a prescribed formula for allocating compensation between annual and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation.
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COMPENSATION DISCUSSION AND ANALYSIS |
Compensation Arrangements Upon Termination of Employment or a Change in Control
The equity awards granted to our Named Executive Officers under the Company’s 2009 Stock Incentive Plan, as amended and restated on April 22, 2021, and the CEO Severance Agreement and the Executive Severance Agreements approved by the Board in May 2021 provide for the following potential payments and benefits upon a Change in Control Termination (as defined in the agreements): (a) 100% of annual base salary (200% in the case of the CEO), (b) 100% of target variable compensation for a full fiscal year (200% in the case of the CEO), (c) any actual earned bonus, commission or other short term cash incentive compensation for the fiscal year preceding the Change in Control Termination to the extent such amount has not already been paid, (d) a pro-rated portion of target variable compensation for the full fiscal year in which the Change in Control Termination occurs, (e) stock options, restricted stock, and RSUs shall become fully vested, (f) MSU and PSU units shall be vested at the greater of actual performance or 100% of the target value, and (g) a lump sum equal to the pre-tax cost of 12 months of continued COBRA coverage (24 months in the case of the CEO). In addition, the Executive Severance Agreements provide certain specified severance benefits to the Named Executive Officers upon a Non-CIC Termination (as defined in the agreements). The benefits are provided at a level that the Compensation Committee believes to be comparable to those of companies of similar size in our industry sector. Detailed information concerning the CEO Severance Agreement and the Executive Severance Agreements and the treatment of equity awards under the Company’s 2009 Stock Incentive Plan in the event of a change in control, including the events that trigger benefits and the severance benefits provided upon the occurrence of such events, is discussed below under the heading “Potential Payments Upon Termination or Change in Control.” We have provided for this treatment based on our belief that such treatment ensures that the executive officers remain focused on their responsibilities in the event of a potential transaction that will result in a significant benefit to our stockholders.
Welfare, Retirement, and Other Benefits
Welfare Benefits. The Company maintains an array of benefit programs to meet the health care and welfare needs of our employees including medical healthcare and prescription drug coverage, dental and vision programs, medical and dependent care flexible spending accounts, short-term disability insurance, long-term disability insurance, accidental death and dismemberment insurance, and group life insurance, as well as customary vacation, paid holiday, leave of absence and other similar policies. Our executive officers, including the Named Executive Officers, participate in these benefit programs on the same general terms as all of our salaried employees.
Retirement Benefits. The Company has established a tax-qualified Section 401(k) retirement savings plan for our employees. Our executive officers, including the Named Executive Officers, are eligible to participate in this plan on the same general terms available to all of our full-time employees. Currently, plan participants are provided with matching contributions that are subject to time-based vesting conditions. It is intended that this plan qualify under Section 401(a) of the Internal Revenue Code so that contributions by participants to the plan, and income earned on plan contributions, are not taxable to participants until withdrawn from the plan. Our executive officers, including the Named Executive Officers, do not receive any retirement benefits beyond those generally available to our full-time employees.
Perquisites and Other Personal Benefits. In addition to the general welfare and retirement benefits described above, the Compensation Committee has determined that we provide our executive officers, including the Named Executive Officers, with an annual physical examination beyond the benefit provided under our standard health care plans.
The Compensation Committee does not view perquisites or other personal benefits as a significant component of our executive compensation program and, except as described in the preceding paragraph, did not provide any perquisites or other personal benefits to our executive officers during 2023.
32
|
COMPENSATION DISCUSSION AND ANALYSIS |
Potential Payments Upon Termination or Change in Control
Consistent with practices within our industry, we also provide certain post-employment termination benefits. We have implemented these programs in order to ensure we are able to continue to attract and retain top talent as well as ensure that during the uncertainty associated with a potential change in control or succession plan, the executives remain focused on their responsibilities and ensure a maximum return for our stockholders.
Executive Agreements. We have entered into a CEO Severance Agreement with Mr. Johnson and Executive Severance Agreements with Messrs. Hollister, Tolany, and Kumar. The agreements provide for the following potential payments and benefits upon a Change in Control Termination (as defined in the agreements): (a) 100% of annual base salary (200% in the case of the CEO), (b) 100% of target variable compensation for a full fiscal year (200% in the case of the CEO), (c) any actual earned bonus, commission or other short term cash incentive compensation for the fiscal year preceding the Change in Control Termination to the extent such amount has not already been paid (d) a pro-rated portion of target variable compensation for the full fiscal year in which the Change in Control Termination occurs, (e) stock options, restricted stock, and restricted stock units shall become fully vested, (f) market stock units and performance stock units shall be vested at the greater of actual performance or 100% of the target value and (g) a lump sum equal to the pre-tax cost of 12 months of continued COBRA coverage (24 months in the case of the CEO). Change in Control Termination occurs if the executive officer is demoted, relocated, or terminated other than for misconduct within the period beginning upon the earlier of our execution of a definitive agreement that results in a change in control or 90 days prior to a change in control and ending 18 months following the change in control transaction. The agreements provide for any change in control payments subject to Section 280G of the Code to be equal to the greater of: (i) the aggregate parachute payments reduced to the maximum amount that would not subject the executive to relevant excise taxes; or (ii) the aggregate parachute payments, with the executive paying the relevant excise taxes and such other applicable federal, state and local income and employment taxes. Under this “best after tax” provision, the NEO is solely responsible for payment of excise taxes and other applicable federal, state, and local income and employment taxes.
The agreements also provide for the following potential payments and benefits upon a Non-CIC Termination (as defined in the agreements): (a) 100% of annual base salary, (b) 100% of target variable compensation for a full fiscal year, (c) any actual earned bonus, commission or other short term cash incentive compensation for the fiscal year preceding the Non-CIC Termination to the extent such amount has not already been paid, (d) a pro-rated portion of actual earned bonus for the full fiscal year in which the Non-CIC Termination occurs, (e) restricted stock units that would have vested within 12 months following such termination shall become fully vested, and (f) a lump sum equal to the pre-tax cost of 12 months of continued COBRA coverage.
Equity Compensation. At our 2009 annual stockholders’ meeting, our stockholders approved the 2009 Stock Incentive Plan (the “2009 Plan”) and the 2009 Plan became effective immediately. On April 15, 2014, our stockholders approved amendments of the 2009 Plan. The amendments updated the 2009 Plan to comply with changes in local laws, authorized additional shares of common stock for future issuance, improved the Company’s corporate governance and implemented other best practices. The 2009 Plan governs the equity awards granted to our Named Executive Officers and other participants.
The Plan includes the following general change in control provisions, which may result in the accelerated vesting of outstanding stock options and stock awards:
|
• |
|
Automatic Acceleration of Awards if not Assumed: In the event that we experience a change in control, the vesting of outstanding equity awards will automatically fully accelerate and any transfer restrictions or repurchase rights will lapse, unless the awards are assumed or replaced by the successor company or otherwise continued in effect. |
|
• |
|
Discretionary Acceleration of Awards: Our Compensation Committee, as plan administrator of the Plans, has the authority to accelerate the vesting of all outstanding equity awards at any time, including in the event of a change in control of the Company, by means of a “hostile take-over” or otherwise, whether or not those awards are assumed or replaced or otherwise continued in effect. |
39
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 30, 2023 |
Dec. 31, 2022 |
Jan. 01, 2022 |
Jan. 02, 2021 |
Pay vs Performance Disclosure |
|
|
|
|
Pay vs Performance Disclosure, Table |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The amounts reported in this table are not additional amounts received by our chief executive officer and non-PEO NEOs in excess of the amounts reported in the Summary Compensation Table (“SCT”). The “compensation actually paid” set forth in the table below does not reflect amounts actually realized by our NEOs, and the Compensation Committee did not consider the pay versus performance disclosure below when making compensation decisions for any of the years presented. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.” Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. Total shareholder return (“TSR”) has been calculated in a manner consistent with Item 402(v) of Regulation S-K.
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|
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|
|
|
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|
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|
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|
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(b) SCT Total for CEO (1) |
|
(c) Compensation Actually Paid to CEO (2) |
|
(d) Average SCT Total for non-CEO NEOs (3) |
|
(e) Average Compensation Actually Paid to non-CEO NEOs (4) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 6,894,721 |
|
$(3,944,626) |
|
$2,284,928 |
|
$ (376,763) |
|
$113.52 |
|
$237.57 |
|
$ (34,516,000) |
|
$ 782,258,000 |
|
|
|
|
|
|
|
|
|
|
|
$ 6,756,233 |
|
$ 647,273 |
|
$2,411,000 |
|
$ (874,461) |
|
$116.43 |
|
$142.26 |
|
$ 91,402,000 |
|
$1,024,106,000 |
|
|
|
|
|
|
|
|
|
|
|
$17,016,409 |
|
$21,049,328 |
|
$4,380,950 |
|
$11,180,775 |
|
$177.15 |
|
$218.45 |
|
$2,117,399,000 |
|
$ 926,572,000 |
|
|
|
|
|
|
|
|
|
|
|
$ 6,204,724 |
|
$ 3,366,644 |
|
$2,273,365 |
|
$ 1,487,824 |
|
$109.29 |
|
$152.93 |
|
$ 12,531,000 |
|
$ 886,677,000 |
(1) |
G. Tyson Tuttle was CEO during FY2020 and FY2021, and R. Matthew Johnson became CEO in FY2022, effective January 2, 2022. The dollar amounts reported in column (b) are the amounts of total compensation reported for the CEO for each corresponding year in the “Total” column of the Summary Compensation Table. |
(2) |
The Compensation Actually Paid Schedule shown below sets forth the adjustments made to arrive at the “compensation actually paid” to our Chief Executive Officer. |
(3) |
During FY2020, our non-CEO NEOs were John Hollister, Brandon Tolany, D. Mark Thompson, and R. Matthew Johnson. During FY2021, our non-CEO NEOs were R. Matthew Johnson, John Hollister, Brandon Tolany, and Sandeep Kumar. During FY2022 and FY2023, our non-CEO NEOs were John Hollister, Brandon Tolany, and Sandeep Kumar. The dollar amounts reported in column (d) represent the average of the compensation reported for the NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. |
(4) |
The Compensation Actually Paid Schedule shown below sets forth the adjustments made to arrive at the average “compensation actually paid” to our non-CEO NEOs for 2023. |
(5) |
Represents the Company’s common stock cumulative TSR on a fixed investment of $100 over the FY starting from the market close on the last trading day of FY2019 through the end of each appliable year in the table, assuming reinvestment of any dividends. |
(6) |
Represents the cumulative TSR of the PHLX Semiconductor Index, the Company’s peer group for this purpose, on a fixed investment of $100 over the FY starting from the market close on the last trading day of FY2019 through the end of each applicable year in the table. |
(7) |
GAAP Net Income as reported under the Company’s Consolidated Statements of Income on Form 10-K of the applicable year. |
(8) |
Refers to the GAAP Revenue as reported under the Company’s Consolidated Statements of Income on Form 10-K of the applicable year. The amount shown for FY2021 included $205,712,000 to adjust for the revenue earned in the divested infrastructure and automotive business of the Company through July 3, 2021 of that year, as more fully discussed under Note 3, , in our Form 10-K for the most recently completed fiscal year. The amount shown for FY2020 is the Company’s GAAP revenue as originally reported in Form 10-K for the year prior to the business divestiture. |
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
Compensation Actually Paid Schedule: |
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|
|
|
|
|
|
|
|
|
|
|
Summary Compensation table total for applicable year. |
|
|
|
|
|
|
6,894,721 |
|
|
|
2,284,928 |
|
|
|
|
|
Deduction for amounts reported under the “Stock Awards ” and “Option Awards” columns in the Summary Compensation table for applicable year. |
|
|
|
|
|
|
(6,321,406 |
) |
|
|
(1,896,577 |
) |
|
|
|
|
Increase based on ASC Topic 718 fair value of Awards granted during applicable year that remain unvested as of applicable year end, determined as of applicable year end . |
|
|
|
|
|
|
6,982,641 |
|
|
|
2,094,963 |
|
|
|
|
|
Increase/deduction for Awards granted in prior years that were outstanding and unvested as of applicable year end, determined based on change in ASC Topic 718 fair value from the prior year end to the applicable year end. |
|
|
|
|
|
|
(11,197,405 |
) |
|
|
(2,613,088 |
) |
|
|
|
|
Increase/deduction for Awards granted in prior years that vested during the applicable year, determined based on change in ASC Topic 718 fair value from the prior year end to the vesting date . |
|
|
|
|
|
|
248,457 |
|
|
|
198,143 |
|
|
|
|
|
Deduction of Awards granted in prior year that were forfeited in the applicable year, determined based on ASC Topic 718 fair value as of prior year end. |
|
|
|
|
|
|
(551,634 |
) |
|
|
(445,133 |
) |
|
|
|
|
Compensation Actually Paid - |
|
|
|
|
|
|
(3,944,626 |
) |
|
|
(376,763 |
) |
|
|
|
|
|
|
|
|
Company Selected Measure Name |
Adjusted Revenue
|
|
|
|
Named Executive Officers, Footnote |
During FY2020, our non-CEO NEOs were John Hollister, Brandon Tolany, D. Mark Thompson, and R. Matthew Johnson. During FY2021, our non-CEO NEOs were R. Matthew Johnson, John Hollister, Brandon Tolany, and Sandeep Kumar. During FY2022 and FY2023, our non-CEO NEOs were John Hollister, Brandon Tolany, and Sandeep Kumar.
|
|
|
|
Peer Group Issuers, Footnote |
Represents the cumulative TSR of the PHLX Semiconductor Index, the Company’s peer group for this purpose, on a fixed investment of $100 over the FY starting from the market close on the last trading day of FY2019 through the end of each applicable year in the table.
|
|
|
|
PEO Total Compensation Amount |
$ 6,894,721
|
$ 6,756,233
|
$ 17,016,409
|
$ 6,204,724
|
PEO Actually Paid Compensation Amount |
$ (3,944,626)
|
647,273
|
21,049,328
|
3,366,644
|
Adjustment To PEO Compensation, Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation Actually Paid Schedule: |
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation table total for applicable year. |
|
|
|
|
|
|
6,894,721 |
|
|
|
2,284,928 |
|
|
|
|
|
Deduction for amounts reported under the “Stock Awards ” and “Option Awards” columns in the Summary Compensation table for applicable year. |
|
|
|
|
|
|
(6,321,406 |
) |
|
|
(1,896,577 |
) |
|
|
|
|
Increase based on ASC Topic 718 fair value of Awards granted during applicable year that remain unvested as of applicable year end, determined as of applicable year end . |
|
|
|
|
|
|
6,982,641 |
|
|
|
2,094,963 |
|
|
|
|
|
Increase/deduction for Awards granted in prior years that were outstanding and unvested as of applicable year end, determined based on change in ASC Topic 718 fair value from the prior year end to the applicable year end. |
|
|
|
|
|
|
(11,197,405 |
) |
|
|
(2,613,088 |
) |
|
|
|
|
Increase/deduction for Awards granted in prior years that vested during the applicable year, determined based on change in ASC Topic 718 fair value from the prior year end to the vesting date . |
|
|
|
|
|
|
248,457 |
|
|
|
198,143 |
|
|
|
|
|
Deduction of Awards granted in prior year that were forfeited in the applicable year, determined based on ASC Topic 718 fair value as of prior year end. |
|
|
|
|
|
|
(551,634 |
) |
|
|
(445,133 |
) |
|
|
|
|
Compensation Actually Paid - |
|
|
|
|
|
|
(3,944,626 |
) |
|
|
(376,763 |
) |
|
|
|
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 2,284,928
|
2,411,000
|
4,380,950
|
2,273,365
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ (376,763)
|
(874,461)
|
11,180,775
|
1,487,824
|
Adjustment to Non-PEO NEO Compensation Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation Actually Paid Schedule: |
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation table total for applicable year. |
|
|
|
|
|
|
6,894,721 |
|
|
|
2,284,928 |
|
|
|
|
|
Deduction for amounts reported under the “Stock Awards ” and “Option Awards” columns in the Summary Compensation table for applicable year. |
|
|
|
|
|
|
(6,321,406 |
) |
|
|
(1,896,577 |
) |
|
|
|
|
Increase based on ASC Topic 718 fair value of Awards granted during applicable year that remain unvested as of applicable year end, determined as of applicable year end . |
|
|
|
|
|
|
6,982,641 |
|
|
|
2,094,963 |
|
|
|
|
|
Increase/deduction for Awards granted in prior years that were outstanding and unvested as of applicable year end, determined based on change in ASC Topic 718 fair value from the prior year end to the applicable year end. |
|
|
|
|
|
|
(11,197,405 |
) |
|
|
(2,613,088 |
) |
|
|
|
|
Increase/deduction for Awards granted in prior years that vested during the applicable year, determined based on change in ASC Topic 718 fair value from the prior year end to the vesting date . |
|
|
|
|
|
|
248,457 |
|
|
|
198,143 |
|
|
|
|
|
Deduction of Awards granted in prior year that were forfeited in the applicable year, determined based on ASC Topic 718 fair value as of prior year end. |
|
|
|
|
|
|
(551,634 |
) |
|
|
(445,133 |
) |
|
|
|
|
Compensation Actually Paid - |
|
|
|
|
|
|
(3,944,626 |
) |
|
|
(376,763 |
) |
|
|
|
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
The chart below provides a comparison between the compensation actually paid to our CEO and our average compensation actually paid to our other NEOs against the Company total shareholder return and the PHLX Semiconductor Index total shareholder return. As demonstrated below, the trend in NEO compensation has largely been aligned to the trend in TSR.
|
|
|
|
Compensation Actually Paid vs. Net Income |
The chart below illustrates the correlation between compensation actually paid to our CEO and average compensation actually paid to our other NEOs against the Company’s GAAP net income for FY2020, FY2021, FY2022, and FY2023. Our 2021 net income was heavily influenced by our divestiture event.
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
The chart below illustrates the correlation between compensation actually paid to our CEO and average compensation actually paid to our other NEOs against the Company’s GAAP annual revenue for FY2020, FY2021, FY2022, and FY2023. FY2021 actual compensation values were heavily influenced by our stock price increase and our PSU overperformance, post our divestiture event. FY2022 actual compensation values were heavily influenced by our prior MSU underperformance and related CAP deductions. FY2023 actual compensation values were heavily influenced by our PSU underperformance and related CAP deductions.
|
|
|
|
Total Shareholder Return Vs Peer Group |
The chart below provides a comparison between the compensation actually paid to our CEO and our average compensation actually paid to our other NEOs against the Company total shareholder return and the PHLX Semiconductor Index total shareholder return. As demonstrated below, the trend in NEO compensation has largely been aligned to the trend in TSR.
|
|
|
|
Tabular List, Table |
List of Most Important Financial Performance Measures The following table outlines what we believe to be our NEOs’ key performance measures, in no particular order. These key performance measures are further described in .
|
|
|
|
Adjusted Revenue |
|
Adjusted non-GAAP operating income margin |
Revenue CAGR |
|
DEI Goal Achievement |
|
|
|
|
Total Shareholder Return Amount |
$ 113.52
|
116.43
|
177.15
|
109.29
|
Peer Group Total Shareholder Return Amount |
237.57
|
142.26
|
218.45
|
152.93
|
Net Income (Loss) |
$ (34,516,000)
|
$ 91,402,000
|
$ 2,117,399,000
|
$ 12,531,000
|
Company Selected Measure Amount |
782,258,000
|
1,024,106,000
|
926,572,000
|
886,677,000
|
PEO Name |
R. Matthew Johnson
|
R. Matthew Johnson
|
G. Tyson Tuttle
|
G. Tyson Tuttle
|
Revenue Earned |
$ 205,712,000
|
|
|
|
Measure:: 1 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Adjusted Revenue
|
|
|
|
Measure:: 2 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Adjusted non-GAAP operating income margin
|
|
|
|
Measure:: 3 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Revenue CAGR
|
|
|
|
Measure:: 4 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
DEI Goal Achievement
|
|
|
|
PEO | The Stock Awards And Option Awards Columns [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ (6,321,406)
|
|
|
|
PEO | Fair Value Of Awards Granted During Applicable Year That Remain Unvested As Of Applicable Year End, Determined As Of Applicable Year End [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
6,982,641
|
|
|
|
PEO | IncreaseDeduction For Awards Granted In Prior Years That Were Outstanding And Unvested As Of Applicable Year End [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(11,197,405)
|
|
|
|
PEO | IncreaseDeduction For Awards Granted In Prior Years That Vested During The Applicable Year, Determined Based On Change In Asc [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
248,457
|
|
|
|
PEO | Deduction Of Awards Granted In Prior Year That Were Forfeited In The Applicable Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(551,634)
|
|
|
|
Non-PEO NEO | The Stock Awards And Option Awards Columns [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(1,896,577)
|
|
|
|
Non-PEO NEO | Fair Value Of Awards Granted During Applicable Year That Remain Unvested As Of Applicable Year End, Determined As Of Applicable Year End [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
2,094,963
|
|
|
|
Non-PEO NEO | IncreaseDeduction For Awards Granted In Prior Years That Were Outstanding And Unvested As Of Applicable Year End [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(2,613,088)
|
|
|
|
Non-PEO NEO | IncreaseDeduction For Awards Granted In Prior Years That Vested During The Applicable Year, Determined Based On Change In Asc [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
198,143
|
|
|
|
Non-PEO NEO | Deduction Of Awards Granted In Prior Year That Were Forfeited In The Applicable Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ (445,133)
|
|
|
|