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Xilinx, Inc. | ||||
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Very truly yours, |
/s/ |
President and Chief Executive Officer |
1. |
2. | Approval of an amendment to |
3. | Approval of an amendment to our 2007 Equity Incentive Plan that increases the number of shares reserved for issuance under the Plan by 3,000,000 shares; |
4. | An advisory vote on executive compensation as described in the attached proxy statement; |
FOR THE BOARD OF DIRECTORS |
/s/ |
Secretary |
XILINX, INC. TABLE OF CONTENTS FOR THE | ||
Page | ||
XILINX, INC. TABLE OF CONTENTS FOR THE | ||
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A: | The Board of Directors of Xilinx |
A: | The Annual Meeting will take place on August |
A: | The Annual Meeting, including any adjournment or postponement of the meeting, will be held at our corporate headquarters located at 2050 Logic Drive, San Jose, California 95124. |
A: | Each stockholder must present valid picture identification such as a driver’s license or passport and proof of stock ownership as of the record date for entrance to the Annual Meeting. |
A: | You will be asked to vote on: |
1. |
2. | a proposal to amend our 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance under the Plan by 3,000,000 shares; |
3. | a proposal to amend our 2007 Equity Incentive Plan (2007 Equity Plan) to increase the number of shares reserved for issuance under the Plan by 3,000,000 shares; |
4. | an advisory vote on the compensation for our named executive officers; |
any other business that may properly come before the Annual Meeting. |
A: | The Board recommends that you vote your shares: |
1. | FOR each of the Board’s 11 nominees for director, who are Dennis Segers, Raman Chitkara, Saar Gillai, Ronald S. Jankov, Mary Louise Krakauer, Thomas H. Lee, J. Michael Patterson, Victor Peng, Albert A. Pimentel, Marshall C. Turner and Elizabeth W. Vanderslice; |
2. | FOR the amendment to our 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved for issuance under the Plan by 3,000,000 shares; |
3. | FOR the amendment to our 2007 Equity Plan to increase the number of shares reserved for issuance under the Plan by 3,000,000 shares; |
4. | FOR the advisory vote on the compensation for our named executive officers; and |
5. | FOR the ratification of the appointment of Ernst & Young to serve as our external auditors for the fiscal year ending March 30, 2019. |
A: | The required quorum to transact business at the Annual Meeting is a majority of the shares of our common stock outstanding on the record date. Shares of common stock entitled to vote and represented at the Annual Meeting by proxy or in person, as well as shares represented by abstentions and broker non-votes (see the answer to “What is a ‘broker non-vote’ and what is its effect?” below), will be counted towards the quorum. If there is a quorum, the stockholders present at the Annual Meeting may continue to do business, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If there is no quorum, a majority of the votes present at the meeting may adjourn the |
A: | The record date for determiningshares outstanding and eligible to vote at the Annual Meeting was June 7, 2018. |
A: | As of the close of business on |
Q: | Why did I receive a one-page notice in the mail regarding internet availability of proxy materials instead of a full set of proxy materials? |
A: | Instead of mailing a printed copy of our proxy materials to stockholders, |
Q: | How many copies of the proxy materials will be delivered to stockholders sharing the same address? |
A: | Stockholders who have the same address and last name |
Q: | How do I vote? |
A: | The way in which you may vote by proxy depends on how you hold your shares. |
Q: | How many votes do I have? |
A: | You have one vote for every share of Xilinx common stock you owned as of the close of business on the record date, which is June 7, 2018. |
Q: | Who will count my votes? |
A: | The inspector of elections appointed for the Annual Meeting will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes. |
Q: | How will my shares be voted and what happens if I do not give specific voting instructions? |
A: | Shares of common stock for which proxy cards are properly voted via the |
A: | A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner, despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions. Broker non-votes |
Q: | Which ballot measures are considered “non-routine” or “routine”? |
A: | Brokers that do not receive voting instructions from their clients have the discretion to vote uninstructed shares on “routine” matters but have no discretion to vote them on “non-routine matters.” Therefore, if you hold your shares through a broker or nominee, it is critical that you cast your vote if you want it to count for non-routine matters. |
Q: | How are abstentions treated? |
A: | Abstentions are treated as represented and entitled to vote for purposes of determining a quorum, |
Q: | How many votes are needed to approve each proposal? |
A: | The following table sets forth the voting requirement with respect to each of the proposals: |
PROPOSAL | VOTE REQUIRED | BROKER DISCRETIONARY VOTE ALLOWED | |||
Proposal | Election of | Majority of votes cast, except that in contested elections, directors will be elected by the plurality standard whereby those directors with the highest number of votes cast are elected | No | ||
Proposal | Approval of amendment to the 1990 Employee Qualified Stock Purchase Plan | Majority of shares represented and voting at the meeting, so long as the shares voting affirmatively constitute a majority of a quorum | No | ||
Proposal Three: | Approval of amendment of the 2007 Equity Plan | Majority of shares represented and voting at the meeting, so long as the shares voting affirmatively constitute a majority of a quorum | No | ||
Proposal Four: | Annual advisory vote to approve the compensation of our named executive officers | Advisory vote; | No | ||
Proposal | The ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2019 | Majority of shares | Yes |
Q: | What is the advisory vote to approve the compensation of our named executive officers? |
A: | The non-binding advisory vote on the compensation of our named executive officers in Proposal |
Q: | How can I change my vote or revoke my proxy? |
A: | A stockholder of record giving a proxy may revoke it at any time before it is voted by delivering to the Secretary of the Company at 2100 Logic Drive, San Jose, California 95124, a written notice of revocation or a duly executed proxy bearing a later date, or by appearing at the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, by itself, be sufficient to revoke a proxy. Any beneficial stockholder wishing to revoke his or her voting instructions must contact the bank, brokerage firm or other custodian who holds his or her shares and obtain a legal proxy from such bank or brokerage firm to vote such shares in person at the Annual Meeting. |
Q: | How much did this proxy solicitation cost and who will pay for the cost? |
A: | We have retained the services of Alliance Advisors, LLC to assist in obtaining proxies from brokers and nominees of stockholders for the Annual Meeting. We will pay the cost of these solicitation services, which is estimated to be approximately |
Q: | May I nominate a director for inclusion in next year’s proxy materials? |
A: | Our Bylaws permit eligible stockholders to make use of proxy access to nominate director candidates, subject to all the requirements set forth in our Bylaws, a summary of which is as follows. In order to be eligible to nominate a director candidate, the stockholder must hold at least 3% of our outstanding shares of common stock continuously for three years at the time the nomination notice is received by us and the stockholder must continue to hold those shares through the date of the annual meeting. A group of up to 20 stockholders, each of whom meets the requirements of the Bylaws, may form a group to reach the 3% ownership threshold. Eligible stockholders who meet the proxy access requirements set forth in our Bylaws may nominate up to the greater of two candidates or 20% of the directors in office as of the last date on which a nomination notice may be received by us. Such nominations must meet the notice and other requirements set forth in our Bylaws. In order for a proxy access nomination to be timely, it must be received by the Secretary of the Company at our principal executive offices not less than 120 days nor more than 150 days prior to the anniversary of the date when we first distributed our proxy statement to stockholders for the immediately preceding annual meeting of stockholders. To be considered timely for next year’s annual meeting of stockholders, proxy access nominations would need to be received by the Secretary of the Company at our principal executive offices at 2100 Logic Drive, San Jose, California, no earlier than January 21, 2019 and no later than February 20, 2019. |
Q: | How and when may I submit proposals for consideration at next year’s Annual Meeting of Stockholders? |
A: | Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 |
Name of Director | Age | Director Since | ||
Philip T. Gianos | 65 | 1985 | ||
Moshe N. Gavrielov | 61 | 2008 | ||
John L. Doyle | 83 | 1994 | ||
William G. Howard, Jr. | 73 | 1996 | ||
J. Michael Patterson | 69 | 2005 | ||
Albert A. Pimentel | 60 | 2010 | ||
Marshall C. Turner | 73 | 2007 | ||
Elizabeth W. Vanderslice | 51 | 2000 |
Name: Dennis Segers | |
Age: 65 | Chairman of the Board |
Director Since: 2015 | |
Mr. Segers joined the Board in October 2015 and was named Chairman of the Board in November 2015. He works as a technology consultant and strategy advisor to companies in a variety of technology markets. Mr. Segers currently also serves on the board of Parade Technologies, Ltd., a publicly-traded fabless semiconductor company. Previously, he was CEO of Tabula, Inc., an innovative programmable logic solutions provider, delivering breakthrough capabilities for challenging systems applications. Prior to Tabula, he served as president, CEO and a director of Matrix Semiconductor, a pioneer of three-dimensional integrated circuits, a first in the history of semiconductor technology. At Matrix, Mr. Segers oversaw the transition of the company from the early technology feasibility phase to high volume production, culminating in the acquisition of the company by SanDisk in January 2006. From 1994 through 2001, Mr. Segers was an employee of Xilinx, serving in a variety of leadership roles including Senior Vice President and General Manager of the FPGA product groups. Mr. Segers also serves on the Board of AnDAPT, Inc., a privately-held developer of on-demand power management solutions. Mr. Segers has extensive experience serving in executive management and on boards of directors of companies in the semiconductor industry. As a result of his experience, Mr. Segers is able to provide important strategic perspectives on the semiconductor industry and issues facing semiconductor companies. | Skills & Qualifications: • Leadership Experience • Technology / Industry Experience • Finance / Financial Literacy • Strategic Growth • Entrepreneurial Experience • Board of Directors Experience • Corporate Governance • International Experience • Investor Experience |
Name: Raman Chitkara | |
Age: 59 | Board Nominee |
Director Since: N/A | |
Mr. Chitkara was nominated for election to the Board on June 13, 2018. Mr. Chitkara is a partner at PricewaterhouseCoopers LLP (“PwC”), a public accounting firm, where he serves as its Global Technology Industry Leader and previously served as the firm’s Global Semiconductor Industry Leader. Mr. Chitkara joined PwC in September 1984 and will be retiring from PwC at the end of June 2018. During his tenure at PwC, he has held a number of additional leadership positions, including membership of the Audit Quality Board and Leader of the Global Assurance TICE (Technology, Information, Communication, Entertainment and Media) Practice. Mr. Chitkara’s qualifications to serve on the Board include his extensive experience with public and financial accounting matters for complex global organizations. His financial experience will enable Mr. Chitkara to contribute meaningfully to the Board’s role in the oversight of our financial reporting, accounting and executive compensation practices. In addition, Mr. Chitkara’s extensive knowledge of the technology sector and semiconductor industry will bring valuable insight to the Company’s strategic plans and investments. | Skills & Qualifications: • Leadership Experience • Technology / Industry Experience • Finance / Financial Literacy • Strategic Growth • Risk Management • International Experience • Investor Experience • Human Capital Management / Compensation |
Name: Saar Gillai | |
Age: 52 | Committee Membership: |
Director Since: 2016 | • Nominating and Governance |
Mr. Gillai joined the Board in May 2016. He has over 25 years of experience in the technology sector and currently advises startups focused on the communications and enterprise space. Mr. Gillai serves as the Chief Executive Officer of Teridion Inc., a cloud routing optimization company, a position he has held since October 2017. From September 2015 until November 2016, he served as Senior Vice President and General Manager of Hewlett-Packard Enterprise’s Communications Solutions Business. From October 2012 until September 2015, Mr. Gillai served as Senior Vice President, General Manager and Chief Operating Officer of the Cloud business of Hewlett-Packard Company (HP). From May 2010 until October 2012, Mr. Gillai served as Vice President, Advanced Technology Group and Chief Technology Officer of HP Networking. Prior to HP, Mr. Gillai was Senior Vice President of Worldwide Products and Solutions for 3Com Corporation, which was acquired by HP in 2010. Mr. Gillai also has held senior management positions in engineering with Tropos Networks Inc., a provider of wireless mesh products and senior management positions in product development and operations with Enfora, Inc., a wireless machine-to-machine (M2M) company. In addition, Mr. Gillai served for seven years in a variety of leadership positions with Cisco Systems, Inc., including as Vice President of Engineering for Cisco’s Wireless Networking business unit. Mr. Gillai brings to the Board over 20 years of leadership and management experience in product development, engineering, operations and general management with a variety of technology companies. Through this experience, he has gained both technical expertise and strategic insights into a variety of key markets and applications which the Company serves, as well as in-depth understanding of the evolution and adoption of cloud technologies and processes in the enterprise and service provider market. | Skills & Qualifications: • Leadership Experience • Technology / Industry Experience • Finance / Financial Literacy • Marketing / Sales Experience • Strategic Growth • Entrepreneurial Experience • Board of Directors Experience • International Experience • Investor Experience |
Name: Ronald S. Jankov | |
Age: 59 | Committee Membership: |
Director Since: 2016 | • Compensation |
Mr. Jankov joined the Board in May 2016. Mr. Jankov is Chief Executive Officer of GlobalLink1 Capital, an investment firm he founded in 2014. From 2012 to 2014, Mr. Jankov served as Senior Vice President and General Manager of Processors and Wireless Infrastructure for Broadcom Corporation. From 2000 to 2012, Mr. Jankov was President and Chief Executive Officer and a director of NetLogic Microsystems, Inc., a fabless provider of semiconductors for networking applications. Under Mr. Jankov’s leadership, NetLogic grew from start-up, through an IPO to market leadership in network processing devices, culminating in the company’s acquisition by Broadcom for $3.7 billion. Mr. Jankov has also held executive management positions with NeoMagic Corporation, a fabless semiconductor company, Cyrix Corporation, a developer of microprocessors, and Accell Technology, a semiconductor company he founded that was later acquired by Cyrix. Mr. Jankov also served in senior management at LSI Logic and began his career at Texas Instruments Inc. Mr. Jankov serves on the board of Knowles Corporation as well as several private companies. Mr. Jankov brings to the Board over 35 years of leadership experience in the semiconductor industry and a track record of success growing a business through both organic and inorganic strategies. He has served in senior management roles and on the boards of directors of public and private semiconductor companies. Through his extensive knowledge of the industry, Mr. Jankov brings unique insights that are valuable when evaluating the Company’s product technology, markets and strategic plans and investments. | Skills & Qualifications: • Leadership Experience • Technology / Industry Experience • Finance / Financial Literacy • Marketing / Sales Experience • Strategic Growth • Entrepreneurial Experience • Board of Directors Experience • Risk Management • Corporate Governance • International Experience • Investor Experience • Human Capital Management / Compensation |
Name: Mary Louise Krakauer | |
Age: 61 | Committee Membership: |
Director Since: 2017 | • Compensation |
Ms. Krakauer joined the Company’s Board in October 2017. From September 2016 to December 2016, she served as Executive Vice President, Chief Information Officer of Dell Corporation, where she was responsible for global IT, including all operations and integration activity. From January 2016 to September 2016, she served as the Executive Vice President, Chief Information Officer of EMC Corporation. Prior to that she served as Executive Vice President, Business Development, Global Enterprise Services for EMC Corporation from June 2015 to December 2015 and as Executive Vice President, Global Human Resources for EMC Corporation from April 2012 to June 2015, where she was responsible for executive, leadership and employee development, compensation and benefits, staffing and all of the people-related aspects of acquisition integration. Ms. Krakauer has also held leadership roles at Hewlett-Packard Enterprise, Compaq Computer Corporation and Digital Equipment Corporation. Ms. Krakauer serves on the boards of Mercury Systems, Inc., a commercial provider of secure sensor and safety critical mission processing subsystems, and DXC Technology Company, a leading independent, end-to-end IT services company. Ms. Krakauer brings to the Board senior leadership, management and operational expertise from her extensive experience gained from serving as an executive at multi-national technology companies. Her knowledge helps the Board shape the Company’s operations and strategic growth plans. Ms. Krakauer also plays a meaningful role in the oversight of the Company’s executive compensation practices. | Skills & Qualifications: • Leadership Experience • Technology / Industry Experience • Finance / Financial Literacy • Marketing / Sales Experience • Strategic Growth • Board of Directors Experience • Risk Management • International Experience • Human Capital Management / Compensation |
Name: Thomas H. Lee | |
Age: 58 | Committee Membership: |
Director Since: 2016 | • Nominating and Governance |
Dr. Lee joined the Board in May 2016. Dr. Lee is a Professor of Electrical Engineering at Stanford University. He joined the Stanford faculty in 1994 and founded the Stanford Microwave Integrated Circuits Laboratory. From April 2011 through October 2012, he served as the Director of the Microsystems Technology Office at the Defense Advanced Research Projects Agency (DARPA). He has also co-founded three startups: Matrix Semiconductor, Inc. (acquired by SanDisk), ZeroG Wireless (acquired by Microchip Technology) and Ayla Networks. Dr. Lee received his S.B., S.M. and doctorate of Electrical Engineering from the Massachusetts Institute of Technology. He has written and co-authored numerous books and papers and is widely recognized for his expertise in high performance analog circuit designs and wireless communications technology. He is a Fellow of the Institute of Electrical and Electronics Engineers and has been the recipient of many honors and awards including the United States Secretary of Defense Medal for Exceptional Civilian Service for his service at DARPA. He was also awarded the 2011 Ho-Am Prize in Engineering. He has been granted 65 patents. Dr. Lee brings to the Board a unique blend of technical expertise pertaining to many of the technology trends shaping the growth of the markets the Company serves, along with entrepreneurial experience and senior leadership capabilities in creating innovative programs in a variety of defense and military communication markets. His extensive knowledge helps the Board shape the Company’s strategic research and development plans and provides valuable insights into the driving technology trends within the Company’s industry and target markets. | Skills & Qualifications: • Leadership Experience• Technology / Industry Experience• Entrepreneurial Experience• Board of Directors Experience• Corporate Governance• International Experience• Investor Experience• Government Experience• Academia |
Name: J. Michael Patterson | |
Age: 72 | Committee Memberships: |
Director Since: 2005 | • Compensation (Chair) • Audit |
Mr. Patterson joined the Board in October 2005. Mr. Patterson was employed by PwC, from 1970 until retirement in 2001. The positions he held during his 31-year career at PwC include chair of the national high-tech practice, chair of the semiconductor tax practice, department chair of PwC’s Silicon Valley tax practice and managing partner of PwC’s Silicon Valley office. Mr. Patterson also serves on the board of a private company and a charitable organization. Mr. Patterson’s qualifications as a Board member include his extensive experience with public and financial accounting matters for complex global organizations. Mr. Patterson’s extensive financial background, including specifically advising companies in the semiconductor industry, has enabled him to play a meaningful role in the oversight of our financial reporting and accounting practices and executive compensation practices. | Skills & Qualifications: • Leadership Experience • Technology / Industry Experience • Finance / Financial Literacy • Marketing / Sales Experience • Board of Directors Experience • Risk Management • Investor Experience • Human Capital Management / Compensation |
Name: Victor Peng | |
Age: 58 | President and Chief Executive Officer |
Director Since: 2017 | |
Mr. Peng joined the Company in April 2008 and currently serves as Chief Executive Officer, a position he has held since January 2018. He joined the Board in October 2017. From April 2017 to January 2018, Mr. Peng served as the Company’s Chief Operating Officer. From July 2014 to April 2017, he served as Executive Vice President and General Manager of Products. From May 2013 through July 2014, Mr. Peng served as Senior Vice President and General Manager of the Programmable Platforms Group. From May 2012 through April 2013, he served as Senior Vice President of the Programmable Platforms Group. From November 2008 through April 2012, he served as Senior Vice President of the Programmable Platforms Development Group. Prior to joining the Company, Mr. Peng served as Corporate Vice President, Graphics Products Group at Advanced Micro Devices (AMD), a provider of processing solutions, from November 2005 to April 2008. Prior to joining AMD, Mr. Peng served in a variety of executive engineering positions at companies in the semiconductor and processor industries. As CEO, Mr. Peng offers his strategic vision for the Company and provides an important link between management and the Board, enabling the Board to perform its oversight function with the benefit of management’s perspective. Mr. Peng brings extensive experience in management and engineering with semiconductor companies and a deep understanding of the Company’s technology, business, customers and key business drivers, as well as the competitive landscape. As a result, Mr. Peng brings a broad range of skills to the Board, particularly in the area of developing and growing semiconductor and software businesses. | Skills & Qualifications: • Leadership Experience • Technology / Industry Experience • Marketing / Sales Experience • Strategic Growth • Risk Management • International Experience • Investor Experience • Human Capital Management / Compensation |
Name: Albert A. Pimentel | |
Age: 63 | Committee Membership: |
Director Since: 2010 | • Audit (Chair) |
Mr. Pimentel joined the Board in August 2010. He is chairman of the board of Afero, Inc., a developer and marketer of a software platform that enables non-computing products to be connected to the internet or other private networks. Previously, Mr. Pimentel held various executive positions with Seagate Technology PLC, a manufacturer of hard drives and storage solutions, including Executive Vice President from January 2016 to October 2016, President, Global Markets & Customers from October 2013 to January 2016 and Executive Vice President, Chief Sales and Marketing Officer from April 2011 until October 2013. Mr. Pimentel also served on Seagate’s board of directors from March 2009 until April 2011. From May 2008 to August 2010, Mr. Pimentel served as the Chief Operating Officer and Chief Financial Officer for McAfee, Inc., a consumer and enterprise digital security products company. Mr. Pimentel is also on the board of directors of Imperva, Inc., a security software company. Mr. Pimentel’s strong financial background, particularly through his work as the CFO at several publicly-traded companies, provides financial expertise to the Board, including an understanding of financial statements, corporate finance and accounting. Having served as an executive of a publicly-traded company, Mr. Pimentel also brings deep leadership and operational experience to the Board. | Skills & Qualifications: • Leadership Experience • Technology / Industry Experience • Finance / Financial Literacy • Marketing / Sales Experience • Strategic Growth • Entrepreneurial Experience • Board of Directors Experience • Risk Management • Corporate Governance • International Experience • Investor Experience |
Name: Marshall C. Turner | |
Age: 76 | Committee Membership: |
Director Since: 2007 | • Audit |
Mr. Turner joined the Board in March 2007. He is chairman of the board of directors of the AB Funds, a $60 billion family of 106 mutual funds. Mr. Turner served as CEO of Dupont Photomasks, Inc., a manufacturer of photomasks for semiconductor chip fabrication between 2003 and 2006, as Chairman from 2003 until the company’s acquisition in 2005 – as well as interim Chairman and CEO in 1999-2000. In addition, from 2007 to 2014, Mr. Turner served as a member of the board of directors of SunEdison, Inc., a manufacturer of silicon wafers for semiconductor and solar power applications and developer of solar power plants. He also serves on the board of the Smithsonian’s National Museum of Natural History and the George Lucas Education Foundation. Mr. Turner has been involved in the semiconductor and software industries, among others, for 40 years, in a variety of roles including as the CEO of two companies in the semiconductor industry, interim or CEO of three other companies, chairman of two software companies, general partner of an early-stage institutional venture capital firm and an early career as an industrial designer and biomedical engineer. From these experiences, Mr. Turner has developed a broad range of skills that contribute to the Board’s oversight of the operational, financial and risk management aspects of our business. Mr. Turner has also served on 24 corporate boards of directors and has chaired five of them, giving him meaningful perspective with respect to the various business and governance issues faced by the Board. | Skills & Qualifications: • Leadership Experience • Technology / Industry Experience • Finance / Financial Literacy• Strategic Growth• Entrepreneurial Experience• Board of Directors Experience• Risk Management• Corporate Governance• International Experience• Investor Experience• Human Capital Management / Compensation• Government Experience |
Name: Elizabeth W. Vanderslice | |
Age: 54 | Committee Memberships: |
Director Since: 2000 | • Nominating and Governance (Chair) • Compensation |
Ms. Vanderslice joined the Board in December 2000. From 1999 to 2001, Ms. Vanderslice served as a general manager of Lycos, Inc. through its acquisition and subsequent reorganization. From 1996 to 1999, Ms. Vanderslice was CEO of Wired Digital, Inc., the online-media division of Wired Ventures, Inc. and a member of the boards of both Wired Digital, Inc. and Wired Ventures, Inc. before leading the company’s acquisition by Lycos, Inc. Prior to joining Wired Digital in early 1995, Ms. Vanderslice served as a principal in the investment banking firm Sterling Payot Company, where she helped raise the capital to launch Wired Magazine, and as Vice President at H.W. Jesse & Co., a San Francisco investment banking firm. She also worked for the IBM Corporation before earning her MBA from the Harvard Business School. Ms. Vanderslice is an Aspen Institute Henry Crown Fellow and was a member and officer of the Young Presidents’ Organization and the World Presidents’ Organization. She also serves on the Board of Trustees of Boston College and on the board of directors of Woods College of Advancing Studies at Boston College. Ms. Vanderslice brings a broad range of skills to the Board from her experience as the CEO and board member of an innovative internet access and original content provider and an investment banker. In addition to her academic and professional background in computer science and systems engineering, Ms. Vanderslice contributes to the Board’s understanding of the Company’s sales and marketing efforts and engineering management, and her experience in mergers and acquisitions is valuable to the Board in evaluating strategic transactions. | Skills & Qualifications: • Leadership Experience• Technology / Industry Experience• Finance / Financial Literacy• Marketing / Sales Experience• Strategic Growth• Entrepreneurial Experience• Board of Directors Experience• Corporate Governance• Investor Experience• Human Capital Management / Compensation |
Skills and Experience | Dennis Segers | Raman Chitkara | Saar Gillai | Ronald S. Jankov | Mary Louise Krakauer | Thomas H. Lee | J. Michael Patterson | Victor Peng | Albert A. Pimentel | Marshall C. Turner | Elizabeth W. Vanderslice |
Leadership Experience(1) | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ |
Technology / Industry Experience(2) | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ |
Finance /Financial Literacy(3) | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||
Marketing / Sales Experience(4) | √ | √ | √ | √ | √ | √ | √ | ||||
Strategic Growth(5) | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||
Entrepreneurial Experience(6) | √ | √ | √ | √ | √ | √ | √ | ||||
Board of Directors Experience(7) | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||
Risk Management(8) | √ | √ | √ | √ | √ | √ | √ | ||||
Corporate Governance(9) | √ | √ | √ | √ | √ | √ | |||||
International Experience(10) | √ | √ | √ | √ | √ | √ | √ | √ | √ | ||
Investor Experience(11) | √ | √ | √ | √ | √ | √ | √ | √ | √ | √ | |
Human Capital Management / Compensation(12) | √ | √ | √ | √ | √ | √ | √ | ||||
Government Experience (13) | √ | √ | |||||||||
Academia(14) | √ | ||||||||||
Diversity and Board Tenure | |||||||||||
Diversity of Gender, Race, Ethnicity, National Origin (15) | √ | √ | √ | √ | √ | √ | √ | ||||
Board Tenure (no. of years as of June 20, 2018) | 2 | — | 2 | 2 | — | 2 | 12 | — | 7 | 11 | 17 |
(1) Leadership Experience: Has held senior leadership position(s) including C-level positions over an extended period and possesses leadership qualities, the ability to identify such qualities in others, or otherwise demonstrated practical understanding of organizations, processes, strategy and risk management. | |||||||||||
(2) Technology/Industry Experience: Experience in technology, computer or semiconductor industries, or the industries of the Company’s customers and suppliers; or engineering experience offering greater insight into the technology that underlies the Company’s products. | |||||||||||
(3) Finance/Financial Literacy: Knowledge of financial markets, financing and funding operations, tax, investments and capital allocation; or knowledge of accounting, financial reporting and internal control processes. | |||||||||||
(4) Marketing/Sales Experience: Proven track record of identifying and developing new customers and markets, or brand marketing experience. | |||||||||||
(5) Strategic Growth: Experience and success in growing a business or establishing businesses, whether organically or through acquisitions. | |||||||||||
(6) Entrepreneurial Experience: Experience in successfully creating new businesses with products and services based on breakthrough technologies or succeeding in emerging or developing markets. | |||||||||||
(7) Board of Directors Experience: Prior experience serving on company boards and understanding of the role, dynamics and operation of a corporate board, the relationship of a board to the CEO and other members of the management team and how to oversee an evolving and complex mix of strategic, operational and compliance-related matters. | |||||||||||
(8) Risk Management: Experience in understanding and reviewing business risks and corporate strategy. | |||||||||||
(9) Corporate Governance: Experience that supports strong board and management accountability, transparency and protecting shareholder interests. | |||||||||||
(10) International Experience: International and global perspective contributing to guiding the Company’s business outside the U.S. | |||||||||||
(11) Investor Experience: Experience engaging with investors and demonstrated understanding of the shareholders’ perspective on key Company issues and strategy. | |||||||||||
(12) Human Capital Management / Compensation: Experience attracting, motivating and retaining top candidates for positions at the Company, evaluating performance and compensation of senior management, and overseeing strategic human capital planning. | |||||||||||
(13) Government Experience: Experience operating in an industry requiring compliance with regulatory requirements across numerous countries and governmental and non-governmental entities. | |||||||||||
(14) Academia: Academic research and organizational management useful to the Company. | |||||||||||
(15) Diversity of Gender, Race, Ethnicity, National Origin: This director has self-identified as bringing diversity to the Board by way of gender, race, ethnicity, national origin or other characteristics supporting the Company’s diversity initiative. |
Audit Committee | Compensation Committee | Nominating and Governance Committee | Committee of Independent Directors | |||||||
Non-Employee Directors: | ||||||||||
Ronald S. Jankov | ||||||||||
Mary Louise Krakauer | ||||||||||
Thomas H. Lee | ||||||||||
J. Michael Patterson | Chair | |||||||||
Albert A. Pimentel | Chair | |||||||||
Elizabeth W. Vanderslice | Chair | |||||||||
Employee Director: | ||||||||||
Director Position | Annual Cash Retainer | ||
Chairpersons: | |||
Board | $65,000 | ||
Audit Committee | $25,000 | ||
Compensation Committee | $20,000 | ||
Nominating and Governance Committee | $15,000 | ||
Members: | |||
Board | $65,000 | ||
Audit Committee | $12,500 | ||
Compensation Committee | $10,000 | ||
Nominating and Governance Committee | $7,500 | ||
Lead Independent Director | $10,000 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
Philip T. Gianos (Chairman) | 124,728 | 179,787 | — | — | (3) | — | 304,515 | |||||||||||||||||||||||||||||||
John L. Doyle | 84,073 | 179,787 | — | — | — | — | 263,860 | |||||||||||||||||||||||||||||||
William G. Howard, Jr. | 66,572 | 179,787 | — | — | (3) | — | 246,359 | |||||||||||||||||||||||||||||||
Dennis Segers (Chairman) | 131,608 | 195,616 | — | — | — | — | 327,224 | |||||||||||||||||||||||||||||||
Saar Gillai | 72,500 | 195,616 | — | — | — | — | 268,116 | |||||||||||||||||||||||||||||||
Mary Louise Krakauer | 31,688 | 152,633 | (2) | — | — | — | — | 184,321 | ||||||||||||||||||||||||||||||
Ronald S. Jankov | 75,000 | 195,616 | — | — | — | — | 270,616 | |||||||||||||||||||||||||||||||
Thomas H. Lee | 72,500 | 195,616 | — | — | — | — | 268,116 | |||||||||||||||||||||||||||||||
J. Michael Patterson | 90,645 | 179,787 | — | — | — | — | 270,432 | 97,500 | 195,616 | — | — | — | — | 293,116 | ||||||||||||||||||||||||
Albert A. Pimentel | 71,573 | 179,787 | — | — | — | — | 251,360 | 90,000 | 195,616 | — | — | — | — | 285,616 | ||||||||||||||||||||||||
Marshall C. Turner | 80,645 | 179,787 | — | — | — | — | 260,432 | 77,500 | 195,616 | — | — | (3) | — | 273,116 | ||||||||||||||||||||||||
Elizabeth W. Vanderslice | 83,145 | 179,787 | — | — | (3) | — | 262,932 | 90,000 | 195,616 | — | — | (3) | — | 285,616 |
(1) | Amounts shown do not reflect compensation actually received by the director. Instead, the amounts shown reflect the grant date fair value for stock awards granted in fiscal |
(2) |
(3) | This director participated in the Company’s nonqualified deferred compensation plan in fiscal |
Beneficial Owners | Amount and Nature of Beneficial Ownership | Percent of Class(1) | |||||
Greater than 5% Stockholders | |||||||
Blackrock, Inc. | 14,927,769 | (2) | 5.8 | ||||
55 East 52nd Street New York, NY 10022 | |||||||
The Vanguard Group, Inc. | 19,892,538 | (3) | 7.7 | ||||
100 Vanguard Blvd. Malvern, PA 19355 | |||||||
Directors | |||||||
Philip T. Gianos | 131,398 | (4) | * | ||||
Moshe N. Gavrielov | 406,108 | (5) | * | ||||
John L. Doyle | 30,784 | (6) | * | ||||
William G. Howard, Jr. | 50,605 | (7) | * | ||||
J. Michael Patterson | 26,060 | (8) | * | ||||
Albert A. Pimentel | 13,550 | (9) | * | ||||
Marshall C. Turner | 55,655 | (10) | * | ||||
Elizabeth W. Vanderslice | 29,059 | (11) | * | ||||
Named Executive Officers | * | ||||||
Jon A. Olson | 417,286 | (12) | * | ||||
Victor Peng | 156,667 | (13) | * | ||||
Krishna Rangasayee | 120,805 | (14) | * | ||||
Vincent L. Tong | 202,523 | (15) | * | ||||
Raja Petrakian | 37,333 | (16) | * | ||||
Frank. A. Tornaghi | 15,871 | (17) | * | ||||
All current directors and executive officers as a group (16 persons) | 1,864,617 | (18) | * |
Beneficial Owners | Amount and Nature of Beneficial Ownership | Percent of Class (1) | ||||||
Greater-than-5% Stockholders | ||||||||
The Vanguard Group, Inc. | 28,792,009 | (2) | 11.4 | % | ||||
100 Vanguard Boulevard Malvern, PA 19355 | ||||||||
BlackRock, Inc. | 17,533,546 | (3) | 6.9 | % | ||||
55 East 52nd Street New York, NY 10022 | ||||||||
Non-Employee Directors and Nominee | ||||||||
Dennis Segers | 7,114 | (4) | * | |||||
Raman Chitkara | 400 | (4) | * | |||||
Saar Gillai | 4,924 | (4) | * | |||||
Ronald S. Jankov | 4,924 | (4) | * | |||||
Mary Louise Krakauer | — | * | ||||||
Thomas H. Lee | 4,924 | (4) | * | |||||
J. Michael Patterson | 28,282 | (5) | * | |||||
Albert A. Pimentel | 26,147 | (6) | * | |||||
Marshall C. Turner | 42,252 | (7) | * | |||||
Elizabeth W. Vanderslice | 31,281 | (8) | * | |||||
Named Executive Officers | ||||||||
Victor Peng | 56,120 | (9) | * | |||||
Lorenzo A. Flores | 51,573 | (10) | * | |||||
Vincent L. Tong | 82,457 | (11) | * | |||||
Emre Önder | — | |||||||
William Madden | — | |||||||
Moshe N. Gavrielov | 50,511 | (4) | * | |||||
Steven L. Glaser | 644 | (4) | * | |||||
All current directors and executive officers as a group (17 persons) | 399,665 | (12) | * |
(1) | The beneficial ownership percentage of each stockholder is calculated on the basis of |
(2) | Based on information contained in a Schedule |
(3) | Based on information contained in a Schedule |
(4) |
(5) | Consists of |
(6) | Consists of |
Consists of |
Consists of |
Consists of |
Consists of |
Consists of |
Includes an aggregate of |
(Shares in thousands) | A | B | C | ||||||||
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in Column A) | ||||||||
Equity Compensation Plans Approved by Security Holders | |||||||||||
2007 Equity Plan | 7,008 | (1) | $ | 33.94 | (2) | 11,342 | (3) | ||||
Employee Stock Purchase Plan | N/A | N/A | 9,135 | ||||||||
Total-Approved Plans | 7,008 | $ | 33.94 | 20,658 |
A | B | C | ||||||||||||
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in Column A) | |||||||||||
Equity Compensation Plans Approved by Security Holders | ||||||||||||||
1997 Stock Plan | 1,661,353 | $24.35 | — | (1) | ||||||||||
2007 Equity Plan | 8,485,086 | (2) | $25.29 | (3) | 15,372,882 | (4) | ||||||||
Employee Stock Purchase Plan | N/A | N/A | 10,545,454 | |||||||||||
Total-Approved Plans | 10,146,439 | $24.81 | 25,918,336 | |||||||||||
Equity Compensation Plans NOT Approved by Security Holders | ||||||||||||||
Supplemental Stock Option Plan (5) | 1,000 | $25.77 | — | |||||||||||
Total-All Plans | 10,147,439 | $24.81 | 25,918,336 |
(1) |
Includes approximately |
The weighted-average exercise price does not take into account shares issuable upon vesting of outstanding RSUs, which have no exercise price. |
▪ | Victor Peng, President and Chief Executive Officer; |
▪ | Lorenzo A. Flores, Executive Vice President and Chief Financial Officer; |
▪ | Vincent L. Tong, Executive Vice President, Global Operations and Quality; |
▪ | Emre Önder, Senior Vice President, Product and Vertical Marketing; |
▪ | William Madden, Senior Vice President, Hardware and Systems Product Development; |
▪ | Moshe N. Gavrielov, former President and Chief Executive Officer; and |
▪ | Stephen L. Glaser, former Senior Vice President, Corporate Strategy and Marketing. |
▪ | Overall net revenues were $2.54 billion, up 8% from the prior fiscal year. |
▪ | Revenues from our Advanced Products reached $1.38 billion, a 28% increase over the prior fiscal year. |
▪ | We established significant momentum in our data center end market, both developing the foundation for and building out a vibrant ecosystem. We demonstrated significant developer engagement on the AWS F1 instance and have trained a total of more than 400 developers. We also continue to invest in SDAccel environment and middleware libraries to make it easier for software programmers to program Xilinx FPGAs in higher level languages using industry standard APIs and frameworks. |
▪ | We announced a new breakthrough product category called Adaptive Compute Acceleration Platform (ACAP) that extends far beyond the capabilities of an FPGA. An ACAP is a highly-integrated multi-core heterogeneous compute platform that can be changed at the hardware level to adapt to the needs of a wide range of applications and workloads, including Artificial Intelligence, and workloads resulting from explosive growth of unstructured data such as database acceleration and video transcoding. |
▪ | We returned $475 million to our stockholders through our stock buyback programs. |
▪ | We paid our stockholders a record $353 million in dividends. |
▪ | Target annual cash incentives -Increased the target annual cash incentive compensation for Mr. Peng to |
▪ | Long-term equity incentive compensation - Granted them performance-based restricted stock unit (RSU) awards with values ranging from $900,000 to $5,400,000. |
Compensation Elements for Named Executive Officers for Fiscal 2015 | ||||||||||||||||||
Performance-Based Incentive Compensation | ||||||||||||||||||
Cash Incentive Award | Long-term Equity Incentive Award | |||||||||||||||||
Name | 2015 Salary(1) ($) | Salary Increase From Prior Year(1) (%) | Target Award(2) ($) | Actual Award ($) | Actual Award as a Percent of Target (%) | Target RSU Award (Shares)(3) | Actual RSU Award (Shares)(3) | Actual RSUs Earned as a Percent of Target (%) | ||||||||||
Moshe N. Gavrielov | 800,000 | 6.7% | $1,102,500 | $820,575 | 74 | 93,500 | 83,215 | 89 | ||||||||||
Jon A. Olson | 480,000 | — | $480,000 | 367,200 | 77 | 26,000 | 23,140 | 89 | ||||||||||
Victor Peng | 480,000 | — | $480,000 | 362,400 | 76 | 26,000 | 23,140 | 89 | ||||||||||
Krishna Rangasayee | 395,000 | 11.3% | $296,334 | 205,730 | 69 | 19,000 | 16,910 | 89 | ||||||||||
Vincent L. Tong | 405,000 | 9.5% | $305,334 | 247,460 | 81 | 19,000 | 16,910 | 89 | ||||||||||
Raja Petrakian | 365,000 | 2.8% | $289,064 | 180,532 | 62 | — | — | — | ||||||||||
Frank A. Tornaghi | 390,000 | 1.3% | $310,000 | 187,550 | 61 | — | — | — | ||||||||||
(1) Salary represents the amount approved by the Compensation Committee in fiscal 2015. The actual salary earned during fiscal 2015 for the executives who received salary increases, namely Messrs. Gavrielov, Rangasayee, Tong, Petrakian and Tornaghi, was less than the annual base salary approved by the Compensation Committee for these executives, because the salary increases were effective after the beginning of the fiscal year. | ||||||||||||||||||
(2) Target awards are determined by multiplying the named executive officer’s actual salary earned during fiscal 2015 by the executive’s target bonus percentage, which was 140% for Mr. Gavrielov, our CEO, 100% for Messrs. Olson and Peng, and 80% for all of the other named executive officers. | ||||||||||||||||||
(3) Messrs. Petrakian and Tornaghi each were granted performance-based RSUs for 19,000 shares in fiscal 2015. These RSUs were forfeited on March 27, 2015, in connection with their employment separation, and never vested. For more information, please see the section below entitled “Employment and Post-Employment Agreements with Named Executive Officers.” |
What We Do | What We Don’t Do | |||
þ | ý | |||
þ | ý | |||
þ | Annual Executive Compensation Review. The Compensation Committee performs an annual review of our executive compensation strategy, including a review of our compensation peer group and a review of our compensation-related risk profile. | ý | ||
þ | Pay-for-Performance | ý | ||
þ | At-Risk Compensation. A significant portion of compensation for our executives is based on the performance of both the Company and the individual executive. | ý | Dividends or Dividend Equivalents Payable on Unvested Equity Awards. We do not pay dividends or dividend equivalents on unvested equity awards. | |
þ | Performance-Based Equity Awards. Our executive officers mainly receive only performance-based RSU awards. | ý | SERP or Defined Benefit Plans. We do not provide a Supplemental Executive Retirement Plan (SERP) or a defined benefit plan. | |
þ | ||||
Robust Stock Ownership Guidelines. We have executive stock ownership guidelines and holding requirements that cover our | ý | |||
þ | ||||
þ | Annual Stockholder Advisory Votes on Executive Compensation. We conduct an annual stockholder advisory vote on our executive compensation program. | |||
þ | Double-Trigger Change-of-Control Benefits. Change-of control benefits require a change in control and termination of employment (double trigger) rather than benefits triggered solely on the change of control (single trigger). |
▪ | Promotion of Mr. Peng to Chief Operating Officer - On April 10, 2017, the Board appointed Mr. Peng as Chief Operating Officer, increased his annual base salary to $550,000, effective as of the beginning of the fiscal year, and increased his target annual cash incentive compensation to 115% of his annual base salary. |
▪ | Amendment of Mr. Gavrielov’s Employment Agreement - We entered into an amended employment agreement with Mr. Gavrielov providing for his continued employment through August 1, 2020, followed by a one-year consulting period to assist in the orderly transition to a successor Chief Executive Officer. Mr. Gavrielov’s unique knowledge and experience were considered essential to ensuring alignment with our strategic plans during the succession period. As an incentive for Mr. Gavrielov to remain with the Company during the full succession period, the amended employment agreement provided for the grant of a time-based RSU award with a value of $10 million, with half the shares vesting in three annual installments, the first of which will occur on the second anniversary of the grant date, and the other half vesting in three annual installments, the first of which will occur on the third anniversary of the grant date. Mr. Gavrielov was also eligible to receive a performance-based RSU award as determined by the Compensation Committee in connection with our annual grant process for fiscal 2018. In addition, Mr. Gavrielov’s post-employment compensation arrangements were amended as described below under “Potential Payments Upon Termination or Change in Control.” Prior to the end of fiscal 2018, the Board decided to accelerate the transition to Mr. Peng as CEO in order to align our leadership with our evolving business strategy; in connection with this transition, pursuant to his employment agreement, Mr. Gavrielov |
▪ | Promotion of Mr. Peng to Chief Executive Officer - On January 4, 2018, Mr. Peng was appointed President and Chief Executive Officer, effective January 29, 2018. In connection with this appointment, we entered into an employment agreement with Mr. Peng providing for the following compensation arrangements: |
◦ | An annual base salary of $700,000, effective January 29, 2018; |
◦ | A target annual cash incentive compensation equal to 150% of his annual base salary, beginning with our fiscal year ending March 30, 2019, based on the achievement of performance objectives as determined by the Compensation Committee, as well as a corresponding increase in target annual cash incentive compensation to 150% of base salary from January 29, 2018 through March 31, 2018; |
◦ | The grant of a time-based RSU award with a value of $1 million, which vests in four substantially equal annual installments beginning on the first anniversary of the date of grant; and |
◦ | The grant of a performance-based RSU award with a value of $4,500,000 with respect to fiscal 2019. |
▪ | Consulting Arrangement with Mr.Gavrielov - Concurrent with his retirement as President and Chief Executive Officer, as provided in his employment agreement, we entered into a consulting agreement with Mr. Gavrielov, effective February 2,2018, whereby he agreed to provide consulting and transition services for a one-year period following termination of his employment (the Consulting Period) in return for consulting fees at an annual rate of $2 million. If we terminate Mr. Gavrielov’s service without cause during the Consulting Period or elect not to continue his service following the completion of the Consulting Period, the vesting of his outstanding equity awards will be accelerated (to the extent he receives any awards in addition to those which were accelerated upon the termination of his employment) as if he had continued to perform services for an additional 12 months following the Consulting Period. |
• Advanced Micro Devices, Inc. • Analog Devices, Inc. • Autodesk, Inc. • Broadcom Limited • Brocade Communications Systems Inc. • Cadence Design Systems, Inc. • Cypress Semiconductor Corporation | • KLA-Tencor Corporation • LAM Research Corporation • Linear Technology Corporation • Marvell Technology Group Ltd. • Maxim Integrated Products Inc. • Microchip Technology Inc. • Microsemi Corporation | • Nvidia Corporation • ON Semiconductor Corporation • Qorvo, Inc. • Skyworks Solutions, Inc. • Synopsys, Inc. |
Peer Group Four-Quarter Revenue and Market Capitalization for Fiscal Year 2018 Compensation Decisions | ||||
Peer Group Financials (1) | ||||
Quartile | Four Quarter Trailing Revenue ($ in millions) | Market Capitalization ($ in millions) | ||
75th Percentile | 3,418 | 14,596 | ||
50th Percentile | 2,458 | 10,960 | ||
25th Percentile | 2,236 | 5,906 | ||
Xilinx, Inc. | 2,240 | 13,501 | ||
(1) Data is based on available market information as of October 2016. |
Peer Group Four-Quarter Revenue and Market Capitalization for Fiscal 2015 Compensation Decisions | ||||
Peer Group Financials(1) | ||||
Quartile | Four Quarter Trailing Revenue ($ in millions) | Market Capitalization ($ in millions) | ||
75th Percentile | 2,970 | 9,654 | ||
50th Percentile | 2,382 | 7,949 | ||
25th Percentile | 1,714 | 3,719 | ||
Xilinx, Inc. | 2,165 | 12,406 | ||
(1) Data is based on available market information in October 2013. |
Named Executive Officer | Fiscal 2015 Salary(1) ($) | Fiscal 2014 Salary(1) ($) | Percent Change(2) (%) | |||
Moshe N. Gavrielov | 800,000 | 750,000 | 6.7% | |||
Jon A. Olson | 480,000 | 480,000 | — | |||
Victor Peng | 480,000 | 480,000 | — | |||
Krishna Rangasayee | 395,000 | 355,000 | 11.3% | |||
Vincent L. Tong | 405,000 | 370,000 | 9.5% | |||
Raja Petrakian | 365,000 | 355,000 | 2.8% | |||
Frank A. Tornaghi | 390,000 | 385,000 | 1.3% | |||
(1) These amounts reflect the base salaries approved for a particular fiscal year, and not the actual earnings for the respective named executive officer, which earnings may be different due to certain factors, such as the timing of approved salary increases. | ||||||
(2) Mr. Gavrielov’s base salary was increased based on his performance and comparative market data, Mr. Rangasayee’s base salary was increased primarily when he became responsible for our sales organization upon the retirement of Mr. Tornaghi, and Mr. Tong’s base salary was increased primarily when he became responsible for our operations organization due to the departure of Mr. Petrakian. |
Named Executive Officer | Fiscal Year 2017 Base Salary ($) | Fiscal Year 2018 Base Salary ($) | Percentage Adjustment | |||||
Victor Peng | 500,000 | 700,000 | (1) | 40.0% | ||||
Lorenzo A. Flores | 400,000 | 440,000 | (2) | 10.0% | ||||
Vincent L. Tong | 425,000 | 440,000 | 3.5% | |||||
Emre Önder | — | 345,000 | (3) | N/A | ||||
William Madden | 395,000 | 400,000 | 1.3% | |||||
Moshe N. Gavrielov (4) | 800,000 | 800,000 | N/A | |||||
Steven L. Glaser (5) | 345,000 | 345,000 | N/A |
(1) | The Compensation Committee initially increased Mr. Peng’s annual base salary to $550,000, representing a 10% increase, in April 2017 in connection with his promotion to Chief Operating Officer and subsequently increased his annual base salary to $700,000 effective January 29, 2018 in connection with his appointment as President and Chief Executive Officer. |
(2) | The annual base salary of Mr. Flores was increased to $415,000 as part of the Compensation Committee’s annual review of our executive compensation program and subsequently increased to $440,000 in connection with his promotion to Executive Vice President, effective February 1, 2018. |
(3) | Mr. Önder’s annual base salary was approved by the Compensation Committee when he was appointed our Senior Vice President, Product and Vertical Marketing, effective August 21, 2017. |
(4) | Mr. Gavrielov retired as President and Chief Executive Officer effective January 28, 2018, and his employment with the Company ended on February 1, 2018. |
(5) | Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018. |
Named Executive Officer Fiscal 2018 Target Annual Cash Incentive | ||||||||
Named Executive Officer | Fiscal 2017 Target Annual Cash Incentive (as a percentage of base salary) | Fiscal 2018 Target Annual Cash Incentive (as a percentage of base salary) | ||||||
Victor Peng | 100 | 123 | (1) | |||||
Lorenzo A. Flores | 80 | 80 | (2) | |||||
Vincent L. Tong | 100 | 100 | ||||||
Emre Önder | N/A | 80 | (3) | |||||
William Madden | 100 | 100 | ||||||
Moshe N. Gavrielov (4) | 150 | 150 | ||||||
Steven L. Glaser (5) | 80 | 80 |
(1) | Represents the aggregate target annual cash incentive that was payable to Mr. Peng, assuming he earned cash incentive payments equal to 115% of the salary he earned prior to January 29, 2018 and 150% of the salary he earned from that date through the end of fiscal 2018. |
(2) | The target annual cash incentive for Mr. Flores was increased to 100% in connection with his promotion to Executive Vice President, effective April 1, 2018, after the end of fiscal 2018. |
(3) | Mr. Önder’s target annual cash incentive was approved by the Compensation Committee when he was appointed our Senior Vice President, Product and Vertical Marketing, effective August 21, 2017. |
(4) | Mr. Gavrielov retired as President and Chief Executive Officer effective January 28, 2018, and his employment with the Company ended on February 1, 2018. |
(5) | Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018. |
▪ | annual revenue growth (Growth Component), weighted at 40%; |
▪ | operating profit, determined in accordance with generally accepted accounting principles, excluding accrued compensation expense for estimated incentive compensation (Operating Profit Component), weighted at 35%; and |
▪ | individual performance, based on the achievement of performance goals pertaining to each executive officer’s position and responsibilities (Individual Performance Component), weighted at 25%. |
Growth Component Scale | ||
Revenue Growth % (Year-over-Year in FY2018) | Growth Component Multiplier (%) | |
<1.0 | — | |
1 | 10.0 | |
2 | 20.0 | |
2.5 | 30.0 | |
3 | 40.0 | |
3.5 | 50.0 | |
... | ... | |
6 | 100.0 | |
7 | 120.0 | |
8 | 140.0 | |
9 | 160.0 | |
10 | 180.0 | |
0.11 or greater | 200.0 |
Named Executive Officer Actual Incentive Cash Compensation as a Percent of Target | ||||||
Name | Target Incentive Award(1) ($) | Actual Incentive Award ($) | Actual Incentive Award as a Percent of Target (%) | |||
Moshe N. Gavrielov | 1,102,500 | 820,575 | 74 | |||
Jon A. Olson | 480,000 | 367,200 | 77 | |||
Victor Peng | 480,000 | 362,400 | 76 | |||
Krishna Rangasayee | 296,334 | 205,730 | 69 | |||
Vincent L. Tong | 305,334 | 247,460 | 81 | |||
Raja Petrakian | 289,064 | 180,532 | 62 | |||
Frank A. Tornaghi | 310,000 | 187,550 | 61 | |||
(1) Amount is based on the executive’s actual earnings, which, due to the timing of salary increases, may be less than the annual base salary approved by the Compensation Committee in fiscal 2015. |
OP Component Scale (Abbreviated) | ||||
Operating Profit Component Scale | Operating Profit Component Scale | |||
Operating Profit % (FY2015) | OP Component Multiplier | |||
Operating Profit % (FY2018) | Operating Growth Component Multiplier (%) | |||
<21 | 0.0 | — | ||
22 | 0.1 | 10.0 | ||
23 | 0.2 | 20.0 | ||
... | ... | ... | ||
30 | 0.9 | |||
31 - 33 | 1.0 | |||
31 | 90.0 | |||
32 to 33 | 100.0 | |||
34 | 1.1 | 110.0 | ||
35 | 1.2 | 120.0 | ||
36 | 1.3 | 130.0 | ||
... | ... | ... | ||
42 | 1.9 | 190.0 | ||
43 | 2.0 | 200.0 |
OP Component Multipliers for Fiscal 2015 | ||||
Period | Actual OP Component (%) | OP Component Multiplier | ||
First Half | 36 | 1.3 | ||
Second Half | 33 | 1.0 |
Growth Component Scale (Abbreviated) | ||
Revenue Growth (Year-over-Year in FY2015) | Growth Component Multiplier | |
0% | 0.00 | |
1% | 0.11 | |
... | ... | |
8% | 0.88 | |
9% | 1.00 | |
10% | 1.20 | |
... | ... | |
14% | 2.00 |
▪ | Operational excellence and quality of results. This category consisted of goals related to adherence to product development plans and schedules, product delivery timeliness, product sales and gross margin achievement and sales achievement by geographic region. |
▪ | Strategic initiatives and performance. This category consisted of goals related to product and portfolio assessment, including customer and end market sub-segment identification. |
▪ | Leadership effectiveness. This category consisted of goals related to strategic leadership, responding to changes in the market and economic environment, organizational effectiveness and managing our relationship with stockholders. |
Individual Performance Component Multiplier (Example Only) | ||||||
Goal | Weighting (%) | Achievement Level (%) | Multiplier | |||
#1 | 20 | 100 | 0.20 | |||
#2 | 30 | 50 | 0.15 | |||
#3 | 30 | 100 | 0.30 | |||
#4 | 20 | 150 | 0.30 | |||
Individual Performance Multiplier | 0.95 |
Named Executive Officer Incentive Cash Bonus Awards for Fiscal 2015 | |||||||||||||||||||||||||||||
Bonus Actually Paid ($) | |||||||||||||||||||||||||||||
Named Executive Officer | Base Salary(1) ($) | Target Incentive Bonus as a Percentage of Base Salary (%) | Target Incentive Bonus ($) | First Half Financial Metrics(2) ($) | First Half Individual Performance ($) | Second Half Financial Metrics(3) ($) | Second Half (Annual for CEO) Individual Performance ($) | Total Incentive Bonus Actually Paid ($) | Bonus Actually Paid as Percentage of Target Incentive Bonus (%) | ||||||||||||||||||||
Moshe N. Gavrielov | 787,500 | 140 | 1,102,500 | 211,575 | — | 168,000 | 441,000 | (4) | 820,575 | 74 | |||||||||||||||||||
Jon A. Olson | 480,000 | 100 | 480,000 | 93,600 | 96,000 | (5) | 72,000 | 105,600 | (6) | 367,200 | 77 | ||||||||||||||||||
Victor Peng | 480,000 | 100 | 480,000 | 93,600 | 96,000 | (7) | 72,000 | 100,800 | (8) | 362,400 | 76 | ||||||||||||||||||
Krishna Rangasayee | 370,417 | 80 | 296,334 | 56,550 | 49,300 | (9) | 45,400 | 54,480 | (10) | 205,730 | 69 | ||||||||||||||||||
Vincent L. Tong | 381,667 | 80 | 305,334 | 58,500 | 67,800 | (11) | 46,600 | 74,560 | (12) | 247,460 | 81 | ||||||||||||||||||
Raja Petrakian | 361,330 | 80 | 289,064 | 56,160 | 51,840 | (13) | 43,519 | 29,013 | (14) | 180,532 | 62 | ||||||||||||||||||
Frank A. Tornaghi | 387,500 | 80 | 310,000 | 60,450 | 49,600 | (15) | 46,500 | 31,000 | (16) | 187,550 | 61 |
Named Executive Officer Incentive Cash Awards for Fiscal 2018 | |||||||||||||||||||||||||
Cash Incentive Actually Paid ($) | |||||||||||||||||||||||||
Named Executive Officer | Annual Base Salary (1) ($) | Target Annual Cash Incentive (as a percentage of base salary) | Target Annual Cash Incentive Payment ($) | First Half Financial Metrics (2) ($) | First Half Individual Performance ($) | Second Half Financial Metrics (3) ($) | Second Half Individual Performance ($) | Actual Annual Cash Incentive Payment ($) | |||||||||||||||||
Victor Peng | 576,731 | 123 | 706,901 | 110,688 | 86,969 | (4) | 546,264 | 117,195 | (5) | 861,116 | |||||||||||||||
Lorenzo A. Flores | 415,417 | 80 | 332,334 | 57,050 | 40,750 | (6) | 251,300 | 41,487 | (7) | 390,587 | |||||||||||||||
Vincent L. Tong | 436,250 | 100 | 436,250 | 75,688 | 61,631 | (8) | 329,000 | 60,500 | (9) | 526,819 | |||||||||||||||
Emre Önder | 213,192 | 80 | 170,554 | 11,394 | 8,138 | (10) | 148,640 | 38,985 | (11) | 207,157 | |||||||||||||||
William Madden | 398,750 | 80 | 319,000 | 55,650 | 39,750 | (12) | 240,240 | 40,000 | (13) | 375,640 | |||||||||||||||
Moshe N. Gavrielov | 669,744 | 150 | 1,004,616 | 210,000 | — | 718,362 | 251,154 | (14) | 1,179,516 | ||||||||||||||||
Steven L. Glaser | 172,500 | 80 | 138,000 | 48,300 | 37,950 | (15) | — | — | (16) | 86,250 |
(1) | Represents the actual base salaries earned during |
(2) | The |
(3) | The |
(4) | Represents the actual |
Represents the actual |
Represents the actual |
Represents the actual |
Represents the actual |
Represents the actual |
Represents the actual |
Represents the actual |
Represents the actual |
Represents the actual |
(14) | Represents the actual cash incentive paid to Mr. Gavrielov for fiscal 2018 based on achievement against his specific individual performance goals. Mr. Gavrielov’s goals for fiscal 2018 were as follows: (1) achievement of certain |
(15) | Represents the actual cash incentive paid to Mr. Glaser for the first half of fiscal 2018 based on achievement against his specific individual performance goals. For the first half of fiscal 2018, Mr. Glaser earned 110% of his target annual cash incentive attributable to the Individual Performance Component based on achievement of goals relating to: (1) support for strategic initiatives; (2) product and segment marketing and demand creation; (3) scalability and design leadership; (4) corporate, investor and employee marketing and communications; and (5) strategic market development and segment market research support. |
(16) | Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018 and, therefore, was not eligible to receive a cash incentive payment for the second half of fiscal 2018. |
Named Executive Officer RSU Awards for Fiscal 2015 | ||||
Name | Performance-Based RSUs (Target)(1) | Performance-Based RSUs (Actual)(2) | ||
Moshe N. Gavrielov | 93,500 | 83,215 | ||
Jon A. Olson | 26,000 | 23,140 | ||
Victor Peng | 26,000 | 23,140 | ||
Krishna Rangasayee | 19,000 | 16,910 | ||
Vincent L. Tong | 19,000 | 16,910 | ||
Raja Petrakian | — | — | ||
Frank A. Tornaghi | — | — |
Named Executive Officer Fiscal 2018 Tentative Total Award Values | ||||
Named Executive Officer | Tentative Total Award Value ($) | |||
Victor Peng | 1,600,000 | |||
Lorenzo A. Flores | 900,000 | |||
Vincent L. Tong | 1,250,000 | |||
Emre Önder (1) | — | |||
William Madden | 900,000 | |||
Moshe N. Gavrielov | 5,400,000 | |||
Steven L. Glaser | 900,000 | |||
(1) Mr. Önder joined the Company in August 2017 and thus was not eligible to receive a performance-based RSU during fiscal 2018. |
Long-Term Equity Incentive Performance Goals for Fiscal 2018 | ||||||
Metric | Weight | Achievement | Multiplier | |||
28nm Revenue | 40% | 60% | 24% | |||
20nm/16nm Revenue | 30% | 150% | 45% | |||
Technology Leadership | 20% | 150% | 30% | |||
Quality Leadership | 10% | 150% | 15% | |||
Total | 114% |
Named Executive Officer Fiscal 2018 Performance-Based RSU Awards | ||||
Name | Shares Subject to Performance-Based RSU Award (Target) (1) | Shares Subject to Performance-Based RSU Award (Actual) (2) | ||
Victor Peng | 25,500 | 29,070 | ||
Lorenzo A. Flores | 14,500 | 16,530 | ||
Vincent L. Tong | 20,000 | 22,800 | ||
Emre Önder | — | — | ||
William Madden | 14,500 | 16,530 | ||
Moshe N. Gavrielov | 86,000 | 98,040 | ||
Steven L. Glaser (3) | 14,500 | — |
(1) | This column represents the number of shares of common stock subject to the performance-based RSU awards for fiscal 2018 based on achievement of the performance goals at 100% of target. Actual earned shares for fiscal 2018 may range from 0% to 185% of target depending on the level of performance. |
(2) | This column represents the actual number of shares of our common stock subject to the performance-based RSU awards earned based a multiplier for performance achievement of 114%. |
(3) | Mr. Glaser resigned as Senior Vice President, Corporate Strategy and Marketing effective January 5, 2018, and, therefore, was not eligible to earn any shares of our common stock pursuant to his performance-based RSU award for fiscal 2018. |
Annual Base Salary ($) | Annual Target Bonus ($) | Pro Rata Portion of Target Bonus ($) | Medical and Dental Insurance ($) | Value of RSUs(1) ($) | Total ($) | |||||
800,000 | 1,102,500 | 609,000 | 25,665 | 11,143,164 | 13,680,329 |
Annual Base Salary ($) | Annual Target Bonus ($) | Medical and Dental Insurance ($) | Value of RSUs(1) ($) | Total ($) | ||||
480,000 | 480,000 | 28,932 | 2,923,016 | 3,911,948 |
Nine Months Base Salary ($) | COBRA Healthcare Insurance ($) | Value of RSUs(1) ($) | Total ($) | |||||
273,750 | 22,036 | 710,272 | 1,006,058 | |||||
(1) Represents the incremental fair value according to FASB ASC Topic 718 on March 6, 2015, the date Mr. Petrakian executed a general release in favor of the Company and certain related parties, which modified the vesting of 17,503 shares subject to RSUs granted prior to fiscal 2015. On March 6, 2015, the closing fair market value of our common stock was $40.58. |
Nine Months Base Salary ($) | COBRA Healthcare Insurance ($) | Value of RSUs(1) ($) | Total ($) | |||||
292,500 | 22,036 | 695,044 | 1,009,580 | |||||
(1) Represents the incremental fair value according to FASB ASC Topic 718 on March 11, 2015, the date Mr. Tornaghi executed a general release in favor of the Company and certain related parties, which modified the vesting of 17,503 shares subject to RSUs granted prior to fiscal 2015. On March 11, 2015, the closing fair market value of our common stock was $39.71. |
▪ | our Chief Executive Officer is required to own shares of our stock having a value of at least $4.5 million; |
▪ | executive vice presidents are required to own shares of our common stock having a value of at least $1.0 million; |
▪ | senior vice presidents who are executive officers for purposes of Section 16 of the Exchange Act are required to own shares of our common stock having a value of at least $750,000; and |
▪ | corporate vice presidents who are executive officers for purposes of Section 16 are required to own shares of our common stock having a value of at least $500,000. |
▪ | 50% of the shares delivered from time-based RSU awards granted beginning in July 2011; and |
▪ | 45% of the shares delivered from performance-based RSU awards granted beginning in July 2013 (prior to fiscal 2014, we did not have any holding requirements on performance-based RSU awards; we only had holding requirements on time-based RSU awards that vested 100% after three years). |
▪ | the compensation was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of financial statements filed with the SEC; |
▪ | the Board (or a committee thereof) determines that the executive officer engaged in intentional misconduct that was directly responsible for the substantial restatement; and |
▪ | a reduced amount of compensation would have been paid to the executive officer based upon the restated financial results. |
▪ | The Compensation Committee approves the payment scale for the Operating Profit Component and Growth Component. |
▪ | The Compensation Committee sets the financial metrics at reasonable levels in light of past performance and market conditions. |
▪ | Payments under the annual cash incentive plan for our executive officers are subject to approval of the Compensation Committee. |
▪ | The Compensation Committee retains discretion in administering all awards and in determining performance achievement. |
Name and Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | |||||||||||||||||
Moshe N. Gavrielov President and Chief Executive Officer | 2015 | 787,500 | — | 4,287,910 | — | 820,575 | — | 4,785 | 5,900,770 | |||||||||||||||||
2014 | 750,000 | — | 4,210,230 | — | 1,506,750 | — | 4,500 | 6,471,480 | ||||||||||||||||||
2013 | 737,500 | — | 3,019,200 | — | 732,656 | — | 4,437 | 4,493,793 | ||||||||||||||||||
Jon A. Olson(4) Executive Vice President and Chief Financial Officer | 2015 | 480,000 | — | 1,192,360 | — | 367,200 | — | 4,889 | 2,044,449 | |||||||||||||||||
2014 | 480,000 | — | 1,251,690 | — | 531,840 | — | 4,500 | 2,268,030 | ||||||||||||||||||
2013 | 477,500 | — | 1,132,200 | — | 276,079 | — | 3,783 | 1,889,562 | ||||||||||||||||||
Victor Peng(4) Executive Vice President and General Manager of Products | 2015 | 480,000 | — | 1,192,360 | — | 362,400 | — | 4,893 | 2,039,653 | |||||||||||||||||
2014 | 477,500 | — | 1,251,690 | — | 528,960 | — | 3,979 | 2,262,129 | ||||||||||||||||||
2013 | 455,000 | — | 1,132,200 | — | 270,900 | — | 4,725 | 1,862,825 | ||||||||||||||||||
Krishna Rangasayee(5) Senior Vice President and General Manager, Global Sales and Markets | 2015 | 370,417 | — | 871,340 | — | 205,730 | — | 5,087 | 1,452,574 | |||||||||||||||||
Vincent L. Tong(6) Senior Vice President, Global Operations and Quality | 2015 | 381,667 | — | 871,340 | — | 247,460 | — | 356,577 | 1,857,044 | |||||||||||||||||
2014 | 370,000 | — | 853,425 | — | 421,800 | — | 291,989 | 1,937,214 | ||||||||||||||||||
2013 | 365,000 | — | 770,525 | — | 220,275 | — | 139,303 | 1,495,103 | ||||||||||||||||||
Raja Petrakian(4)(7) Former Senior Vice President, Worldwide Operations | 2015 | 361,330 | — | 710,272 | — | 180,532 | — | 303,399 | 1,555,533 | |||||||||||||||||
Frank A. Tornaghi(8) Former Senior Vice President, Worldwide Sales | 2015 | 387,500 | — | 695,044 | — | 187,550 | — | 353,212 | 1,623,306 | |||||||||||||||||
2014 | 385,000 | — | 853,425 | — | 420,420 | — | 4,500 | 1,663,345 | ||||||||||||||||||
2013 | 381,250 | — | 770,525 | — | 213,010 | — | 4,625 | 1,369,410 |
Name and Position | Year | Salary (1) ($) | Bonus ($) | Stock Awards (2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation (3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation (4) ($) | Total ($) | |||||||||||||||||
Victor Peng (5)(6) President and Chief Executive Officer | 2018 | 576,731 | — | 2,664,235 | — | 861,116 | — | 7,588 | 4,109,670 | |||||||||||||||||
2017 | 500,000 | — | 1,181,400 | — | 543,500 | — | 5,202 | 2,230,102 | ||||||||||||||||||
2016 | 495,000 | — | 1,166,480 | — | 378,450 | — | 51,467 | 2,091,397 | ||||||||||||||||||
Lorenzo A. Flores (7) Executive Vice President and Chief Financial Officer | 2018 | 415,417 | — | 917,270 | — | 390,587 | — | 4,817 | 1,728,091 | |||||||||||||||||
2017 | 389,760 | — | 1,181,400 | — | 316,116 | — | 5,250 | 1,892,526 | ||||||||||||||||||
Vincent L. Tong (8) Executive Vice President, Global Operations and Quality | 2018 | 436,250 | — | 1,265,200 | — | 526,819 | — | 285,961 | 2,514,230 | |||||||||||||||||
2017 | 420,000 | — | 1,181,400 | — | 456,300 | — | 240,434 | 2,298,134 | ||||||||||||||||||
2016 | 405,000 | — | 833,200 | — | 245,916 | — | 235,544 | 1,719,660 | ||||||||||||||||||
Emre Önder (9)(10) Senior Vice President, Product and Vertical Marketing | 2018 | 213,192 | 150,000 | 1,248,190 | — | 207,157 | — | 75,570 | 1,894,109 | |||||||||||||||||
William Madden (9) Senior Vice President, Hardware and Systems Product Development | 2018 | 398,750 | — | 917,270 | — | 375,640 | — | 4,538 | 1,696,198 | |||||||||||||||||
Moshe N. Gavrielov (11) Former President and Chief Executive Officer | 2018 | 669,744 | — | 15,498,700 | — | 1,179,516 | — | 5,394,172 | 22,742,132 | |||||||||||||||||
2017 | 800,000 | — | 4,231,560 | — | 1,290,000 | — | 4,500 | 6,326,060 | ||||||||||||||||||
2016 | 800,000 | — | 4,166,000 | — | 867,600 | — | 63,510 | 5,897,110 | ||||||||||||||||||
Steven L. Glaser (9)(12) Former Senior Vice President, Corporate Strategy and Marketing | 2018 | 265,385 | — | 917,270 | — | 86,250 | — | 925,055 | 2,193,960 |
(1) | Amounts shown reflect salaries earned in the applicable fiscal |
(2) | Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown reflect the grant date fair value for stock awards as determined pursuant to FASB ASC Topic 718. The assumptions used to calculate the value of the awards are set forth in Note 6 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal |
(3) |
(4) |
(5) | Mr. Peng became President and Chief Executive Officer in January 2018 after having served in a variety of other executive officer roles during fiscal years 2016 through 2018. The amount shown under All Other Compensation consists of (i) a 401(k) matching contribution of $5,088 paid by the Company and (ii) a matching charitable contribution of $2,500 on behalf of Mr. Peng. |
(6) | The named executive officer participates in the Company’s |
Mr. |
In addition to Mr. Tong’s role as |
The amount shown under Bonus consists of a cash “sign-on” bonus paid to Mr. |
(11) | Mr. Gavrielov retired as President and Chief Executive Officer effective January 29, 2018, and his employment with the Company ended on February 1, 2018. The amount shown under All Other Compensation consists of (i) a lump sum severance |
(12) | Mr. Glaser resigned from the Company effective January 5, 2018. The amount shown under All Other Compensation consists of (i) a lump sum severance payment of $900,069, (ii) COBRA coverage in the amount of $22,875 and (iii) a 401(k) matching contribution of $2,111 paid by the Company. |
Type | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value/ Incremental Fair Value of Stock and Option Awards(3) ($) | Type | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value/ Incremental Fair Value of Stock and Option Awards (3) ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Victor Peng | RSU | 7/3/17 | 5/11/17 | — | — | — | 5,100 | 25,500 | 47,175 | — | 1,543,515 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 2/1/18 | 1/4/18 | — | — | — | — | — | — | 14,500 | 1,002,675 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/11/17 | 141,380 | 706,901 | 1,325,439 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lorenzo A. Flores | RSU | 7/3/17 | 5/11/17 | — | — | — | 2,900 | 14,500 | 26,825 | — | 877,685 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/11/17 | 66,467 | 332,334 | 623,126 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vincent L. Tong | RSU | 7/3/17 | 5/11/17 | — | — | — | 4,000 | 20,000 | 37,000 | — | 1,210,600 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/11/17 | 87,250 | 436,250 | 817,969 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Emre Önder | RSU | 9/11/17 | 7/20/17 | — | — | — | — | — | — | 19,286 | 1,182,810 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/11/17 | 34,111 | 170,554 | 319,789 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
William Madden | RSU | 7/3/17 | 5/11/17 | — | — | — | 2,900 | 14,500 | 26,825 | — | 877,685 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/11/17 | 63,800 | 319,000 | 598,125 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Moshe N. Gavrielov | RSU | 7/3/17 | 5/11/17 | — | — | — | — | — | — | 79,500 | 4,629,285 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 7/1/2014 | 5/14/2014 | — | — | — | — | 93,500 | 154,275 | — | — | — | 4,287,910 | RSU | 7/3/17 | 5/11/17 | — | — | — | — | — | — | 79,500 | 4,725,480 | ||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/14/2014 | — | 1,102,500 | 1,984,500 | — | — | — | — | — | — | — | RSU | 7/3/17 | 5/11/17 | — | — | — | 17,200 | 86,000 | 159,100 | — | 5,205,580 | ||||||||||||||||||||||||||||||||||||||||||||
Jon A. Olson | RSU | 7/1/2014 | 5/14/2014 | — | — | — | — | 26,000 | 42,900 | — | — | — | 1,192,360 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/14/2014 | — | 480,000 | 864,000 | — | — | — | — | — | — | — | EIP | — | 5/11/17 | 200,923 | 1,004,616 | 1,883,655 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Victor Peng | RSU | 7/1/2014 | 5/14/2014 | — | — | — | — | 26,000 | 42,900 | — | — | — | 1,192,360 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/14/2014 | — | 480,000 | 864,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Krishna Rangasayee | RSU | 7/1/2014 | 5/14/2014 | — | — | — | — | 19,000 | 31,350 | — | — | — | 871,340 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/14/2014 | — | 296,334 | 533,400 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vincent L. Tong | RSU | 7/1/2014 | 5/14/2014 | — | — | — | — | 19,000 | 31,350 | — | — | — | 871,340 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/14/2014 | — | 305,334 | 549,600 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Raja Petrakian | RSU | 7/1/2014 | 5/14/2014 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/14/2014 | — | 289,064 | 520,315 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Frank A. Tornaghi | RSU | 7/1/2014 | 5/14/2014 | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/14/2014 | — | 310,000 | 558,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven L. Glaser | RSU | 7/3/17 | 5/11/17 | — | — | — | 2,900 | 14,500 | 26,825 | — | 877,685 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EIP | — | 5/11/17 | 27,600 | 138,000 | 258,750 | — | — | — | — | — |
(1) | Actual payouts have been made under the |
(2) | Represents performance-based RSU awards granted in fiscal |
(3) | Amounts in this column represent the grant date fair value of RSUs granted in fiscal |
Option Awards | Stock Awards | ||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Grant Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | |||||||||||||||||||
Moshe N. Gavrielov | 37,500 | — | — | 25.39 | 7/6/2010 | 7/6/2017 | (4) | — | — | — | — | ||||||||||||||||||
— | — | — | — | 7/2/2012 | — | 38,500 | 1,629,320 | — | — | ||||||||||||||||||||
— | — | — | — | 7/2/2012 | — | — | — | 24,400 | 1,032,608 | ||||||||||||||||||||
— | — | — | — | 7/1/2013 | — | — | — | 120,251 | 5,089,022 | ||||||||||||||||||||
— | — | — | — | 7/1/2014 | — | — | — | 93,500 | 3,956,920 | ||||||||||||||||||||
Jon A. Olson | 80,000 | — | — | 22.80 | 7/3/2006 | 7/3/2016 | (4) | — | — | — | — | ||||||||||||||||||
100,000 | — | — | 20.57 | 7/1/2009 | 7/1/2016 | (4) | — | — | — | — | |||||||||||||||||||
110,000 | — | — | 25.39 | 7/6/2010 | 7/6/2017 | (4) | — | — | — | — | |||||||||||||||||||
— | — | — | — | 7/2/2012 | — | 14,500 | 613,640 | — | — | ||||||||||||||||||||
— | — | — | — | 7/2/2012 | — | — | — | 9,124 | 386,128 | ||||||||||||||||||||
— | — | — | — | 7/1/2013 | — | — | — | 35,751 | 1,512,982 | ||||||||||||||||||||
— | — | — | — | 7/1/2014 | — | — | — | 26,000 | 1,100,320 | ||||||||||||||||||||
Victor Peng | 95,000 | — | — | 25.39 | 7/6/2010 | 7/6/2017 | (4) | — | — | — | — | ||||||||||||||||||
— | — | — | — | 7/2/2012 | — | 14,500 | 613,640 | — | — | ||||||||||||||||||||
— | — | — | — | 7/2/2012 | — | — | — | 9,124 | 386,128 | ||||||||||||||||||||
— | — | — | — | 7/1/2013 | — | — | — | 35,751 | 1,512,982 | ||||||||||||||||||||
— | — | — | — | 7/1/2014 | — | — | — | 26,000 | 1,100,320 | ||||||||||||||||||||
Krishna Rangasayee | 10,000 | — | — | 20.57 | 7/1/2009 | 7/1/2016 | (4) | — | — | — | — | ||||||||||||||||||
15,000 | — | — | 24.74 | 1/11/2010 | 1/11/2017 | (4) | — | — | — | — | |||||||||||||||||||
50,000 | — | — | 25.39 | 7/6/2010 | 7/6/2017 | (4) | — | — | — | — | |||||||||||||||||||
— | — | — | — | 1/10/2012 | — | 1,250 | 52,900 | — | — | ||||||||||||||||||||
— | — | — | — | 7/2/2012 | — | 10,000 | 423,200 | — | — | ||||||||||||||||||||
— | — | — | — | 7/2/2012 | — | — | — | 6,154 | 260,437 | ||||||||||||||||||||
— | — | — | — | 7/1/2013 | — | — | — | 24,375 | 1,031,550 | ||||||||||||||||||||
— | — | — | — | 7/1/2014 | — | — | — | 19,000 | 804,080 |
Outstanding Equity Awards at Fiscal Year-End 2015 (continued) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Option Awards | Stock Awards | Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Grant Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (1) (#) | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||||||||||||||||
Vincent L. Tong | 50,000 | — | — | 20.57 | 7/1/2009 | 7/1/2016 | (4) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Victor Peng | 7/1/15 | — | — | — | — | — | 9,217 | 665,836 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
80,000 | — | — | 25.39 | 7/6/2010 | 7/6/2017 | (4) | — | — | — | — | 7/5/16 | — | — | — | — | — | 25,741 | 1,859,530 | — | — | |||||||||||||||||||||||||||||||||||||||
— | — | — | — | 7/2/2012 | — | 10,000 | 423,200 | — | — | 7/3/17 | — | — | — | — | — | 29,070 | 1,842,120 | — | — | ||||||||||||||||||||||||||||||||||||||||
— | — | — | — | 7/2/2012 | — | — | — | 6,154 | 260,437 | 2/1/18 | — | — | — | — | — | 14,500 | (3) | 1,047,480 | — | — | |||||||||||||||||||||||||||||||||||||||
Lorenzo A. Flores | 7/1/15 | — | — | — | — | — | 4,444 | 321,035 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
7/5/16 | — | — | — | — | — | 25,741 | 1,859,530 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
7/3/17 | — | — | — | — | — | 16,530 | 1,194,127 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
William Madden | 7/1/15 | — | — | — | — | — | 4,444 | 321,035 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
7/5/16 | — | — | — | — | — | 12,637 | 912,897 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
— | — | — | — | 7/1/2013 | — | — | — | 24,375 | 1,031,550 | 7/5/16 | — | — | — | — | — | 4,923 | 355,638 | — | — | ||||||||||||||||||||||||||||||||||||||||
— | — | — | — | 7/1/2014 | — | — | — | 19,000 | 804,080 | 7/3/17 | — | — | — | — | — | 16,530 | 1,194,127 | — | — | ||||||||||||||||||||||||||||||||||||||||
Frank A. Tornaghi(5) | 3,334 | — | — | 25.39 | 7/6/2010 | 7/6/2017 | (4) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Emre Önder | 9/11/17 | — | — | — | — | — | 19,286 | (3) | 1,393,221 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Vincent L. Tong | 7/1/15 | — | — | — | — | — | 6,584 | 475,628 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
7/5/16 | — | — | — | — | — | 25,741 | 1,859,530 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
7/3/17 | — | — | — | — | — | 22,800 | 1,647,072 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Moshe N. Gavrielov | 7/3/17 | — | — | — | — | — | 98,040 | 7,082,410 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
7/3/17 | — | — | — | — | — | 79,500 | (4) | 5,743,080 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
7/3/17 | — | — | — | — | — | 79,500 | (5) | 5,743,080 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Steven L. Glaser | 7/3/17 | — | — | — | — | — | — | (6) | — | — | — |
(1) |
(2) | Market value is computed by multiplying the closing price of the Company’s stock on the last trading day of the fiscal year by the number of shares reported in the adjacent column. The closing price of the Company’s stock on March |
(3) |
(4) | The |
(5) |
(6) | Mr. Glaser was awarded a performance-based RSU on July 3, 2017 but resigned from the Company before the award was earned or any portion had vested. |
Option Awards | Stock Awards | |||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | �� | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | |||||||
Moshe N. Gavrielov | 50,000 | 786,000 | 148,184 | 7,213,271 | ||||||||
Jon A. Olson | 170,000 | 3,434,299 | 51,262 | 2,497,911 | ||||||||
Victor Peng | 150,000 | 3,226,680 | 51,262 | 2,497,911 | ||||||||
Krishna Rangasayee | 10,000 | 115,543 | 29,678 | 1,436,590 | ||||||||
Vincent L. Tong | 10,000 | 215,429 | 34,426 | 1,677,337 | ||||||||
Raja Petrakian | 30,000 | 490,079 | 51,929 | 2,418,064 | ||||||||
Frank A. Tornaghi | 91,666 | 1,963,165 | 51,929 | 2,418,064 |
Option Awards | Stock Awards | |||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2) ($) | ||||||||
Victor Peng | — | — | 29,800 | 1,921,755 | ||||||||
Lorenzo A. Flores | — | — | 21,022 | 1,357,154 | ||||||||
William Madden | 1,042 | 36,722 | 16,110 | 1,039,298 | ||||||||
Emre Önder | — | — | — | — | ||||||||
Vincent L. Tong | — | — | 25,089 | 1,618,743 | ||||||||
Moshe N. Gavrielov (3) | 26,000 | 1,041,040 | 390,867 | 26,954,144 | ||||||||
Steven L. Glaser | — | — | 21,579 | 1,391,611 |
(1) | The value realized upon exercise is |
(2) | The value realized upon vesting is |
(3) | Mr. Gavrielov retired as President and Chief Executive Officer in January 2018, and his employment with the Company terminated in February 2018. In connection with his retirement, the vesting of all of his stock awards was accelerated in full in accordance with his employment agreement. |
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | |||||||||
Moshe N. Gavrielov | — | — | — | — | — | |||||||||
Jon A. Olson(1) | 94,800 | — | 148,775 | — | 3,334,780 | |||||||||
Victor Peng(2) | 302,044 | — | 102,987 | — | 1,460,568 | |||||||||
Krishna Rangasayee | — | — | — | — | — | |||||||||
Vincent Tong | — | — | — | — | — | |||||||||
Raja Petrakian(3) | 72,340 | — | 27,167 | 16,070 | 582,238 | |||||||||
Frank Tornaghi | — | — | — | — | — |
Name | Executive Contributions in Last FY ($) (1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) (2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (3) | ||||||||||
Victor Peng | 514,665 | — | 530,351 | — | 3,802,731 | ||||||||||
Lorenzo A. Flores | — | — | — | — | — | ||||||||||
William Madden | — | — | — | — | — | ||||||||||
Emre Önder | — | — | — | — | — | ||||||||||
Vincent L. Tong | — | — | — | — | — | ||||||||||
Moshe N. Gavrielov | — | — | — | — | — | ||||||||||
Steven L. Glaser | — | — | — | — | — |
(1) | The contributions reported for Mr. |
(2) |
(3) | The fiscal year-end balance reported for Mr. |
Severance Payment | Fiscal 2018 Bonus | Medical and Dental Insurance | Value of RSUs (1) | Total (2) | ||||
$1,406,901 | $643,927 | $19,670 | $4,449,117 | $6,519,615 | ||||
(1) Includes 24 months’ acceleration of performance-based RSUs (based on actual performance of the applicable performance metrics), and assuming monthly vesting from the date of grant. In May 2018, the Compensation Committee determined that Mr. Peng had earned 29,070 shares under his fiscal 2018 performance-based RSUs based on actual performance achievement, of which 25,840 shares would have accelerated upon his termination of employment. | ||||||||
(2) If Mr. Peng’s employment had been terminated within 90 days before or two years after a Change of Control, then Mr. Peng would have received the following: $643,927, consisting of a pro rata portion of his bonus for fiscal 2018; $1,400,000, equal to 24 months of base salary; $1,413,802, equal to two years of his target bonus; $19,670, consisting of one year of COBRA premiums for medical and dental insurance; and $5,414,966, representing 100% accelerated vesting of equity awards, including 100% accelerated vesting of performance-based RSUs at target, increasing the total in the chart above by approximately $1,240,336. |
150% Annual Base Salary | 150% Annual Target Bonus | Medical and Dental Insurance | Value of RSUs | Total | ||||||
Lorenzo A. Flores | $660,000 | $498,300 | $26,919 | $3,228,044 | $4,413,263 | |||||
Vincent L. Tong | $660,000 | $654,375 | $26,919 | $3,779,958 | $5,121,252 | |||||
Emre Önder | $517,500 | $255,830 | $30,299 | $1,393,221 | $2,196,850 | |||||
William Madden | $600,000 | $478,500 | $30,500 | $2,637,049 | $3,746,049 |
▪ | the median of the annual total compensation of all our employees (other than our CEO) was $165,762; and |
▪ | the annual total compensation of our CEO for purposes of this calculation was $4,652,905. |
▪ | In determining our employee population, we considered the individuals, excluding our CEO, who were employed by us and our consolidated subsidiaries on March 31, 2018 (the last day of fiscal 2018), whether employed on a full-time, part-time or temporary basis. We did not include any contractors or other non-employee workers in our employee population. |
▪ | As of March 31, 2018, our employee population consisted of approximately 4,100 individuals, including approximately 2,100 individuals located outside of the United States. |
▪ | To identify the “median employee,” we compared the annual base salary or wages, as applicable, of each employee as of March 31, 2018, the target annual incentive compensation award of each employee for fiscal 2018 and the grant date fair value of each employee’s equity award (if any) granted in fiscal 2018 as the most appropriate measure of compensation. Target incentive compensation represents a fixed measure of each employee’s compensation arrangements that is not subject to fluctuation as a result of financial or operational performance in a given year. |
▪ | For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the applicable exchange rates in effect on March 1, 2018. For permanent employees hired during fiscal 2018, we annualized their compensation as if they had been employed for the entire measurement period. |
▪ | Mr. Peng succeeded Mr. Gavrielov as our President and Chief Executive Officer on January 29, 2018. As permitted by Item 402(u) of Regulation S‑K, we chose to use the annual total compensation of Mr. Peng, who was serving as our Chief Executive Officer on March 31, 2018, to calculate our pay ratio. Because we have annualized his compensation for purposes of this disclosure, based on his base salary and cash incentive compensation levels after he became CEO, Mr. Peng’s annual total compensation for purposes of the pay ratio calculation is greater than the total compensation as reported for him in our Fiscal 2018 Summary Compensation Table. |
Name and Position | Dollar Value ($) | Number of Shares | ||||
Victor Peng | 10,544 | 435 | ||||
President and Chief Executive Officer (1) | ||||||
Lorenzo A. Flores | 10,568 | 436 | ||||
Executive Vice President and Chief Financial Officer | ||||||
William Madden | 10,568 | 436 | ||||
Senior Vice President, Hardware and Systems Product Development | ||||||
Emre Önder | — | — | ||||
Senior Vice President, Product and Vertical Marketing | ||||||
Vincent L. Tong | 10,568 | 436 | ||||
Executive Vice President, Global Operations and Quality | ||||||
Moshe N. Gavrielov | 10,568 | 436 | ||||
Former President and Chief Executive Officer (2) | ||||||
Steven L. Glaser (3) | — | — | ||||
Former Senior Vice President, Corporate Strategy and Marketing | ||||||
All current executive officers, as a group | 63,384 | 2,615 | ||||
All current directors who are not executive officers, as a group (4) | N/A | N/A | ||||
All employees, including all current officers who are not executive officers, as a group | 19,220,202 | 915,295 |
(1) | During most of fiscal 2018, Mr. Peng served as our Chief Operating Officer. |
(2) | Mr. Gavrielov retired as President and CEO in January 2018; he is included as a “named executive officer” for fiscal 2018 as required by SEC Rules. |
(3) | Mr. Glaser stepped down as Senior Vice President, Corporate Strategy and Marketing in January 2018; he is included as a "named executive officer" for fiscal 2018 as required by SEC rules. |
(4) | Non-employee directors are not eligible to participate in the ESPP. |
Plan Term: | January 1, 2007 to December 31, 2023. | |
Eligible Participants: | Employees, consultants and non-employee directors of Xilinx and its subsidiaries. | |
Shares Authorized: | As of March 31, 2018, a total of 45,900,000 shares of common stock were authorized for issuance under the 2007 Equity Plan, of which approximately 11,342,436 remained available for future grant. If the stockholders approve this proposal, an additional 3,000,000 shares will become available for future grants, subject to adjustment to reflect stock splits and similar events. | |
Awards Authorized: | Non-qualified and incentive stock options | |
Restricted stock awards | ||
Restricted stock units (RSUs) | ||
Stock appreciation rights (SARs) | ||
Award Limits: | A participant may receive in any calendar year: | |
• No more than 4,000,000 shares subject to options or SARs | ||
• No more than 2,000,000 shares subject to awards other than options and SARs | ||
• No more than $6,000,000 subject to awards that may be settled in cash | ||
Non-Employee Director Award Limit: | No non-employee director may receive in any fiscal year awards having an aggregate grant date fair value that, when taken together with any cash fees paid to the director in the same fiscal year, exceeds $750,000. | |
Award Term: | Stock options and SARs must expire no more than seven years from the date of grant. | |
Exercise Price: | The per share exercise price of stock options or SARs may not be less than 100% of the fair market value of a share of our common stock on the date of grant. | |
Repricing Restricted: | Repricing of out-of-the-money options or SARs, whether by directly lowering the exercise price, by canceling an option or SAR in exchange for a new option or SAR having a lower exercise price, or by substituting a full value award in place of the option or SAR is not permitted without stockholder approval. | |
Minimum Vesting: | Awards must have service-based or performance-based vesting. Service-vesting awards may not vest earlier than one year after grant, and performance-vesting awards must have a performance period of at least one year. Exceptions are provided for up to 5% of the maximum number of shares issuable under the 2007 Equity Plan or in the case of a participant’s death or disability or a change of control of the Company. | |
Dividend Payment Restriction: | Dividends otherwise payable on shares subject to vesting conditions may not be paid until the vesting conditions are satisfied. | |
Key Metrics | FY2018 | FY2017 | FY2016 | 3-Year Average (FY2016-2018) | |||||||||
Shares subject to awards granted (1) | 3.7 million | 3.4 million | 3.1 million | 3.4 million | |||||||||
Gross burn rate (2) | 1.49 | % | 1.35 | % | 1.20 | % | 1.34 | % | |||||
ISS adjusted burn rate (3) | 4.50 | % | 3.40 | % | 3.00 | % | 3.61 | % | |||||
Potential dilution at fiscal year end (4) | 7.35 | % | 7.76 | % | 8.11 | % | 7.74 | % | |||||
Overhang at fiscal year end (5) | 2.81 | % | 2.82 | % | 3.09 | % | 2.91 | % | |||||
Total weighted-average number of shares outstanding during applicable period | 249.6 million | 252.3 million | 257.2 million | 253.0 million | |||||||||
ISS full value award multiplier | 3.0 | 2.5 | 2.5 | 2.7 | |||||||||
(1) | Reflects the total number of shares subject to equity awards granted during fiscal years 2018, 2017, and 2016, and the average for the three fiscal years ending with fiscal 2018. | ||||||||||||
(2) | Reflects the total number of shares subject to equity awards granted during the applicable period divided by the total weighted-average number of shares outstanding during the applicable period. | ||||||||||||
(3) | Calculated in accordance with ISS-prescribed methodology by dividing the total number of shares subject to equity awards granted during the applicable period, adjusted by a premium applied to full value awards, by the total weighted-average number of shares outstanding during the applicable period. The ISS full value award multipliers applied are 2.5 for fiscal 2016, 2.5 for fiscal 2017 and 3.0 for fiscal 2018. | ||||||||||||
(4) | Represents potential dilution calculated by dividing (i) the sum of (x) the number of shares subject to equity awards outstanding at the end of the applicable period and (y) the number of shares available for the future grant of equity awards under the 2007 Equity Plan as of the end of the applicable period by (ii) the weighted-average number of shares outstanding during the applicable period. | ||||||||||||
(5) | Calculated by dividing the number of shares subject to equity awards outstanding at the end of the applicable period by the weighted-average number of shares outstanding during the applicable period. |
Name and Position | Dollar Value ($) | Number of Units | |
Victor Peng | — | — | |
President and Chief Executive Officer (1) | |||
Lorenzo A. Flores | — | — | |
Executive Vice President and Chief Financial Officer | |||
William Madden | — | — | |
Senior Vice President, Hardware and Systems Product Development | |||
Emre Önder | — | — | |
Senior Vice President, Product and Vertical Marketing | |||
Vincent L. Tong | — | — | |
Executive Vice President, Global Operations and Quality | |||
Moshe N. Gavrielov | — | — | |
Former President and Chief Executive Officer (2) | |||
Steven L. Glaser (3) | — | — | |
Former Senior Vice President, Corporate Strategy and Marketing | |||
All current executive officers, as a group | — | ||
All current directors who are not executive officers, as a group | —(4) | —(4) | |
All employees, including all current officers who are not executive officers, as a group | — | — |
(1) | During most of fiscal 2018, Mr. Peng served as our Chief Operating Officer. |
(2) | Mr. Gavrielov retired as President and CEO in January 2018; he is included as a “named executive officer” for fiscal 2018 as required by SEC Rules. |
(3) | Mr. Glaser stepped down as Senior Vice President, Corporate Strategy and Marketing in January 2018; he is included as a “named executive officer” for fiscal 2018 as required by SEC rules. |
(4) | On the date of the 2018 Annual Meeting, each non-employee director continuing in office following the meeting automatically will be granted a number of RSUs determined by dividing $200,000 by the average of the closing prices of the Company’s common stock on each of the trading days occurring during the three calendar months preceding that date. |
Name and Position | Amount of Options | |||
Victor Peng | 355,000 | |||
President and Chief Executive Officer (1) | ||||
Lorenzo A. Flores | 87,250 | |||
Executive Vice President and Chief Financial Officer | ||||
William Madden | 155,250 | |||
Senior Vice President, Hardware and Systems Product Development | ||||
Emre Önder | — | |||
Senior Vice President, Product and Vertical Marketing | ||||
Vincent L. Tong | 246,250 | |||
Executive Vice President, Global Operations and Quality | ||||
Moshe N. Gavrielov | 1,450,000 | |||
Former President and Chief Executive Officer (2) | ||||
Steven L. Glaser | 45,000 | |||
Former Senior Vice President, Corporate Strategy and Marketing (3) | ||||
All current executive officers, as a group | 979,970 | |||
All current directors who are not executive officers, as a group | 54,000 | |||
All employees, including all current officers who are not executive officers, as a group | 9,341,609 |
(1) | During most of fiscal 2018, Mr. Peng served as our Chief Operating Officer. |
(2) | Mr. Gavrielov stepped down as President and CEO in January 2018; he is included as a “named executive officer” for fiscal 2018 as required by SEC Rules. |
(3) | Mr. Glaser stepped down as Senior Vice President, Corporate Strategy and Marketing in January 2018; he is included as a “named executive officer” for fiscal 2018 as required by SEC rules. |
2015 | 2014 | 2018 | 2017 | ||||||||||||
Audit Fees | $ | 2,640,578 | $ | 2,870,800 | $ | 3,423,692 | $ | 2,678,361 | |||||||
Audit-Related Fees | — | — | — | — | |||||||||||
Tax Fees | 315,195 | 296,000 | $ | 116,000 | $ | 241,000 | |||||||||
All Other Fees | — | — | — | — | |||||||||||
Total | $ | 2,955,773 | $ | 3,166,800 | $ | 3,539,692 | $ | 2,919,361 |