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General

This Proxy Statement is being furnished to holders of common stock, par value $0.001 per share (the “Common Stock”), of Monolithic Power Systems, Inc., a Delaware corporation (the “Company” or “MPS”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, June 13, 201910, 2021 at 10:00 a.m., Pacific Daylight Time, and at any adjournment or postponement thereof for the purpose of considering and acting upon the matters set forth herein.  

TheThis year’s Annual Meeting will be held at our principal executive office located at 4040 Lake Washington Boulevard NE, Suite 201, Kirkland, Washington 98033. The telephone number at that location is (425) 296-9956.a virtual meeting. You will not be able to attend the meeting in person. Please follow the instructions carefully on how to access and attend the virtual meeting in the “Annual Meeting Attendance” section below.

Internet Availability of Proxy Materials

Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice Regarding the Availability of Proxy Materials (the “Notice”) to certain of our stockholders of record, and upon request, we will send a paperprinted copy of the proxy materials and proxy card to other stockholders of record.card. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. Stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to request a printed copy by mail or electronically may be found on the Notice and on the website referred to in the Notice, including an option to request paper copies on an ongoing basis. We intend to make this Proxy Statement available on the Internet at www.monolithicpower.com, and to mail the notice,Notice or to mail the Proxy Statement andother proxy card,materials, as applicable, on or about May 3, 2019April 30, 2021 to all stockholders of record at the close of business on April 16, 201919, 2021 (the “Record Date”).

Record Date; Outstanding Shares

Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. These stockholders are entitled to cast one vote for each share of Common Stock held as of the Record Date on all matters properly submitted for the vote of stockholders at the Annual Meeting. On the Record Date, 43,036,45045,737,000 shares of Common Stock were issued and outstanding. No shares of our Preferred Stock were issued and outstanding. For information regarding security ownership by management, directors, and beneficial owners of more than 5% of the Common Stock, see the section ““Security Ownership of Certain Beneficial Owners and Management.”

Procedure for Submitting Stockholder Proposals

Requirements for stockholder proposals to be considered for inclusion in our proxy materials. Proposals of stockholders which are to be presented by such stockholders at our 20202022 annual meeting of stockholders must meet the stockholder proposal requirements contained in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and must be received by us no later than January 3, 2020December 31, 2021 in order that they may be included in the proxy statement and form of proxy relating to that meeting. Such stockholder proposals should be submitted to Monolithic Power Systems, Inc., 40405808 Lake Washington Boulevard NE, Suite 201, Kirkland, Washington 98033, Attention: Corporate Secretary. No such stockholder proposals were received by us prior to the deadline for this year’s Annual Meeting.

Requirements for stockholder proposals to be brought before an annual meeting but not included in our proxy materials. If a stockholder wishes to present a proposal at our 20202022 annual meeting of stockholders, and the proposal is not intended to be included in our proxy statement relating to that meeting, the stockholder must give advance notice to us prior to the deadline for such meeting as determined in accordance with our Amended and Restated Bylaws (the “Bylaws”) (which are attached as Exhibit 3.4 to our Form S-1/A Registration Statement filed with the SEC on November 15, 2004). Under our Bylaws, in order to be deemed properly presented, notice of proposed business must be delivered to or mailed and received by our Corporate Secretary at our principal executive office not fewer than 90 or more than 120 calendar days before the one-year anniversary of the date on which we first mailed the proxy statement to stockholders in connection with the previous year’s annual meeting of stockholders (the “Notice Period”). As a result, the Notice Period for our 20202022 annual meeting will begin on January 3, 2020December 31, 2021 and end on February 3, 2020.January 30, 2022.  However, in the event the date of the 20202022 annual meeting will be changed by more than 30 days from the date of this year’s meeting, notice by the stockholder to be timely must be so received not later than the close of business on the later of: (1) 90 calendar days in advance of the 20202022 annual meeting and (2) 10 calendar days following the date on which public announcement of the date of the 20202022 annual meeting is first made. A stockholder’s notice to our Corporate Secretary shall set forth as to each matter the stockholder proposes to bring before the 20202022 annual meeting: (a) a brief description of the business desired to be brought before the 20202022 annual meeting and the reasons for conducting such business at the 20202022 annual meeting, (b) the name and address, as they appear on our books, of the stockholder proposing such business, (c) the class and number of shares of Common Stock that are beneficially owned by the stockholder, (d) any material interest of the stockholder in such business, and (e) any other information that is required to be provided by the stockholder pursuant to Regulation 14A of the 1934 Act, in his or her capacity as a proponent to a stockholder proposal. If a stockholder gives notice of such a proposal after the Notice Period, the stockholder will not be permitted to present the proposal to the stockholders for a vote at the 20202022 annual meeting.

Annual Meeting Attendance

Attendance:

After careful consideration, in light of the on-going developments related to the COVID-19 pandemic and governmental decrees that in-person gatherings be restricted, and in the best interests of public health and the health and safety of our stockholders, the Board and employees, the Annual Meeting will be held solely by remote communication. You will not be able to attend the meeting in person. Stockholders as of the close of business on the Record Date who duly registered to attend the Annual Meeting will be able to listen to the webcast, vote their shares and submit questions during the virtual meeting. Information to access the Annual Meeting is as follows:

We encourage you to access the Annual Meeting ten minutes prior to the start time for the check-in.

Registration Process:

Stockholders of record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered, with respect to those shares, the stockholder of record. As a stockholder of record, you are already registered for the virtual meeting and will be able to listen to the webcast, vote and submit questions during the meeting. Questions pertinent to meeting matters and that are submitted in accordance with our rules of conduct for the Annual Meeting will be answered during the meeting, subject to applicable time constraints.

Beneficial owners. If you hold your shares through a broker, bank, trust or other nominee, you must register in advance in order to vote and submit questions during the virtual meeting. Alternatively, you may join the meeting as a guest and listen to the webcast without advance registration. As a guest, you will not be able to vote or submit questions during the meeting.

To register in advance, you must obtain a legal proxy from the broker, bank, trust or other nominee that holds your shares giving you the right to vote the shares. You must submit proof of the legal proxy reflecting our holdings, along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 2:00 p.m., Pacific Time, on June 4, 2021. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration can be made in the following methods:

Voting

Voting prior to the Annual Meeting. If you are the record holder of your stock, you have three options for submitting your votes prior to the Annual Meeting:

If you have Internet access, we encourage you to record your vote on the Internet. It is convenient, and it saves us significant postage and processing costs. In addition, when voting over the Internet or by telephone prior to the meeting date, your vote is recorded immediately, and there is no risk that postal delays will cause your vote to arrive late, and therefore not be counted. All shares entitled to vote and represented by properly executed proxy cards or properly granted proxies submitted electronically over the Internet or telephone received prior to the Annual Meeting, and not revoked, will be voted at the Annual Meeting in accordance with the instructions provided.  If no instructions are indicated, the shares represented by that proxy will be voted as recommended by the Board. If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxies and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any matters other than the proposals described herein will be raised at the Annual Meeting.  If your shares are held in a stock brokerage account or by a bank, trust or other nominee, you will receive a notice from your broker, bank, trust or other nominee that includes instructions on how to vote your shares. Your broker, bank, trust or other nominee will allow you to deliver your voting instructions over the Internet and may also permit you to submit your voting instructions by telephone.

YOUR VOTE IS IMPORTANT.  You should submit your proxy even if you plan to attend the Annual Meeting.

Voting by attendingAttending the Annual Meeting. A stockholderThis year’s Annual Meeting will be a virtual meeting. Stockholders of record may also vote his or her shares in person atand beneficial owners as of the Annual Meeting.  A stockholder planningclose of business on the Record Date who duly registered to attend the Annual Meeting should bring proof of identification for entrancewill be able to listen to the Annual Meeting. If a stockholder of record attendswebcast and vote their shares during the virtual meeting. Please follow the instructions carefully on how to access and attend the virtual meeting, and vote in the “Annual Meeting he or she may also submit his or her vote in person, and anyAttendance” section of this Proxy Statement.

Any previous votes that were submitted by the stockholder, whether by Internet, telephone or mail, will be superseded by the vote that such stockholder casts at the Annual Meeting. If you wish to attend the Annual Meeting in person but you hold your shares through a broker, bank, trust or other nominee, you must bring proof of your ownership to the Annual Meeting. For example, you could bring an account statement showing that you beneficially owned shares of our Common Stock as of the Record Date as acceptable proof of ownership. You must also contact your broker, bank, trust or other nominee, and follow its instructions in order to vote your shares at the Annual Meeting. You may not vote your shares at the Annual Meeting unless you have first followed the procedures outlined by your broker, bank, trust or other nominee.

Changing vote; revocabilityRevocability of proxy. Any proxy given by a stockholder of record pursuant to this solicitation may be revoked by the person giving it at any time before it is voted at the Annual Meeting. Proxies submitted by stockholders of record may be revoked by:

Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or should be sent so as to be delivered to Monolithic Power Systems, Inc., 40405808 Lake Washington Boulevard NE, Suite 201, Kirkland, Washington 98033, Attention: Corporate Secretary, prior to the date of the Annual Meeting.

If you hold your shares through a broker, bank, trust or other nominee, you may change your vote by submitting new voting instructions to your broker, bank, trust or other nominee.

Neither Delaware law nor our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Annual Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.

Expenses of Solicitation

We will bear all expenses of this solicitation, including the cost of preparing and mailing this solicitation material.  We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of Common Stock for their reasonable expenses in forwarding solicitation material to such beneficial owners.  Our directors, officers and employees may also solicit proxies in person or by telephone, letter, e-mail or other means of communication. Such directors, officers and employees will not be additionally compensated, but they may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. If we hire a professional proxy solicitation firm, we expect our costs for such services would be approximately $10,000.

Quorum; Required Votes; Abstentions; Broker Non-Votes

Holders of a majority of the outstanding shares entitled to vote must be present at the Annual Meeting in order to have the required quorum for the transaction of business.  Stockholders are counted as present at the meetingAnnual Meeting if they: (1) are present in personduly registered to attend and vote their shares at the Annual Meeting, or (2) have properly submitted a proxy card by mail or voted by telephone or by using the Internet.  If the shares present at the Annual Meeting do not constitute the required quorum, the Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.

The required votes to approve the proposals to be considered at this Annual Meeting are as follows:

Under the General Corporation Law of the State of Delaware, both abstaining votes and broker non-votes are counted as present and entitled to vote and are, therefore, included for purposes of determining whether a quorum is present at the Annual Meeting. An abstaining vote is not counted as a vote cast for the election of directors, but has the same effect as a vote cast against each of the other proposals requiring approval by a majority of the shares of stock entitled to vote thereon which are present in person via attendance at the Annual Meeting or represented by proxy at the Annual Meeting, such as the ratification of our independent registered public accounting firm.Meeting. 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 item and has not received instructions from the beneficial owner. A broker non-vote is not counted as a vote cast forwill have no effect on the electionoutcome of directors or as being present and entitled to vote for proposals requiring approval by a majority of the shares of stock entitled to vote thereon which are present in person or represented by proxy at the Annual Meeting and, therefore, does not have the effect of a vote against such proposals. For purposes of ratifying our independent registered public accounting firm, brokers have discretionary authority to vote.

Stockholder List

A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting during ordinary business hours at 4040at: 5808 Lake Washington Boulevard NE, Suite 201, Kirkland, Washington 98033 for the ten days prior to the Annual Meeting, and also at the Annual Meeting.

PROPOSAL ONE

ELECTION OF DIRECTORS

Classified Board of Directors; Nominees

The Board currently consists of six members. Under our certificateCertificate of incorporationIncorporation and bylaws,Bylaws, the Board has the authority to set the number of directors from time to time by resolution. In addition, our certificateCertificate of incorporationIncorporation provides for a classified Board consisting of three classes of directors, each serving staggered three-year terms.  As a result, a portion of the Board will be elected each year for three-year terms.

Two Class IIIII directors are to be elected to the Board at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the Board’s nominees,, Herbert Chang Eugen Elmiger and Michael HsingJeff Zhou. Mr. ChangElmiger and Mr. HsingZhou are standing for re-election to the Board. Each person nominated for election has agreed to serve if elected, and the Board has no reason to believe that any nominee will be unavailable or will decline to serve. In the event, however, that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the current Board to fill the vacancy. The term of office of each person elected as a Class IIIII director will continue for three years or until his successor has been duly elected and qualified.  If elected, the term for Mr. ChangElmiger and Mr. HsingZhou will expire at the 20222024 annual meeting of stockholders.

Our directors are elected by a “plurality” vote. The nominees for each of the two Board seats to be voted on at the Annual Meeting receiving the greatest number of votes cast will be elected. Abstentions and shares held by brokers that are not voted in the election of directors will have no effect. In addition, we have adopted a corporate governance policy requiring each director nominee to submit a resignation letter if more “Withheld” than “For” votes are received. See the section ““Director Voting Policy”Policy” for more details on this policy.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR”“FOR” THE ELECTION TO THE BOARD OF EACH OF THE PROPOSED NOMINEES.

Information Regarding Nominees and Other Directors

The following table summarizes certain information regarding the nominees and other directors:

Nominees for Class II Directors Whose Term Will Expire in2021

Eugen Elmiger has served on our Board since October 2012. Mr. Elmiger currently serves as Chief Executive Officer of Maxon group, a leading advanced motion company, a position that he has held since January 2011. Mr. Elmiger currently serves on the Board of Directors of Kardex, a global leader in automated storage solutions and material handling systems. Mr. Elmiger holds a B.S. in Electrical Engineering from the Lucerne (Horw) University of Applied Science and Art.

Jeff Zhou has served on our Board since February 2010. Dr. Zhou is a retired business executive. Before his retirement, Dr. Zhou served as Executive Vice Chairman of MiaSolé, which develops thin film solar technology, a position he held from 2018 to 2019. Dr. Zhou served as Chief Executive Officer of MiaSolé from 2013 to 2018. Before joining MiaSolé, Dr. Zhou was President of Hanergy Holding America, Inc., a developer and operator of solar power plants, from 2012 to 2013. Dr. Zhou also served as Executive Chairman of Alta Devices, a developer of flexible mobile power technology, from 2014 to 2015. Dr. Zhou holds a Ph.D. degree in Electrical Engineering from the University of Florida.

Incumbent Class III Directors Whose Term Will Expire in 20192022

Michael Hsing has served on our Board and as our President and Chief Executive Officer since founding MPS in August 1997. Prior to founding MPS, Mr. Hsing was a Senior Silicon Technology Developer at several analog integrated circuits (“IC”) companies, where he developed and patented key technologies, which set new standards in the power electronics industry. Mr. Hsing is an inventor on numerous patents related to the process development of bipolar mixed-signal semiconductor manufacturing. Mr. Hsing holds a B.S.E.E. from the University of Florida.

Herbert Changhas served on our Board since September 1999. SinceFrom March 2014 until December 2019, Mr. Chang has beenwas the general manager of Mutto Optronics Corporation, an OEM/ODM knife manufacturer listed in on the Taiwan OTC. Mr. Chang iswas also a Managing Member of Growstar Associates, Ltd., which was the General Partner and the Fund Manager of VCFA Growth Partners , L.P. from 2007 to 2013 and iswas the Chief Executive Officer of C Squared Management Corporation. Mr. Chang’s companies focus on investing in companies in the semiconductor, telecommunications, networking software, and/or Internet industries. Mr. Chang was the President of InveStar Capital, Inc. from April 1996 until 2015 and serves on the board of directors of a number of private companies. Mr. Chang received a B.S. in geology from National Taiwan University and an M.B.A. from National Chiao Tung University in Taiwan.

Incumbent Class I Directors Whose Terms Will Expire in 20202023

Victor K. Leehas served on our Board since September 2006. Mr. Lee was a member of the board of directors at MoSys, Inc., a fabless semiconductor company from June 2012 to June 2016. Mr. Lee served as Chief Financial Officer of Ambarella, Inc., a fabless semiconductor company, from August 2007 to March 2011. From December 2002 through June 2007, Mr. Lee served as Chief Financial Officer and Secretary of Leadis Technology Inc., a fabless semiconductor company. From December 1999 to January 2001, Mr. Lee served as the Chief Financial Officer and Secretary of SINA Corporation, an Internet media company. From September 1998 to August 1999, Mr. Lee was the Vice President and Acting Chief Financial Officer of VLSI Technology, Inc., a semiconductor manufacturer, and from 1997 to 1998, Vice President, Corporate Controller of VLSI Technology, Inc. From 1989 to 1997, Mr. Lee was a finance director at Advanced Micro Devices, Inc. Mr. Lee holds a B.S. in Industrial Engineering and Operations Research and an M.B.A. from the University of California, Berkeley.

James C. Moyerhas served on our Board since October 19981998. Mr. Moyer is a retired business executive and served as our Chief Design Engineer from September 1997 tountil his retirement from MPS in January 2016. Before joining MPS, from June 1990 to September 1997, Mr. Moyer held senior technical positions at Micrel, Inc. Prior to that, Mr. Moyer held senior design engineering positions at Hytek Microsystems Inc., National Semiconductor Corporation, and Texas Instruments Inc. Mr. Moyer holds a B.A.E.E. from Rice University. 

Incumbent Class II Directors Whose Term Will Expire in 2021

Eugen Elmiger has served on our Board since October 2012.  Mr. Elmiger currently serves as Chief Executive Officer of Maxon group, a leading advanced motion company, a position that he has held since January 2011.  From 1991 to 2011, Mr. Elmiger held senior executive positions in the sales, marketing and engineering divisions of Maxon motor. Mr. Elmiger holds a B.S. in Electrical Engineering from the Lucerne (Horw) University of Applied Science and Art.

Dr. Jeff Zhou has served on our Board since February 2010. Dr. Zhou currently serves as the Executive Vice Chairman of Miasolé, which develops thin film solar technology, a position he has held since 2018. Dr. Zhou served as the Chief Executive Officer of MiaSolé from 2013 to 2018.  Dr. Zhou also served as Executive Chairman of Alta Devices, a developer of flexible mobile power technology, from 2014 to 2015. Before joining MiaSolé, Dr. Zhou was President of Hanergy Holding America, Inc., a developer and operator of solar power plants, from 2012 to 2013. Dr. Zhou was Vice President of Product Engineering of Nanosolar, Inc., a developer of solar power technology, from 2011 to 2012. Dr. Zhou was Chief Operating Officer at NDS Surgical Imaging, a medical imaging technology company, during 2010. From 2008 to 2009, Dr. Zhou was Vice President of Global Engineering and General Manager of Asia Pacific Business at NDS Surgical Imaging.  From 2005 to 2007, Dr. Zhou was Vice President of Engineering for several business divisions and General Manager of the China and India Design Centers at Flextronics Inc. From 2000 to 2005, Dr. Zhou was Vice President and General Manager of several divisions at Honeywell International Inc. Dr. Zhou holds a Ph.D. degree in Electrical Engineering from the University of Florida.

There is no family relationship among any of our executive officers, directors and nominees.

Appointment of a Female Director in 2021

We believe diversity drives innovation and is key to our success. Currently, the Board consists of members with a wide variety of skills, industry experiences and backgrounds. We are committed to diversity and inclusion at every level of MPS, including the Board. Our Nominating Committee has been actively recruiting a female Board member, with the assistance of the full Board, our management team and a retained search firm. We believe a diverse, balanced and cohesive Board is critical in facilitating strong oversight, as well as supporting the achievement of MPS’s objectives, including its strategic priorities to improve long-term operational and financial performance and enhance stockholder interests. Our philosophy ensures each Board member’s individual interests are represented and their perspectives and opinions are valued. To accomplish this goal, the Board believes it is important to conduct in-person meetings (in addition to virtual meetings) in order to have the necessary interactions to evaluate the candidates, review their qualifications thoroughly, build trust and develop a strong relationship with existing Board members. This important process has been made more challenging by the COVID-19 pandemic, as the majority of candidates considered to date and many of our Board members are located in Asia and Europe where there are strict travel restrictions and shelter-in-place orders. We recognize the importance of moving the recruiting process forward and are taking practical steps to reach the final stage. The Board is fully committed to completing its search to appoint one female Board member before the end of 2021.

Race/Ethnic Composition

Currently, 67% of our directors are Asian and 33% are White.

Director Independence

At least annually, the Nominating Committee reviews the independence of each non-employee director and makes recommendations to the Board, and the Board affirmatively determines whether each director qualifies as independent. Each director must keep the Nominating Committee fully and promptly informed as to any development that may affect the director’s independence. The Board has determined that each of Herbert Chang, Eugen Elmiger, Victor K. Lee, James C. Moyer and Jeff Zhou are “independent” under the applicable listing standards of The NASDAQ Stock Market.

Director Qualifications

Our Board includes six members who are well-qualified to serve on the Board and represent our stockholders’ best interests. Our Board consists of directors who have the following characteristics:

We believe that each of the director nominees and the rest of the directors possess these attributes. In addition, the directors bring to the Board a breadth of experience, including extensive financial and accounting expertise, public company board experience, knowledge of the semiconductor business and technology, broad global experience, and extensive operational and strategic planning experience, and the ability to assess and manage business risks, including risks related to cybersecurity and information security, in complex, high-growth global companies. The Board and the Nominating Committee believe the skills, qualities, attributes, experience and diversity of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our evolving needs and represent the best interests of our stockholders.

The following describes the key qualifications, business skills, experience and perspectives that each of our directors and director nominees brings to the Board, in addition to the general qualifications described above and described in their individual biographies:

Board Leadership Structure

The Board currently consists of six members, five of which the Board has determined are independent. 

Leadership Structure. Our current leadership structure and governing documents permit the roles of Chairman and Chief Executive Officer to be filled by the same or different individuals. The Board has currently determined that it is in the best interests of MPS and our stockholders to have Michael Hsing, our President and Chief Executive Officer, serve as Chairman, coupled with an active Lead Independent Director. As such, Mr. Hsing holds the position of Chairman, President and Chief Executive Officer, and the Board has designated one of the independent directors, Mr. Herbert Chang, as the Lead Independent Director. Our Lead Independent Director becauseis appointed by the Board on an annual basis. The Board believes our Presidentleadership structure, with its strong emphasis on Board independence, an active Lead Independent Director, and Chief Executive Officer, Mr. Hsing, also serves as the Chairman of the Board. We believe that the number of independent, experienced directors that make up ourstrong Board along with the independentand committee involvement, provides sound and robust oversight of our Lead Director, benefits usmanagement, and our stockholders by providingprovides a counterbalance to the management perspective provided by Mr. Hsing during Board deliberations. 

The Board considers and discusses the leadership structure every year. As part of this evaluation process, the Board reviews its leadership structure and whether combining or separating the roles of Chairman and CEO is in the best interests of the Company and our stockholders. The Board also considers:

Should the Board determine that it remains in the best interests of the Company and its stockholders that the Chief Executive Officer serve as Chairman, the independent members of the Board then elect a Lead Independent Director.

We recognize that different board leadership structures may be appropriate for different companies. We believe that our current Board leadership structure is optimal for us. Our leadership structure demonstrates to our employees, suppliers, customers, stockholders and other stakeholders that we are governed by strong, balanced leadership, with a single person setting the tone and consistent message for the Board and management and having primary responsibility for managing our day-to-day operations.operations, with appropriate oversight and direction from our Lead Independent Director and other independent directors. This message is increasingly important as we continue to seek to achieve business success through new product releases and gaining market share in our industry. At the same time,We also believe that our leadership structure sends the message that we also value strong, independent oversight of our management operations and decisions in the form of our Lead Independent Director. Further, having a single leader for both MPS and the Board eliminates the potential for strategic misalignment or duplication of efforts, and provides clear leadership for us.

Benefits of Combined Leadership Structure. The Board believes that MPS and our stockholders have been best served by having Mr. Hsing in the role of Chairman and Chief Executive Officer for the following reasons:

Lead Independent Director Responsibilities. As discussed above, the positions of Chairman of the Board, President and Chief Executive Officer are held by Mr. Hsing, and the Board has appointed a Lead Independent Director, Mr. Chang.  Mr. Chang’s roles and responsibilities as the Lead Independent Director include:

Our independent directors meet in executive session during a portion of every regularly scheduled Board meeting, and otherwise as needed. Our Lead Independent Director presides over meetings of our independent directors and we believe that these meetings help to ensure an appropriate level of independent scrutiny of the functioning of the Board. 

Board Oversight of Risk

The Board is primarily responsible for the oversight of risks that could affect MPS. Our senior management team, which conducts our day-to-day risk management, is responsible for assisting the Board with its risk oversight function.  ThisThe Board believes that a fundamental part of risk management is understanding the risks that we face, monitoring these risks, and adopting appropriate controls and mitigation activities for such risks. We believe that the risk management areas that are fundamental to the success of our enterprise include the areas of product development, supply and quality, sales and promotion, and business development, as well as protecting our assets (financial, intellectual property, and information, including cybersecurity), all of which are managed by senior executive management reporting directly to our Chief Executive Officer. Our Board members have extensive experience in risk oversight arising from their current or prior experience as a Chief Executive Officer, Chief Financial Officer, other senior leadership position or board member of other companies, with responsibility for risk oversight obligations. As such, the Board believes that its members are qualified and experienced at identifying and addressing risk throughout MPS’s operations.

The Board’s oversight is conducted principally through committees of the Board, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees, but the full Board has retained responsibility for general oversight of risk. The Board satisfies its responsibility by requiring each committee chair to regularly report regarding the committee’s considerations and actions, as well as by requiring officers responsible for oversight of particular risks within MPS to submit regular reports. As these reports are submitted independent of review by Mr. Hsing, our President, Chief Executive Officer and the Chairman of the Board, the Board believes that itsthe conduct of its risk oversight function has no impact on the Board’s leadership structure other than to reinforce the involvement of the Board in ongoing management of MPS.

In addition to requiring regular reporting from committees and officers, the Board also hears from third-party advisors in order to maintain oversight of risks that could affect us, including our independent auditors, outside counsel, compensation consultants and others. These advisors are consulted on a periodic basis, and as particular issues arise, in order to provide the Board with the benefit of independent expert advice and insights on specific risk-related matters.

At its regularly scheduled meetings, the Board also receives management updates on the business, including operational and environmental, social and governance (“ESG”) issues, financial results, cybersecurity and information security matters, and business outlook and strategy.  These updates enable our Board to discuss enterprise risks with our senior management on a regular basis, including as a part of its annual strategic planning process and annual budget review. For a discussion of the Board’s oversight of our ESG compliance efforts, refer to the section “Corporate Social Responsibility.”

Our Audit Committee also assists the full Board in its oversight of risk by discussing with management our compliance with legal and regulatory requirements, our policies with respect to risk assessment and management of business risks that may affect us, including risks related to information technology and cybersecurity, and our system of disclosure control and system of controls over financial reporting.  Risks related to our company-wide compensation programs are reviewed by our Compensation Committee. For more information on the Compensation Committee’s compensation risk assessment, see the section ““Named Executive Officer Compensation – Compensation Risk Management.” Our Nominating Committee provides compliance oversight and reports to the full Board on compliance and makes recommendations to our Board on corporate governance matters, including director nominees, the determination of director independence, and board and committee structure and membership.

We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing us and that the Board leadership structure supports this approach.

Board Meetings and Committees

The Board held a total of four meetings during 2018,2020, and all directors attended at least 75% of the meetings of the Board and the committees upon which such director served.

Audit Committee. The Board has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the 1934 Act, which currently consists of three members: Herbert Chang, Victor K. Lee and Jeff Zhou. Mr. Lee is the chairman of the Audit Committee. This committee oversees our financial reporting process and procedures, is responsible for the appointment and terms of engagement of our independent registered public accounting firm, reviews our financial statements, and coordinates and approves the activities of our independent registered public accounting firm. The Board has determined that Mr. Lee is an “audit committee financial expert,” as defined under the rules of the SEC, and all members of the Audit Committee are “independent” in accordance with the applicable SEC regulations and the applicable listing standards of NASDAQ. The Audit Committee held four meetings during 2018.2020. The Audit Committee acts pursuant to a written charter adopted by the Board, which is available in the “Investor Relations” section of our website at http://www.monolithicpower.com.  

Compensation Committee. The Board has designated a Compensation Committee consisting of three members: Herbert Chang, Eugen Elmiger and Jeff Zhou. Mr. Zhou is the chairman of the Compensation Committee. This committee is responsible for providing oversight of our compensation policies, plans and benefits programs and assisting the Board in discharging its responsibilities relating to (a) oversight of the compensation of our Chief Executive Officer and other executive officers, and (b) approving and evaluating the executive officer compensation plans, policies and programs of MPS. The committeeCompensation Committee also assists the Board in administering our stock plans and employee stock purchase plan. In 2020, we expanded the role of the Compensation Committee to include the oversight of our ESG practices and compliance efforts with respect to executive compensation policies and programs. All members of the Compensation Committee are “independent” in accordance with the applicable listing standards of NASDAQ. The Compensation Committee held four meetings during 2018.2020. The Compensation Committee acts pursuant to a written charter adopted by the Board, which is available in the “Investor Relations” section of our website at http://www.monolithicpower.com.

Nominating Committee. The Board has designated a Nominating Committee consisting of two members: Herbert Chang and Eugen Elmiger.  Mr. Elmiger is the chairman of the Nominating Committee.  This committee is responsible for the development of general criteria regarding the qualifications and selection of Board members, recommending candidates for election to the Board, developing overall governance guidelines and overseeing the overall performance of the Board. In 2020, we expanded the role of the Nominating Committee to include the oversight of our ESG practices and compliance efforts with respect to human capital management, including company culture, talent development and diversity initiatives. All members of the Nominating Committee are “independent” in accordance with the applicable listing standards of NASDAQ. The Nominating Committee held four meetings in 2018.2020. The Nominating Committee acts pursuant to a written charter adopted by the Board, which is available in the “Investor Relations” section of our website at http://www.monolithicpower.com.

The information contained on our website is not intended to be part of this Proxy Statement and is not incorporated by reference into this Proxy Statement.

Nomination Process

The Board has adopted guidelines for the identification, evaluation and nomination of candidates for director. The Nominating Committee considers the suitability of each candidate, including any candidates recommended by stockholders holding at least 5% of the outstanding shares of our voting securities continuously for at least 12 months prior to the date of the submission of the recommendation for nomination. If the Nominating Committee wishes to identify new independent director candidates for Board membership, it is authorized to retain and approve fees of third party executive search firms to help identify prospective director nominees.  

the Board that our Lead Independent Director interviews each Board candidate.

 

In April 2018, in response to shareholders’stockholders’ feedback, the Board considered and adopted an amendment to the Nominating Committee Charter (available in the “Investor Relations” section of our website at http://www.monolithicpower.com) on the evaluation of prospective candidates. In addition to the minimum qualifications the Nominating Committee has established for director nominees, the Nominating Committee will also consider whether the prospective nominee will foster a diversity of genders, backgrounds, skills, perspectives and experiences in the process of its evaluation of each prospective nominee. The Nominating Committee also focuses on skills, expertise or background that would complement the existing Board, recognizing that our businesses and operations are diverse and global in nature. While there are no specific minimum qualifications for director nominees, the ideal candidate should (a) exhibit independence, integrity, and qualifications that will increase overall Board effectiveness, and (b) meet other requirements as may be required by applicable rules, such as financial literacy or expertise for audit committee members. The Nominating Committee uses the same process for evaluating all nominees, regardless of the original source of the nomination.  After completing its review and evaluation of director candidates, the Nominating Committee recommends to the Board the director nominees for selection. 

 

A stockholder that desires to recommend a candidate for election to the Board should direct such recommendation in writing to Monolithic Power Systems, Inc., 40405808 Lake Washington Boulevard NE, Suite 201, Kirkland, Washington 98033, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and us within the last three years and evidence of the nominating person’s ownership of our stock.  Such stockholder nomination must be made pursuant to the notice provisions set forth in our Bylaws and for each proposed nominee who is not an incumbent director, the stockholder’s notice must set forth all of the information regarding such nominating person and proposed nominee set forth in our Bylaws.

 

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Stockholder Communications

 

The Board has approved a Stockholder Communication Policy to provide a process by which stockholders may communicate directly with the Board or one or more of its members.  You may contact any of our directors by writing to them at c/o Monolithic Power Systems, Inc., 40405808 Lake Washington Boulevard NE, Suite 201, Kirkland, Washington 98033, Attention: Corporate Secretary. Any stockholder communications that the Board is to receive will first go to the Corporate Secretary, who will log the date of receipt of the communication as well as the identity of the correspondent in our stockholder communications log. The Corporate Secretary will review, summarize and, if appropriate, draft a response to the communication in a timely manner. The Corporate Secretary will then forward copies of the stockholder communication to the Board member(s) (or specific Board member(s) if the communication is so addressed) for review, provided that such correspondence concerns the functions of the Board or its committees, or otherwise requires the attention of the Board or its members.

 

Attendance at Annual Meetings of Stockholders by the Board of Directors

 

We do not have a formal policy regarding attendance by members of the Board at our annual meetings of stockholders. In 2018,2020, no Board members attended the Annual Meeting.

 

Code of Ethics and Business Conduct

 

We have adopted a Code of Ethics and Business Conduct, which is applicable to our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. The Code of Ethics and Business Conduct is available in the “Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com. We will disclose on our website any amendment to the Code of Ethics and Business Conduct, as well as any waivers of the Code of Ethics and Business Conduct, that are required to be disclosed by the rules of the SEC or NASDAQ. 

 

Policy on Hedging

We have adopted a policy that prohibits our directors, officers (including our NEOs), and other employees from engaging in hedging or monetization transactions with respect to our stock that they obtained through our plans or otherwise, without prior approval by our Chief Compliance Officer. We also prohibit our directors and officers, including our NEOs, from engaging in any short sales of our stock.

Director Voting Policy

 

The Board has adopted a director voting policy, which can be found in the “Investor Relations – Corporate Governance” section of our website at http://www.monolithicpower.com. The policy establishes that any director nominee who receives more “Withheld” votes than “For” votes in an uncontested election held in an annual meeting of stockholders shall promptly tender his or her resignation. The independent directors of the Board will then evaluate the relevant facts and circumstances and make a decision, within 90 days after the election, on whether to accept the tendered resignation. The Board will promptly publicly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation.

 

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2020 Director Compensation

 

Analysis of 20182020 Compensation Elements

 

For 2018,2020, the Board engaged Radford, an Aon Hewitt company,independent compensation consultant, to review theour non-employee director compensation. In its analysis, Radford gathered the market data onrelating to the size and type of compensation paid by our industry peer group for 20182020 (see the section ““Named Executive Officer Compensation — Peer GroupGroup and Use of Peer Data for 20202018” for more information on the selection of the peer group). Based on its review of the results of this market review and recommendations by Radford, the Board approved the following changes to the compensation changes for our non-employee directors for serviceservices rendered in 2018: (i) increase the annual board retainer fee from $45,000 to $50,000, (ii) increase the lead director fee from $12,000 to $18,000, (iii) increase the Audit Committee chairperson fee from $22,500 to $25,000, and (iv) increase the annual RSU grant to incumbent directors from 140,000 to 175,000. Accordingly, the compensation paid to our non-employee directors for service in 2018 was as follows:2020:

 

Fee Description		Amount
Annual board retainer fee		$50,000
Lead director fee		$18,000
Compensation Committee chairperson fee		$18,000
Compensation Committee membership fee (excluding chairperson)		$8,000
Nominating Committee chairperson fee		$13,500
Nominating Committee membership fee (excluding chairperson)		$6,000
Audit Committee chairperson fee		$25,000
Audit Committee membership fee (excluding chairperson)		$10,500
Initial restricted stock unit (“RSU”) grant to new directors		Number of RSUs equal to $175,000
Annual RSU grant to incumbent directors		Number of RSUs equal to $175,000

Fee Description		FY 2020 ($)			FY 2019 ($)			Change ($)
Annual Board retainer fee			70,000			50,000			20,000
Lead Independent Director fee			20,000			18,000			2,000
Compensation Committee chairperson fee			20,000			18,000			2,000
Compensation Committee membership fee (excluding chairperson)			10,000			8,000			2,000
Nominating Committee chairperson fee			15,000			13,500			1,500
Nominating Committee membership fee (excluding chairperson)			7,500			6,000			1,500
Audit Committee chairperson fee			30,000			25,000			5,000
Audit Committee membership fee (excluding chairperson)			15,000			10,500			4,500
Restricted stock unit (“RSU”) grant value to new directors			200,000			175,000			25,000
Annual RSU grant value to incumbent directors			200,000			175,000			25,000

 

The initial grant of RSUs to new directors vestvests as to 50% of the underlying shares of Common Stock on each of the first and second anniversaries of the date of grant. The annual grant of RSUs to incumbent directors vests as to 100% of the underlying shares of Common Stock on the first anniversary of the date of the grant. All awards will become fully vested in the event of a change in control.

 

All of our non-employee directors are subject to stock ownership guidelines that are described below in the section ““Named Executive Officer Compensation — Compensation Discussion and Analysis — Stock Ownership Guidelines.”

 

The following table sets forth the total compensation paid tofor each non-employee director for serviceservices rendered in 2018.2020. Mr. Hsing, who is our employee, does not receive additional compensation for his services as a director. Mr. Hsing’s compensation as a named executive officer is reflected in the section ““Named Executive Officer Compensation — 2020 Summary Compensation Table.”

 

Name		Fees Earned or Paid in Cash				Stock Awards (1)				Total				Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)				Total ($)
Herbert Chang		$	92,500			$	175,000			$	267,500				122,500				200,000				322,500
Eugen Elmiger		$	71,500			$	175,000			$	246,500				95,000				200,000				295,000
Victor K. Lee		$	75,000			$	175,000			$	250,000				100,000				200,000				300,000
James C. Moyer		$	50,000			$	175,000			$	225,000				70,000				200,000				270,000
Jeff Zhou		$	78,500			$	175,000			$	253,500				105,000				200,000				305,000

 

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(1)

Reflects the aggregate grant date fair value of the awards granted to each director in 2018,2020, computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, which was calculated using the closing price of our Common Stock on February 12, 2020, the date of grant for such awards. Assumptions used in the calculation of these amounts are included in Note 1 and Note 78 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018,2020, filed with the SEC on March 1, 2019.2021.

 

The following table summarizes the number of shares of our Common Stock that are subject to unvested RSU awards held by each of the non-employee directors as of December 31, 2018:2020:

 

Name		Stock Awards (#)
Herbert Chang			1,5901,048
Eugen Elmiger			1,5901,048
Victor K. Lee			1,5901,048
James C. Moyer			1,5901,048
Jeff Zhou			1,5901,048

 

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CORPORATE SOCIAL RESPONSIBILITY

Since MPS was founded in 1997, one of our core values has been to run a responsible and responsive business for the long term. We believe that positive ESG business practices strengthen our company and foster strong relationships with our stockholders, employees, business partners and communities where we operate. We are committed to making our workforce diverse, our business sustainable and our stakeholders engaged by maintaining strong ESG practices and policies, some of which are highlighted below:

Environmental	●	In 2017, we began tracking our greenhouse gas emissions and submitting annual Carbon Disclosure Project reports for our largest facility in Chengdu, China. From 2017 to 2019, while the production volume at our Chengdu facility increased, Scope 1 GHG emissions produced at this location and Scope 2 emissions from our use of purchased electricity increased at a slower rate.
	●	We are ISO 14001 certified and we regularly audit our key manufacturing suppliers’ wafer fabrication and assembly facilities to evaluate and confirm that their social responsibility practices and environmental systems comply with important industry standards.
	●	Our products are shipped in compliance with European RoHS (“Restriction of Hazardous Substances”) legislation and exclude banned substances.
	●	At our largest U.S. facility in San Jose, California, we installed 30,000 square feet of solar panels. In addition, we installed over 26 EV charging stations in San Jose, California and at our corporate headquarters in Kirkland, Washington. We continue to identify other opportunities to implement additional renewable energy projects for our global facilities.
	●	In 2021, we plan to establish, develop and implement a long-term environmental and climate change policy that focuses on hazardous material waste management, greenhouse gas emission, and energy consumption.
Social	●	We participate in the Equal Employment Opportunity-1 (“EEO-1”) survey each year.  As of December 31, 2020, women in engineering/technical and managerial/ supervisor roles comprised approximately 22% and 22%, respectively, of our worldwide workforce, and held approximately 57% of total non-technical roles at MPS. We employ women engineers and technologists at a similar rate as our peers in the semiconductor industry. We continually recruit new talent from a diverse candidate pool.
	●	Our Conflict Minerals Policy prohibits the use of cobalt and other conflict minerals originating from the Democratic Republic of the Congo or adjoining countries. We require this same certification from all our key manufacturing suppliers.
	●	Our Worker Health and Safety Plan is certified to ISO 45001 standards.
	●	In 2020, we established the MPS charitable foundation with the mission to give back to our communities by supporting many non-profit organizations.
	●	Our key manufacturing suppliers are required to sign our Vendor Code of Conduct to certify their compliance with our high standards for conduct. We perform routine audits to ensure their compliance to these standards.
Governance	●	Our Board is committed to strong independent oversight, with a robust Lead Independent Director role. Other than our CEO, all of our directors are independent.
	●	We have regular executive sessions of independent directors.
	●	All independent directors have access to management.
	●	Our Board committees have the authority to retain outside advisors.
	●	We review the Board leadership structure annually and believe it best aligns the interests of MPS and our stockholders.

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	●	We have a director voting policy that provides that any director nominee who receives more “Withheld” votes than “For” votes in an uncontested election held in an annual meeting of stockholders is required to promptly tender his or her resignation.
	●	We have a clawback policy.
	●	We have stock ownership guidelines for our NEOs and directors.
	●	Our Code of Ethics and Business Conduct is consistent with the principles promoted by the Responsible Business Alliance emphasizing compliance, transparency, whistleblower protection and avoidance of any business practices that could contribute to corruption, bribery or conflicts of interest.
	●	Our Code of Social Responsibility outlines standards to ensure safe working conditions, an environment of respect, fairness and dignity for all employees and responsible operations.
	●	We promote Board diversity and are committed to appointing one female Board member before the end of 2021.
	●	We are committed to stockholder engagement. In 2020, we engaged in discussions with the majority of our stockholders.

2020 Highlights

Strengthening the Board’s Role

An increasing focus of the Board is the oversight of our ongoing ESG efforts and their impact on our business, key stakeholders and communities. In 2020, our Board amended the Compensation Committee Charter and the Nominating Committee Charter to reflect their continued commitment to proactively guide our ESG compliance efforts and practices:

Compensation Committee Charter	●	Review and discuss with management our practices with respect to ESG matters.
Nominating Committee Charter	●	Review and discuss with management our practices with respect to human capital management, including company culture, talent development, and diversity and inclusion programs and initiatives.

On a periodic basis, the Board and each committee will provide oversight of management’s ESG compliance efforts by focusing primarily on the following areas:

●

Assessing risks and opportunities and their impact on our operations;

●

Setting measurable company goals, monitoring progress and reviewing status reports;

●

Aligning executive compensation with rigorous performance goals tied to ESG initiatives and metrics;

●

Evaluating management’s ongoing engagement and communications with our stockholders and other key stakeholders; and

●

Ensuring ESG policies and practices align with our overall business strategies.

Increasing ESG-Related Disclosures

As part of our commitment to transparent disclosures on our ESG efforts, we launched an ESG website under the Investors Relations page on our corporate website in 2020. The ESG website provides important information regarding our values, policies and practices in one centralized location. In addition, the website also highlights new initiatives that are relevant and important to our business, and significant progress we have made towards reaching those goals. We encourage you to visit and explore the website at https://www.monolithicpower.com/about-mps/investor-relations/esg-report.html.

We also plan to provide our stockholders an annual update in our proxy statements of our ESG-related initiatives, progress, accomplishment and goals.

Giving Back and Supporting Our Communities

We believe in being an active corporate citizen and making a positive impact on communities where we do business. To undertake our philanthropic duties, we launched the MPS Charitable Foundation, a 501(c)3 organization, in 2020. The mission of this philanthropic arm is to foster and increase the resources of local communities by supporting non-profit organizations that focus on areas such as education, arts, healthcare, food banks and youth programs with monetary contributions or investments. In 2020, we donated approximately $300,000 to organizations including Virginia Mason Hospital, Boys & Girls Clubs of Bellevue, Second Harvest Food Bank, and Palo Alto Medical Foundation. In addition, we pledged $500,000 to the MPS Charitable Foundation.

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Combating COVID-19 Pandemic

In 2020, as part of our efforts to help combat the pandemic and provide the needed resources to the medical community, our engineering team assembled an emergency ventilator inspired by the open-source MIT design to aid in the fight against the pandemic. We applied our expertise in power management and motor controls toward a solution that can safely and easily automate a manual resuscitator when a full ICU ventilator may not be available.

Goals for 2021 and Beyond

Focus on Board Diversity

We believe diversity drives innovation and is key to our success. Currently, the Board consists of members with a wide variety of skills, industry experiences and backgrounds. We are committed to diversity and inclusion at every level of MPS, including the Board. Our Nominating Committee has been actively recruiting a female Board member, with the assistance of the full Board, our management team and a retained search firm. We believe a diverse, balanced and cohesive Board is critical in facilitating strong oversight, as well as supporting the achievement of MPS’s objectives, including its strategic priorities to improve long-term operational and financial performance and enhance stockholder interests. Our philosophy ensures each Board member’s individual interests are represented and their perspectives and opinions are valued. To accomplish this goal, the Board believes it is important to conduct in-person meetings (in addition to virtual meetings) in order to have the necessary interactions to evaluate the candidates, review their qualifications thoroughly, build trust and develop a strong relationship with existing Board members. This important process has been made more challenging by the COVID-19 pandemic, as the majority of candidates considered to date and many of our Board members are located in Asia and Europe where there are strict travel restrictions and shelter-in-place orders. We recognize the importance of moving the recruiting process forward and are taking practical steps to reach the final stage. The Board is fully committed to completing its search to appoint one female Board member before the end of 2021.

Commitment to Environmental Initiatives

We take environmental stewardship seriously, and the Board recognizes the opportunities and importance of implementing measures to reduce our overall impact on the environment. In February 2021, as part of our commitment to promoting environmental sustainability, the Compensation Committee implemented changes to our executive equity compensation program to include long-term performance conditions with a three-year performance period that are tied directly to the following environmental metrics:

●

Establish an environmental and climate change policy that identifies key areas for improvement with respect to environmental matters affecting our business. These objectives will primarily include hazardous material waste management, greenhouse gas emission, and energy consumption (collectively, the “Main Objectives”).

●

Establish an environmental, health, safety and sustainability task force and completes an investigation of the existing baseline performance of the Main Objectives.

●

Establish a long-term improvement plan, including setting specific targets for reduction, for each of the Main Objectives.

The Compensation Committee believes that incorporating key environmental sustainability initiatives into our annual incentive equity awards for the NEOs will help drive our efforts in these important areas of focus for MPS.

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PROPOSAL TWO

 

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Change in Independent Registered Public Accounting Firm

OurThe Audit Committee completed a process to reviewof the appointment of our independent registered public accounting firm for the year ending December 31, 2019. As a result of this process, on March 18, 2019, our Audit Committee approved the appointment ofBoard has appointed Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the year ending December 31, 2019, and dismissed Deloitte2021.  Ernst & Touche LLP (“Deloitte”), whoYoung has served as our independent registered public accounting firm since 1999, from that role.

Deloitte’s reports on our consolidated financial statements as of and for the years ended December 31, 2018 and December 31, 2017 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified asMarch 18, 2019. Prior to uncertainty, audit scope or accounting principles. In addition, the audit reports of Deloitte on the effectiveness of internal control over financial reporting as of December 31, 2018 and December 31, 2017 did not contain any adverse opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2018 and December 31, 2017, and the subsequent interim period through March 18, 2019, there were (i) no “disagreements”Deloitte & Touche LLP (“Deloitte & Touche”) served as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between us and Deloitte on any matter ofour independent registered public accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in their reports, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

We provided Deloitte with a copy of the disclosures made in a Current Report on Form 8-K (the “Report”) prior to the filing of the Report with the SEC on March 22, 2019. In addition, we requested that Deloitte furnish a letter addressed to the SEC stating whether or not it agreed with the statements made in the Report. A copy of Deloitte’s letter dated March 22, 2019 was attached as Exhibit 16.1 to the Report.

During the fiscal years ended December 31, 2018 and December 31, 2017, and the subsequent interim period through March 18, 2019, neither we nor anyone acting on our behalf has consulted with EY with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that EY concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” or “reportable event” as those terms are defined in Item 304(a)(1) of Regulation S-K.firm.  

 

Representatives of EYErnst & Young are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.  We do not expect that a representative of Deloitte will be present at the Annual Meeting.

Although ratification by stockholders is not required by law, the Board has determined that it is desirable to request ratification of this selection by the stockholders.  Notwithstanding its selection, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of us and our stockholders. If the stockholders do not ratify the appointment of EY, ourErnst & Young, the Audit Committee may reconsider its selection.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR”“FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THETHE YEAR ENDING DECEMBER 31, 2019.2021.

 

Audit and Other Fees

 

The following table showssummarizes the fees paid by us for the audit and other services provided by DeloitteErnst & Young for 20182020 and 2017.2019 (in thousands):

		2018				2017				FY 2020				FY 2019
Audit fees		$	2,002			$	1,392			$	1,138			$	1,099
Audit-related fees			-				56				10				-
Tax fees			79				-				5				5
Total		$	2,081			$	1,448			$	1,153			$	1,104

 

Audit fees consist of fees billed for professional services rendered for the audit of our annual financial statements and review of the interim financial statements included in our quarterly reports and the audit of our internal control over financial reporting.

 

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Audit fees also include services that are normally provided by the independent auditors in connection with foreign statutory and regulatory filings, and advice on audit and accounting matters that arise during, or as a result of, the audit or the review of interim financial statements, including the application of proposed accounting rules, statutory audits required by non-U.S. jurisdictions and the preparation of an annual “management letter” containing observations and discussions on internal control matters. 

 

Audit-related feesrepresent assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees." These services include accounting consultations in connection with attestation services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards.

 

Tax fees represent professional services for federal, state and international tax compliance, tax advice and tax planning.

 

Pre-Approval of Audit and Non-Audit Services

 

The charter of our Audit Committee requires that the Audit Committee pre-approve all audit and non-audit services provided to us by our independent registered public accounting firm or subsequently approve non-audit services in those circumstances where a subsequent approval is necessary and permissible. All such services for 20182020 and 20172019 were pre-approved by the Audit Committee. 

 

Change in Independent Registered Public Accounting Firm

As previously reported in our Current Report on Form 8-K (the “Current Report”) dated March 22, 2019, following a comprehensive process, the Audit Committee dismissed Deloitte & Touche as our independent registered public accounting firm on March 18, 2019.

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Deloitte & Touche’s reports on our consolidated financial statements as of and for the years ended December 31, 2018 and December 31, 2017 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. In addition, the audit reports of Deloitte & Touche on the effectiveness of internal control over financial reporting as of December 31, 2018 and December 31, 2017 did not contain any adverse opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2018 and December 31, 2017, and the subsequent interim period through March 18, 2019, there were (i) no “disagreements” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between us and Deloitte & Touche on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte & Touche, would have caused Deloitte & Touche to make reference to the subject matter of the disagreement in their reports, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

We provided Deloitte & Touche with a copy of the disclosures made in the Current Report. In addition, we requested that Deloitte & Touche furnish a letter addressed to the SEC stating whether or not it agreed with the statements made in the Current Report. A copy of Deloitte & Touche’s letter dated March 22, 2019 was attached as Exhibit 16.1 to the Current Report.

During the fiscal years ended December 31, 2018 and December 31, 2017, and the subsequent interim period through March 18, 2019, neither we nor anyone acting on our behalf has consulted with Ernst & Young with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Ernst & Young concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a “disagreement” or “reportable event” as those terms are defined in Item 304(a)(1) of Regulation S-K.

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PROPOSAL THREE

 

ADVISORY VOTE ONTO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

 

As required under Section 14A of the Securities Exchange Act of 1934, we are asking stockholders to again cast an advisory (non-binding) vote on the following resolution at the Annual Meeting:

 

RESOLVED, that, on an advisory basis, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and related narratives and descriptions of this Proxy Statement for the Annual Meeting, is hereby APPROVED.

 

This advisory vote, commonly known as a “say-on-pay” vote, gives our stockholders the opportunity to express their views about the compensation we paid to our named executive officers in the prior year, as described in this Proxy Statement.  Before stockholders vote on this proposal, they should review the Compensation Discussion and Analysis in this Proxy Statement and the tabular and narrative disclosure that follows it.  We currently conduct say-on-pay votes every year. The next say-on-pay vote is expected to occur at the 2022 annual meeting of stockholders.

 

We are committed to responsible compensation practices and structures. As described more fully in the Compensation Discussion and Analysis section of this Proxy Statement, the primary goal of our executive compensation program is the same as our goal for operating MPS — to create long-term value for our stockholders. To achieve this goal, we have regularly sought out the feedback of our major stockholders over the past several years to hear their suggestions on how we can better achieve our primary compensation goal. After taking their feedback into consideration, we have continued to update our compensation program for our named executive officers, implementing those recommendations of our stockholders that the Compensation Committee believes will help us create long-term value for our stockholders. We believe these annual reviews of our programs, in coordination with our conversations with our stockholders, allow us to motivate and reward our executives for sustained financial and operating performance and leadership excellence, to align their interests with those of our stockholders, and to encourage them to remain with us for long and productive careers.

 

Stockholders may vote “ “for”for” or “ “against”against” the resolution or abstain from voting on the resolution.  The affirmative vote of a majority of the shares of stock entitled to vote thereon which are present in person via attendance at the Annual Meeting or represented by proxy at the Annual Meeting is required to approve, on an advisory basis, the compensation of our named executive officers. The result of the say-on-pay vote will not be binding on us, the Board or the Compensation Committee.  However, we value the views of the stockholders. The Board and the Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions.

 

FOR THESE REASONS, THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR”“FOR” THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS, COMPENSATION TABLES AND RELATED NARRATIVES AND DESCRIPTIONS OF THIS PROXY STATEMENT FOR THE ANNUAL MEETING.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth, as of the Record Date on April 16, 2019,19, 2021, information relating to the beneficial ownership of our Common Stock or securities exchangeable into our Common Stock by: (i) each person known by us to be the beneficial owner of more than five percent (5%) of the outstanding shares of our Common Stock, (ii) each director (or nominee), (iii) each of the named executive officers named in the 2020 Summary Compensation Table, and (iv) all directors and named executive officers as a group.

 

Unless otherwise indicated, the address of each beneficial owner listed below is Monolithic Power Systems, Inc. at 40405808 Lake Washington Boulevard NE, Suite 201, Kirkland, WA 98033.

 

Name of Beneficial Owner		Number of Shares Beneficially Owned				Percent of Shares Beneficially Owned (1)				Number of Shares Beneficially Owned (#)				Percent of Shares Beneficially Owned (1)
Named Executive Officers and Directors:
Michael Hsing (2)			554,471				1	%			530,451				1	%
James C. Moyer (3)			584,083				1	%			304,664				1	%
Maurice Sciammas (4)			162,970				*				76,504				*
Deming Xiao (5)			46,301				*				38,084				*
Saria Tseng (6)			17,312				*				30,158				*
Bernie Blegen (7)			21,199				*				41,252				*
Herbert Chang (8)			11,363				*				748				*
Eugen Elmiger (9)	��		16,598				*				19,518				*
Victor K. Lee (10)			25,952				*				28,872				*
Jeff Zhou (11)			20,152				*				11,509				*
Total (12)			1,460,401				3	%			1,081,760				2	%
5% Stockholders:
BlackRock, Inc. (13)			4,168,792				10	%			6,314,697				14	%
The Vanguard Group (14)			3,660,323				9	%			4,770,876				10	%
Franklin Resources, Inc. (15)			2,254,578				5	%

 

* Represents beneficial ownership of less than 1%.

 

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(1)

Based on 43,036,45045,737,000 shares of our Common Stock outstanding as of the Record Date on April 16, 2019.19, 2021.  Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, RSUs held by that person that are subject to release within 60 days of April 16, 201919, 2021 are considered to be outstanding and beneficially owned by such person. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

 

(2)

Includes (i) 356,214330,479 shares held of record by Michael Hsing, (ii) 133,040 shares held of record by Michael Hsing, Trustee of the Michael Hsing 2004 Trust, (iii) 29,00021,500 shares held of record by the Hsing Family Foundation, (iv) 12,825 shares held of record by Michael Hsing, Trustee of the ZH Family Trust, and (iv) 36,217(v) 32,607 shares underlying RSUs scheduled to release within 60 days of April 16, 2019.19, 2021.

 

(3)

Includes (i) 512,260232,841 shares held of record by James C. Moyer, and (ii) 71,823 shares held in the Moyer Family Revocable Trust.

 

(4)

Includes (i) 136,90747,166 shares held of record by Maurice Sciammas, (ii) 15,2465,446 shares held of record by Maurice Sciammas and Christina Sciammas, Co-Trustees of the Sciammas Family Living Trust, (iii) 15,449 shares held of record by Maurice Sciammas and (iii) 10,817Christina Sciammas, Co-Trustees of the Grantor Retained Annuity Trust, and (iv) 8,443 shares underlying RSUs scheduled to release within 60 days of April 16, 2019.19, 2021.

 

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(5)

Includes (i) 35,02929,186 shares held of record by Deming Xiao, (ii) 455 shares owned by Julia Chu, Mr. Xiao’s wife, and (iii) 10,8178,443 shares underlying RSUs scheduled to release within 60 days of April 16, 2019.19, 2021.

 

(6)

Includes (i) 6,49521,715 shares held of record by Saria Tseng, and (ii) 10,8178,443 shares underlying RSUs scheduled to release within 60 days of April 16, 2019.19, 2021.

 

(7)

Includes (i) 16,51635,925 shares held of record by Bernie Blegen, and (ii) 4,6835,327 shares underlying RSUs scheduled to release within 60 days of April 16, 2019.19, 2021.

 

(8)

Includes 11,363748 shares held of record by Herbert Chang.

 

(9)

Includes 16,59819,518 shares held of record by Eugen Elmiger.

 

(10)

Includes 25,95228,872 shares held of record by Victor K. Lee.

 

(11)

Includes 20,15211,509 shares held of record by Jeff Zhou.

 

(12)

As a group, includes 73,35163,263 shares underlying RSUs scheduled to release within 60 days of April 16, 2019.19, 2021.

 

(13)

Pursuant to a Schedule 13G/A filed with the SEC on February 6, 2019,January 26, 2021, BlackRock, Inc. beneficially owns 4,168,7926,314,697 shares, and has sole voting power over 4,009,1025,911,993 shares and sole dispositive power over 4,168,7926,314,697 shares. BlackRock, Inc. lists its address as 55 East 52nd52nd Street, New York, NY 10055.

 

(14)

Pursuant to a Schedule 13G/A filed with the SEC on February 11, 2019,March 10, 2021, the Vanguard Group beneficially owns 3,660,3234,770,876 shares, and has sole voting power over 21,843 shares, shared voting power over 7,90474,302 shares, sole dispositive power over 3,634,3834,613,232 shares and shared dispositive power over 25,940157,644 shares. The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355.

(15)

Pursuant to a Schedule 13G filed with the SEC on January 28, 2019, Franklin Resources, Inc. beneficially owns 2,254,578 shares, and has sole voting power over 2,254,578 shares and sole dispositive power over 2,254,578 shares. Franklin Resources, Inc. lists its address as One Franklin Parkway, San Mateo, CA 94403.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the 1934 Act and regulations of the SEC thereunder require our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of initial ownership and changes in ownership with the SEC.  Based solely on our review of copies of such forms received by us, or on written representations from certain reporting persons that no other reports were required for such persons, we believe that, during 2018, all of the Section 16(a) filing requirements applicable to our executive officers, directors and 10% stockholders were complied with.

 

Certain Relationships and Related Transactions

 

We have a written policy on related party transactions, as defined in our Code of Ethics and Business Conduct and the Audit Committee Charter. In accordance with our Code of Ethics and Business Conduct, it is the responsibility of our employees and directors to disclose any significant financial interest in a transaction between us and a third party, including an indirect interest, through, for example, a relative or significant other. It is also the responsibility of our Audit Committee, as described in the Audit Committee Charter, to review on an ongoing basis all related party transactions and approve these transactions before they are entered into.

 

For 2018,In November 2020, with the approval of the Board, we did not enter into any transactionsmade a CHF 3,000,000 equity investment (or $3,300,000 on the acquisition date) in a privately held Swiss company (the “Investee”) specializing in mobile robotics for industrial applications. The investment represents a 5% equity interest in the Investee on a fully diluted basis. Both Mr. Elmiger and Mr. Hsing abstained from voting on the transaction. Mr. Elmiger is an executive officer of a company that has a commercial relationship with related persons that are required to be disclosed under Item 404(a) of Regulation S-K.the Investee, and Mr. Hsing had previously invested CHF 2,700,000 in the Investee.

 

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NAMED EXECUTIVE OFFICER COMPENSATION

 

Compensation Discussion and Analysis

 

This Compensation Discussion and Analysis describes our compensation philosophy and programs, compensation decisions made under those programs, and factors considered in making these decisions for our “named executive officers” (“NEOs”) who, for 2018,2020, were:

 

●

Michael Hsing, Chief Executive Officer, President and Chairman of the Board;

 

●

Bernie Blegen, Chief Financial Officer;

 

●

Deming Xiao, President of Asia Operations;

 

●

Maurice Sciammas, Senior Vice President, Worldwide Sales and Marketing; and

 

●

Saria Tseng, Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary.

 

For further information regarding each current NEO’s professional background, please refer to the section ““Information About Executive Officers of the Registrant” ” under Item 1 of our Annual Report on Form 10-K for the year ended December 31, 2018,2020, filed with the SEC on March 1, 2019.2021.

Executive Summary

 

Executive SummaryImpact of COVID-19

 

Throughout the COVID-19 pandemic in 2020, management’s primary focus was to continue to execute MPS’s business plan and mitigate the effect of the pandemic on our financial position and business operations. The Board and its committees received regular updates from management on our pandemic response and closely monitored our efforts to follow governmental guidelines and ensure the safety of our employees, suppliers and customers. Since March 2020, our employees in the United States and certain international locations have been working remotely, and we have temporarily prohibited most business travel. Despite the challenges of the pandemic and an uncertain economy, demand for our products continued to grow, and we achieved record revenue and financial results in 2020. Performance targets under our executive compensation program were established by the Compensation Committee in February 2020, and no downward adjustments to these performance targets were made due to the pandemic.

Compensation Philosophy

 

The primary objective in designing our compensation program for our NEOs is the same as the primary objective for operating MPS — to create long-term value for our stockholders. To achieve this goal, we have designed and implemented our compensation programs for our NEOs to:

 

●

Motivate and reward them for sustained financial and operating performance and leadership excellence;

 

●

Align their interests with those of our stockholders;

 

●

Encourage our NEOs to focus on achieving both short-term goals as well as long-term developmental goals; and

 

●

Encourage our NEOs to remain with us for long and productive careers.

 

Each one of our executive compensation elements fulfills one or more of our performance, alignment and retention objectives. These elements primarily consist of salary, long-term equity awards and short-term cash incentive compensation, as well as severance benefits and broad-based employee benefits. In deciding on the type and amount of compensation for each executive, we focus on both current pay and the opportunity for future compensation. We believe that maintaining a balance of short-term and long-term compensation elements encourages decision-making that optimizes short-term results and, at the same time, advances our long-term goals. We combine the compensation elements for each NEO in a manner we believe optimizes the executive’s overall contribution to us and our stockholders.

 

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Our Compensation Practices Are Built on Stockholder Feedback and Requests

 

InAt the 20182020 Annual Meeting of Stockholders, approximately 97%98% of the votes cast by 96% of our stockholders were in favor of our executive compensation program. InAt the 20172019 Annual Meeting of Stockholders, approximately 98%99% of the votes cast by 95%96% of our stockholders were in favor of our executive compensation program. InAt the 20162018 Annual Meeting of Stockholders, approximately 99%97% of the votes cast by 97%96% of our stockholders were in favor of our executive compensation program. While these say-on-pay votes are only advisory and not binding on us, the Compensation Committee discusses the vote results each year with our independent compensation consultant.

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Our management team continued the practice of reaching out to our most significant stockholders from time to time to discuss how those stockholders view our executive compensation program, and what kind of changes they would like to see implemented in future years. Based on the overwhelming multi-year support by the stockholders in favor of our pay-for-performance compensation structure, the Compensation Committee decided to continue to grant equity awards based on performance conditions under the executive compensation program in 2018. In addition, the Compensation Committee granted equity awards based on market conditions, which will motivate our NEOs to focus on long-term stock price appreciation.2020. In the past several years, we have continued to improve our executive compensation policies and programs, incorporating the suggestions of our stockholders. We believe these improvements, as highlighted below, have supported our financial and strategic successes in the last several years.

 

1.

Commitment to short-term profit-based cash incentives, mid-term performance-basedperformance-based equity awards,, long-term market-based equity awards, and alignment of executive compensation with stockholder interests.

 

A.

In 2018, the Compensation Committee removed the discretionary bonus and the individual performance components of the short-term cash incentives.2020, 100% of the bonus earned by the NEOs was tied to specific, pre-established non-GAAP operating income metrics.    In 2018,2020, 100% of the total equity awards granted to our NEOs were tied to the achievement of either performance conditions, or performance and market-basedmarket conditions. We granted performance-based equity awardsRSUs (“PSUs”) based on the achievement of an average revenue growth rate as measured against the analog industry’s average revenue growth rate over the two-year performance period of 20182020 and 2019.2021. In addition, we granted market-based equity awardsmarket and performance-based RSUs (“MPSUs”) based on the achievement of five stock price targets and a specific business operating goal over a five-yearthree-year performance period through the end of 2023.period. No stock awards were granted to the NEOs solely based on continued service. Furthermore, in 2021, as a result of stockholder feedback and our commitment to building strong ESG policies and practices, the Compensation Committee implemented certain changes to the equity compensation program for the NEOs. Under the 2021 program, we continue our practice of granting PSUs based on the achievement of an average revenue growth rate as measured against the analog industry’s average growth rate over a two-year performance period. In addition, the PSUs require the achievement of long-term performance conditions with a three-year performance period that are specifically tied to the establishment of the following long-term environmental policies and processes:

	●	Establish an environmental and climate change policy that identifies key areas for improvement with respect to environmental matters affecting our business, which include the Main Objectives as outlined in the section “Corporate Social Responsibility”above.
	●	Establish an environmental, health, safety and sustainability task force and completes an investigation of the existing baseline performance of the Main Objectives.
	●	Establish a long-term improvement plan, including setting specific targets for reduction, for each of the Main Objectives.

 

B.

Our executive compensation program is designed to align our executives’ short-, mid- and long-term interests to those of our stockholders. For example:

 

●

In 2013, we granted market-based stock unitsRSUs (“MSUs”) to our NEOs that contained price hurdles requiring sustained increases in our stock price with a five-year performance period and a ten-year vesting period.

 

●

In 2015, we granted market and performance-based stock unitsMPSUs to our NEOs that combined operating goals and price hurdles requiring sustained increases in our stock price with a four-year performance and vesting periods.period.

 

●

In 2018, we granted market-based stock unitsMSUs to our NEOs that contained price hurdles requiring sustained increases in our stock price with a five-year performance and vesting periods.period.

●

In 2020, we granted MPSUs to our NEOs that combined price hurdles requiring sustained increases in our stock price and one specific business operating goal with a three-year performance period and a four-year vesting period.

 

●

Since 2014, we have granted performance-based stock unitsPSUs to our NEOs that require significant outperformance against our peers in sustained revenue growth with a two-year performance period and a four-year vesting period.

 

We believe the significant increase in our stock price and year-over-year outperformance in revenue growth in the past several years demonstrate the effectiveness of our performance-based compensation program in motivating our NEOs to build a sustainable business model and to focus on long-term value creation for our stockholders.

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We believe the significant increase in our stock price and year-over-year outperformance in revenue growth in the past several years demonstrate the effectiveness of our performance-based compensation program in motivating our NEOs to build a sustainable business model and to focus on long-term value creation for our stockholders.

 

Stock Performance:

 

Our one-year total stockholder return (“TSR”) was approximately 4%107% and our three-year total stockholder returnTSR was approximately 88%236%, as shown in the graphs below in comparison to our peer group and the PHLXPhiladelphia Stock Exchange (“PHLX”) semiconductor sector index:

 

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(1)

Represents our 20182020 peer group approved by the Compensation Committee. See the section “Peer GroupGroup and Use of Peer Data for 20182020”” for further discussion.

 

Market Capitalization:

 

Our strong financial performance in the past several years has led to a significant increase in our market capitalization, surpassing $4$15 billion in 2017.2020. Because a significant portion of our NEOs’ total target compensation in the past several years has been in the form of market-based stock units with stock price performance components, the value of our NEOs’ compensation is closely tied to our market performance. The following tablechart illustrates our market capitalization compared to our CEO’s compensation (as reported in the 2020 Summary Compensation Table below)Table) compared to our market capitalization in the past three years:

 

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2.

Capping payouts under our non-equity incentive plans.

Our Compensation Committee has capped maximum payouts under our annual non-equity incentive plans at 250% of target for the CEO and the remaining NEOs.

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Our

Compensation Committee has capped maximum payouts under our annual non-equity incentive plans at 250% of target for all of the NEOs.

 

	3.	Selection of performance goals.
		In the past several years, our stockholders indicated a preference for the use of different performance metrics across plans, so that not all performance-based plans relied on the same metric. In addition, our stockholders told us they wanted to see a greater connection between stock price performance and executive compensation. Therefore, we use non-GAAP operating income for our short-term cash incentive plan, and, to balance that metric, a mix of revenue, stock price performance and operating goals for our long-term performance equity incentive plan. By using a non-GAAP operating income metric in our short-term incentive plan and various performance and stock price appreciation metrics in our long-term incentive plan, we can reward our executives for achieving our short-term financial objectives while at the same time planning for long-term growth, without encouraging excessive risk taking.
		The following table shows the three-year history of our performance in revenue, GAAP operating income and non-GAAP operating income, which demonstrates a balance of our overall financial health, compared to our CEO’s total compensation:

In the past several years, our stockholders indicated a preference for the use of different performance metrics across plans, so that not all performance-based plans relied on the same metric. In addition, our stockholders told us they wanted to see a greater connection between stock price performance and executive compensation. Therefore, we use non-GAAP operating income for our short-term cash incentive plan, and, to balance that metric, a mix of revenue, stock price performance and operating goals for our long-term performance equity incentive plan. By using a non-GAAP operating income metric in our short-term incentive plan and various performance and stock price appreciation metrics in our long-term incentive plan, we can reward our executives for achieving our short-term financial objectives while at the same time planning for long-term growth, without encouraging excessive risk taking.

The following table shows the three-year history of our performance in revenue and non-GAAP operating income, which demonstrates a balance of our overall financial health, compared to our CEO’s total compensation:

 

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(1)

The reconciliation of the GAAP operating income to the non-GAAP operating income and related disclosures are provided in Annexure A.

 

	4.	Clawback policy.
		In 2011, we heard investors tell us that compensation recovery policies, or clawbacks, were a best practice and should be adopted. In February 2012, we adopted our Compensation Recoupment Policy, which permits the Board to recoup any excess performance-based cash compensation paid to key members of our executive team if the financial results on which the performance-based compensation awards were based are restated due to fraud or intentional misconduct by the executive.

In 2011, we heard investors tell us that compensation recovery policies, or clawbacks, were a best practice and should be adopted. In February 2012, we adopted our Compensation Recoupment Policy, which permits the Board to recoup any excess performance-based cash compensation paid to key members of our executive team if the financial results on which the performance-based compensation awards were based are restated due to fraud or intentional misconduct by the executive.  

 

	5.	Stock ownership guidelines.
		In 2011, we heard investors tell us that board members and officers should have ownership interests that are aligned with stockholders, and encouraged us to adopt stock ownership guidelines. In 2012, we adopted significant stock ownership guidelines for our NEOs and directors, requiring ownership levels by our officers of two to five times their base salary, and by our directors of two times their annual retainer. In 2016, we amended the stock ownership guidelines by increasing the required levels for our directors from two times to three times their annual retainer.

In 2011, we heard investors tell us that board members and officers should have ownership interests that are aligned with stockholders, and encouraged us to adopt stock ownership guidelines. In 2012, we adopted significant stock ownership guidelines for our NEOs and directors, requiring ownership levels by our officers

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Table of two to five times of base salary, and by our directors of two times of annual retainer. In 2016, we amended the stock ownership guideline by increasing the required levels for our directors from two times to three times of annual retainer.

Contents

 

	6.	Tax gross upsgross-ups.
		Since 2008, we have not adopted any new employment agreements (or modified any existing employment agreements) to provide for tax gross-ups to our officers.

Since 2008, we have not adopted any new employment agreements (or modified any existing employment agreements) to provide for tax gross-ups to our officers.

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	7.	Responsible share ownership.
		We have adopted a policy prohibiting our directors, officers (including our NEOs), and other employees from engaging in certain hedging and monetization transactions with respect to our stock that they hold without prior approval by our Chief Compliance Officer. The policy also prohibits our directors and officers (including our NEOs) from engaging in any short sales of our stock.

We have adopted a policy prohibiting our directors and officers (including our NEOs) from engaging in certain hedging and monetization transactions with respect to our securities that they hold without prior Board approval. The policy also prohibits our directors and officers (including our NEOs) from engaging in any short sales of our securities.

 

In summary, we regularly engage with our stockholders to exchange ideas on our existing executive compensation programs and potential future programs. We listen to their feedback and carefully consider it. Our engagement with stockholders does not begin and end with the say-on-pay vote – that vote is just one part of a larger dialogue and partnership we have with our investors.

 

20182020 Financial and Business Performance Highlights

 

As noted above, the Compensation Committee has focused our executives on accountability in revenue, operating income and earnings, as well as maximizing stockholder return through the structure of our executive compensation program. We believe our 2018In 2020, despite the COVID-19 pandemic which negatively affected the global economy, we achieved record results in revenue and other key financial results, on both a GAAP and a non-GAAP basis, and the resulting compensation for our NEOs demonstrate a strong pay-for-performance connection.metrics. Our financial results are summarized as follows (in millions, except per shareper-share amounts and percentages):

 

		GAAP												Non-GAAP (1)												GAAP												Non-GAAP (1)
		2018				2017				Change				2018				2017				Change				FY 2020 ($)				FY 2019 ($)				Change				FY 2020 ($)				FY 2019 ($)				Change
Revenue		$	582.4			$	470.9				24	%		$	582.4			$	470.9				24	%			844.5				627.9				34	%			844.5				627.9				34	%
Operating income		$	113.5			$	77.4				47	%		$	174.3			$	134.9				29	%			158.9				102.6				55	%			250.1				185.4				35	%
Net income		$	105.3			$	65.2				62	%		$	166.8			$	127.5				31	%			164.4				108.8				51	%			236.8				177.7				33	%
Diluted EPS		$	2.36			$	1.50				57	%		$	3.74			$	2.93				28	%			3.50				2.38				47	%			5.04				3.88				30	%

 

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(1)

The reconciliation of the GAAP financial measures to the non-GAAP financial measures and related disclosures are provided in Annexure A.

 

Our revenue growth rate of 24%34% in 20182020 outperformed the analog industry’s 11% growth rate3% reported by the Semiconductor Industry Association (the “SIA”). We also achieved significant success in our targeted end markets in 20182020 as follows:

 

	●	AutomotiveCommunications sales grew 49%68% from the prior year, primarily due to increased infrastructure sales.
	●	Consumer sales grew 34% from the prior year, primarily driven by increased sales of products for infotainment, safetygaming and connectivity applications.mobile products.

 

●

Computing and storage sales grew 58%34% from the prior year, primarily due to sales growthstrength in the solid-state drive storage, cloud computing and high-performance notebook markets.storage.

●

Industrial sales grew 41% from prior year primarily fueled by product sales for applications in power source, security and meter products.

 

●

CommunicationsAutomotive sales grew 11%21% from the prior year, primarily reflectingdriven by higher demandsales of products for infotainment applications, despite temporary production shutdowns by certain OEMs during the second quarter due to the COVID-19 pandemic.

●

Industrial sales grew 20% from the prior year, primarily fueled by higher sales in networking applications.power source products.

 

Cash Dividends:

 

In February 2018, our2020, the Board of Directors approved an increase in our quarterly cash dividends to $0.30$0.50 per share and we paid a total of $47.5$88.8 million of dividends to our stockholders in 2018.2020. In February 2019, our2021, the Board of Directors approved an increase in our quarterly cash dividends to $0.40$0.60 per share.

 

The Roles of the Compensation Committee and Our Officers in Setting Compensation

 

The Compensation Committee, which is comprised solely of independent directors, has primary responsibility for overseeing the design, development and implementation of the compensation program for our CEO and other NEOs. The Compensation Committee Charter, which is available in the “Investor Relations” section of our website at http://www.monolithicpower.com, was originally adopted on October 26, 2007, and is updated periodically. Pursuant to the Compensation Committee Charter, the Compensation Committee reviews and approves the compensation arrangements for our executive officers,NEOs, including the CEO, and administers our equity compensation plans. The Compensation Committee meets at least once a quarter.  In 2018,2020, the Compensation Committee met four times.

 

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The Compensation Committee reviews the performance of each officer taking into account the evaluations provided by the CEO for all officers other than himself. The Compensation Committee makes the final determination of performance achievement for each officer. The CEO, Chief Financial Officer and General Counsel present information to the Compensation Committee as requested from time to time, including financial results, future budget information, business operations and legal developments. The Compensation Committee regularly meets in closed sessions without the CEO or other management personnel present. Our officers also provide information to the Compensation Committee’s independent compensation consultant, if requested to do so, to help the consultant perform its duties for the Compensation Committee. Our officers are responsible for implementing the decisions made by the Compensation Committee.

 

Compensation Consultants

 

In 2018,2020, the Compensation Committee again engaged Radford an Aon Hewitt company, as the compensation consultant with respect to our non-employee director and executive compensation programs. Radford did not perform any other work for us. In 2018,2020, the Compensation Committee assessed the independence of Radford pursuant to SEC rules and concluded that no conflict of interest exists that would prevent them from serving as independent consultant to the Compensation Committee for 2018.2020.

 

In 2018,2020, the Compensation Committee requested and received the following services from Radford: (1) updates on evolving compensation trends, (2) recommendations for additions or deletions to the peer group used for 2018,2020, (3) compensation data for officers and directors (gathered from public filings for our peers and broader surveys), and (4) general advice on analyzing and responding to stockholder feedback on our compensation programs.  

 

Peer Group and Use of Peer Data for 20182020

 

In February 2018,2020, Radford reviewed the peer group of companies selected by management and recommended that the industry peer group continue to be determined by reference to publicly traded companies in the semiconductor industryand similar industries with revenue primarily between 50% and 300% of our revenue for the most recent four quarters.  In addition, Radford took into account that the market capitalization of our peer companies should be in a range similar range ofto us, primarily from 50%25% to 200%. Guided by this set of parameters, and taking into account the recommendations of Radford, management Radford proposed the following peer group, which was reviewed and approved by the Compensation Committee.  The peer group consisted of the following companies:

 

Ambarella, Inc.	MKS Instruments, Inc.
Cree, Inc.	ON Semiconductor Corporation
Cypress Semiconductor Corporation	Power Integrations, Inc.
Coherent, Inc.	Rambus Inc.
Integrated Device Technology,Cree, Inc.	Semtech Corporation
Inphi Corporation	Silicon Laboratories, Inc.
MACOM Technology Solutions Holdings, Inc.	Silicon Laboratories, Inc.
Mellanox Technologies, Ltd.	Synaptics Incorporated
Microsemi CorporationMKS Instruments, Inc.	Teradyne, Inc.
ON Semiconductor Corporation	Xperi Corporation

We removed Cavium, Inc.Cypress Semiconductor Corporation and Mellanox Technologies, Ltd. from the peer group for 20182020 because it wasthey were acquired during the year. In addition, we added Coherent, Inc. and Inphi Corporation to our peer group for 2020, based on the considerations described above.

 

Named Executive OfficerNEO Compensation Components

The table below summarizes the core elements, objectives and key features of our 20182020 compensation program for our NEOs:

 

Compensation Components	Objectives	Key Features
Base salary	Designed to reward individual effort associated with job-related duties and to attract and retain talented executive officers.	●   Paid in cash.   ●   Reviewed annually.
Short-term cash incentive compensation	Designed to encourage outstanding MPS performance by motivating the NEOs to achieve short-term financial goals.	●   Paid in cash.   ●   100% of the compensation is subject to corporate performance goals.   ●   Maximum payouts at 250% of target for the NEOs.target.   ●   Subject to clawback policy.
Long-term incentive compensation	Designed to align the interests of our executives with the interests of theour stockholders by focusing on our long-term revenue growth compared to the industry, andas well as stock price appreciation.	●   100% of total target award sizethe awards is subject to performance and market conditions.   ●   Size of award is a multipleMaximum payouts at 300% of target cash compensation.for the PSUs, and 500% of target for the MPSUs.   ●   Awards subject to performance conditionsThe PSU awards contain a purchase price feature, which requires the NEOs to pay MPS $30 per share upon vesting of the shares.shares in certain circumstances.

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Cash dividendDividend equivalents

Designed to treat equity award holders equally with stockholders under our dividend program.

●   Paid in cash and equalEqual to the dividend declared and paid on a share of Common Stock.   ●   Accumulate during the vesting period of the underlying equity awards.   ●   Subject to forfeiture if the underlying equity awards do not vest.   ●   Paid in cash.

 

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Analysis of 20182020 Compensation Elements

 

Base Salaries:

 

We provide base salary as a stable source of compensation for the NEOs’ day-to-day duties, and seek to set base salaries at levels that will attract and retain talented executive officers. To attract and retain talent, we have to understand the levels of salary offered by our peers. Accordingly, ourthe Compensation Committee considers peer data as one key factor in reviewing base salary each year. OurThe Compensation Committee also considers each individual executive’s role and the scope of his or her responsibilities, the executive’s experience, his or her tenure with us, and size of recent salary changes. For 2018, our2020, the Compensation Committee considered all of these factors and approved the following salaries for our NEOs:NEOs, which did not change from the prior year:  

 

NEOs		2018				2017				Change
Name														FY 2020 ($)				FY 2019 ($)				Change
Michael Hsing		$	650,000			$	600,000				8	%			650,000				650,000				0	%
Bernie Blegen		$	300,000			$	290,000				3	%			320,000				320,000				0	%
Deming Xiao		$	340,000			$	340,000				0	%			340,000				340,000				0	%
Maurice Sciammas		$	340,000			$	340,000				0	%			340,000				340,000				0	%
Saria Tseng		$	340,000			$	340,000				0	%			340,000				340,000				0	%

 

In 2018, based on the recommendation of the compensation consultant, the Compensation Committee approved an increase of Mr. Hsing’s base salary to better align his pay with our peer group, given that his base salary had not been increased since 2014. In addition, the Compensation Committee approved an increase of Mr. Blegen’s base salary to better align his pay with our peer group.

Short-Term Cash Incentive Compensation:

 

We provide a short-term cash incentive opportunity to each of our NEOs to encourage them to achieve our corporate short-term operating income goals. Consistent with 2017,2019, the Compensation Committee used non-GAAP operating income as the sole corporate performance metric in 20182020 for determining the short-term cash incentive compensation. The Compensation Committee believed that non-GAAP operating income would best reflect our short-term performance. See Annexure A for a reconciliation of the GAAP operating income to the non-GAAP operating income used in the short-term cash incentive plan.

 

In response to our stockholder feedback, the Compensation Committee removed the following components under the short-term cash incentive plan in 2018:

●

Discretionary bonus for all the NEOs.

●

Individual management by objectives (“MBOs”) for the NEOs (other than our CEO who did not have this component in prior years).

As a result of these changes, 100% of the short-term cash incentives were tied to a specific, pre-established non-GAAP operating income metric for all the NEOs. Our CEO’s target bonus was 100% of his annual base salary. The remainingother NEOs’ target bonus was 80% of theirhis or her annual base salary. For 2018,2020, our non-GAAP operating income target was $145.6$197.2 million as established in the annual operating plan approved by the Board. Achievement of 120% of the non-GAAP operating income target would result in thea maximum 250% bonus payout for each NEO, achievement of 100% of the non-GAAP operating income target would result in thea 100% bonus payout, and performance below 80% of the non-GAAP operating income target would result in no bonus payout. For performance withinbetween the maximum,minimum, target and threshold range,maximum levels, the percentage of payout would be determined based on a linear interpolation.

 

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For 2018,2020, we achieved non-GAAP operating income of $257.9 million (see Annexure A), which resulted in the achievementwas equal to a payout of 250% of the target bonus payout for each NEO. The following table summarizes the 2020 bonus payout approved by the Compensation Committee for each of our NEOs:

 

NEOs		Target				Maximum				Achieved
														Bonus Amount
Name														Minimum ($)				Target ($)				Maximum ($)				Earned ($)
Michael Hsing		$	650,000			$	1,625,000			$	1,625,000				-				650,000				1,625,000				1,625,000
Bernie Blegen		$	240,000			$	600,000			$	600,000				-				256,000				640,000				640,000
Deming Xiao		$	272,000			$	680,000			$	680,000				-				272,000				680,000				680,000
Maurice Sciammas		$	272,000			$	680,000			$	680,000				-				272,000				680,000				680,000
Saria Tseng		$	272,000			$	680,000			$	680,000				-				272,000				680,000				680,000

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Long-Term Equity Incentive Compensation:

 

We provide long-term equity compensation awards to reward and retain our valued executives, to help us effectively compete for executives who can strategically position us for future growth and financial success, and to encourage our executives to focus on achieving long-term development goals for the future.

 

In determining the number of shares subject to long-term equity compensation awards granted to each of the NEOs, the Compensation Committee establishes the aggregate value of such awards to be granted as a multiple of each NEO’s target cash compensation. The Compensation Committee believes these multiples properly reflect the relative position and responsibility of each NEO as well as the officer’s ability to develop the vision for the future of the Company, drive the strategy to obtain such vision, and effect certain cost savings for us.

 

Over the past several years, we have regularly engaged with our stockholders to take into account their opinions in setting performance metrics. In response to investor feedback and to align the NEOs’ long-term incentive compensation with our performance and stockholders’ interests, the Compensation Committee decided that 100% of the equity compensation awards granted to our NEOs in 20182020 would vest based on the achievement of performance and market-based criteria. No equity awards that vest solely based on continued service were granted to our NEOs in 2018.2020 that would vest solely based on continued service.

 

In February 2018,A Balanced Approach to Our Equity Compensation Program:

The Compensation Committee is committed to establishing a balanced equity compensation program with medium-term and long-term performance periods, by overlapping a revenue-based PSU program over a two-year performance period and a long-term stock-based award over a longer performance period. The Compensation Committee determined that two years is the most optimal performance period for the revenue-based PSU awards because of the cyclical nature of the semiconductor industry. A revenue-based performance period that is longer than two years makes it difficult for the Compensation Committee to determine appropriate performance goals due to the volatility from macro-economic and industry-specific conditions. Accordingly, the Compensation Committee granted the NEOs a target dollar amount of long-term equity compensation awards which included RSUs with performance conditions based on revenue achievement as measured against the performance of the analog industry overPSUs to each NEO that are subject to a two-year (2020 and 2021) performance period with a total vesting period of four years (“PSUs”). 

In addition, in October 2018, at a time when the overall stock market was experiencing an unexpected downturn, the Compensation Committee decided to grant the NEOs a long-term, market-based equity compensation awards based on the achievement of revenue during that period. In addition, the Compensation Committee granted a new MPSU award based on the achievement of five stock price targetshurdles and one business operating goal over a five-year vesting period (“MSUs”).three-year performance period. The Compensation Committee’s decision to implement this market-based equity awardsthe new MPSU award in October 20182020 was driven by management’s continued confidence in MPS’s future and long-term stock performance, despite challenging macro-economic conditions at the time.performance.

 

The following table summarizes the target number of PSUs and MSUs granted to our NEOs in 2018:PSUs:

 

		PSUs								MSUs
NEOs		Target Number of Shares				Percentage of Total Awards				Target Number of Shares				Percentage of Total Awards				Total Target Awards
Michael Hsing			97,500				82	%			21,600				18	%			119,100
Bernie Blegen			14,850				61	%			9,600				39	%			24,450
Deming Xiao			25,245				72	%			9,600				28	%			34,845
Maurice Sciammas			25,245				72	%			9,600				28	%			34,845
Saria Tseng			25,245				72	%			9,600				28	%			34,845

The PSUs contain a purchase price feature, which requiresFor 2020, the NEOs to pay MPS $30 per share upon vesting of the shares. Shares that do not vest will not be subject to the purchase price payment to MPS. The target number of shares granted to each NEO was determined based on the target equity compensation value for such PSUs divided by our closing stock price on the date of grant less the purchase price. The MSUs do not contain a purchase price feature.

PSUs:

The Compensation Committee set a two-year (2018 and 2019) revenue performance period as the basis to grant each NEO a target number of PSUs. The number of PSUs that can ultimately be earned at the end of the two-year performance period on December 31, 20192021 is based on theMPS’s average two-year revenue growth rate as measured against the average two-year revenue growth rate for the analog industry published by the SIA. In selecting the minimum, target and maximum performance levels, the Compensation Committee carefully considered our historical and projected performance and the fundamentals of the analog industry at that time. The Compensation Committee took into account SIA’s projections which are updated twice a year in May and November, for the anticipated revenue growth in the analog industry for the two-year performance period. Instead of benchmarking against the broad semiconductor sector, the Compensation Committee elected to focus solely on the analog industry in setting the performance objectives, which are measured against our closest and most relevant peers within the semiconductor sector. In addition, the Compensation Committee chose the revenue projections reported by SIA as a baseline because the SIA report is well-respected in the semiconductor industry and used by Wall Street financial analysts in preparing their analyses, forecasts and recommendations.

 

The target compensation value for the 2020 PSUs approved by the Compensation Committee for each NEO did not change from the prior year.  The following table summarizes the number of shares subject to the 2020 PSUs that can be earned by the NEOs at the minimum, target and maximum performance levels, subject to the criteria described below. The number of shares earned will be linearly interpolated for actual achievement between the minimum, target and maximum performance levels.

		Number of Shares
Name		Minimum (#)				Target (#)				Maximum (#)
Michael Hsing			-				51,108				153,324
Bernie Blegen			-				9,058				27,174
Deming Xiao			-				13,233				39,699
Maurice Sciammas			-				13,233				39,699
Saria Tseng			-				13,233				39,699

The PSUs contain a purchase price feature, which requires the NEOs to pay MPS $30 per share upon vesting of the shares. The target number of shares granted to each NEO was determined based on the target compensation value for such PSUs, divided by our closing stock price on the date of grant less the purchase price. This $30 purchase price requirement is deemed satisfied and waived if the average stock price for 20 consecutive trading days at any time during the performance period is $30 higher than the grant date stock price of $182.62. 

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Based on the Compensation Committee's evaluation, the performance criteria and the threshold,minimum, target and maximum levels of the PSUs that can be earned are as follows:

 

MPS's Average Two-Year Revenue
Growth Rate Exceeds the Analog Industry by:			Percentage of Target PSUs EarnedPSU Earn-Out
less than 3%			0%
3%			50% of Target
5%			100% of Target
15%	and above		300% of Target

 

The two-year performance period provides a long-term incentive for our NEOs through overlapping cycles so that each year of performance is equally critical as we work toward meeting our two-year goals. The Compensation Committee believes the revenue goals are challenging and that performance metrics measured relative to our peers will provide objectivity when setting long-term goals while minimizing uncertainties caused by external economic factors that are beyond our control.

 

At the end of the performance period on December 31, 20192021 and upon certification of performance by the Compensation Committee, 50% of the actual award earned will become vested in February 2020,2022, and the remaining 50% will vest quarterly over the following two years, thereafter, for a total vesting period of four years, subject generally to continued employment.employment through such dates. The NEOs will be required to pay MPS $30 per share upon vesting of the shares.shares, unless the stock price target as described above is achieved during the performance period.

 

MSUs:MPSUs:

 

In each of 2013, our2015 and 2018, the Compensation Committee granted long-term, market-basedapproved an equity awardsprogram to our NEOs with a five-year performance period. In addition, in 2015, our Compensation Committee granted long-term, marketexecutive officers and performance-based equity awards to our NEOs with a four-year performance period. Incertain key employees based on the past several years,achievement of rigorous stock price hurdles. MPS’s financial success has been reflected in our strong stock performance, which resulted in the achievement of the stock price targets established in these awards. Since the implementation of these equity programs in 2013, our TSRs have consistently exceeded the TSRs of both our peer group and the 2013 and 2015 equity awards.PHLX semiconductor sector index, as presented below:

		Three-Year TSR
Year		MPS				Peer Group				PHLX Semiconductor
2014			249%				75%				89%
2015			193%				51%				73%
2016			145%				62%				69%
2017			133%				52%				82%
2018			88%				46%				74%
2019			124%				62%				104%
2020			236%				97%				123%

 

In October 2018, ourJuly 2020, the Compensation Committee approved another long-term MSUMPSU program to a group of key employees, including our NEOs, that can only be earned if our Common Stock trades for sustained periods of time at a series of price levels substantially higher than the averageour historical stock price for the preceding twelve months.prices. These MSU awardsMPSUs are intended to focus the CEO and the other NEOs on leading us to sustained, excellent financial and operational performance over the next fiveseveral years which we believe will result in higher stock prices. To make the performance criteria more rigorous, the MPSUs are also subject to the achievement of one specific business operating goal in addition to the stock price appreciation. The awards, designed by the Compensation Committee in consultation with our independent compensation consultant, emphasizebelieves that the MPSU program emphasizes sustainable stockholder value creation over time. To realize the value from the awards, the NEOs will have to grow our revenue and earnings substantially over the next five years, and thereby achieve significant increases in our stock price.

The key termsattainment of the MSUs are as follows:long-term strategic business objectives.

1.

The awards consist of an aggregate target of 60,000 shares for the NEOs. The NEOs can earn up to five times of the target if our average stock price reaches the following five price levels (the “Price Hurdles”):

Price Hurdles				Percentage of Stock Price Increase (A)
	$140				29%
	$148				36%
	$156				44%
	$164				51%
	$172				59%

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(A)      The percentage represents the increase from our stock price of $108.43 on October 25, 2018, the date the MSU program was approved by the Compensation Committee.

2.

To earn the shares associated with any Price Hurdle, the average of the closing price of our Common Stock over a 20-consecutive day trading period must equal or exceed that Price Hurdle. The performance period for the first two Price Hurdles is from October 26, 2018 to December 31, 2021, and the performance period for the last three Price Hurdles is from October 26, 2018 to December 31, 2023.

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3.

Shares credited during the performance period upon achievement of the Price Hurdles will fully vest on January 1, 2024, subject to continued employment. In addition, the Compensation Committee imposed a post-vesting holding period which prohibits the sale of a portion of the vested shares for up to an additional two years.

 

The following table summarizes the number of shares that can be earned by the NEOs under the MSU2020 MPSU program, subject to the criteria described above:below:

 

						Price Hurdles
NEOs		Less Than $140				$140				$148				$156				$164				$172				Price Hurdle 1 (#)				Price Hurdle 2 (#)				Price Hurdle 3 (#)				Price Hurdle 4 (#)				Price Hurdle 5 (#)				Total (#)
Michael Hsing			0				21,600				21,600				21,600				21,600				21,600				19,300				19,300				19,300				19,300				19,300				96,500
Bernie Blegen			0				9,600				9,600				9,600				9,600				9,600				4,021				4,021				4,021				4,021				4,021				20,105
Deming Xiao			0				9,600				9,600				9,600				9,600				9,600				6,433				6,433				6,433				6,433				6,433				32,165
Maurice Sciammas			0				9,600				9,600				9,600				9,600				9,600				6,433				6,433				6,433				6,433				6,433				32,165
Saria Tseng			0				9,600				9,600				9,600				9,600				9,600				6,433				6,433				6,433				6,433				6,433				32,165

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The five price hurdles are as follows:

Price Hurdles ($)		Percentage of Stock Price Increase (A)
260			5%
270			9%
280			13%
290			17%
300			21%

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(A)  The percentage represents the increase from our stock price of $248.71 on July 21, 2020, the date the 2020 MPSU program was approved by the Compensation Committee.

To earn the shares associated with any price hurdle, the average of the closing price of our Common Stock over a 20-consecutive day trading period must equal or exceed that price hurdle at any point during the three-year performance period, which runs from July 21, 2020 to July 20, 2023. In addition, the Compensation Committee believes that it is in our best interest to continually diversify our customer base to include small to mid-sized businesses. Therefore, the Compensation Committee added one specific business operating goal, which requires us to generate cumulative revenue of $10 million for customers with revenue of less than $100,000 prior to July 2020. The performance period for this business operating goal is from July 21, 2020 to December 31, 2021.

Upon achievement of the price hurdles and the business operating goal and upon certification of performance by the Compensation Committee, 75% of the shares will vest on July 20, 2023, and the remaining 25% will vest on July 20, 2024, subject to continued employment through such dates. In addition, the Compensation Committee imposed a post-vesting holding period which prohibits the sale of the vested shares for an additional year.

Dividend Equivalents. In connection with our quarterly cash dividend program, all outstanding and unvested time and performance-based full value awards granted to employees, including the NEOs, have the right to receive dividend equivalents in order to maintain the economic alignment between the value of such awards and the value of a share of our Common Stock. The dividend equivalents are accumulated during the vesting periods of the shares underlying such awards and are paid in cash to employees only if and when the underlying shares vest. Dividend equivalents accrued on the underlying shares are forfeited if the employees do not fulfill their service requirement during the vesting periods. Dividend equivalents paid to the NEOs in 20182020 are included in the section “2020 Option Exercises and Stock Vested”below.

Certifications of Prior-YearAchievement of Prior Performance-Based Awards

 

As previously disclosed in our proxy statement for the 20182020 Annual Meeting of Stockholders, the Compensation Committee granted each NEO a PSU award in February 20172019 that could be earned based on theMPS’s average two-year (2017(2019 and 2018)2020) revenue growth rate as measured against the average two-year revenue growth rate for the analog industry published by the SIA. The PSU award consisted of a target award, as well as a maximum award equal to 300% of the target grant. The actual results at the end of the two-year performance period on December 31, 2018,2020, as approved by the Compensation Committee, were as follows:

 

MPS's Average Two-Year Revenue

MPS's Average Two-Year Revenue

MPS's Average Two-Year Revenue

Growth Rate Exceeds the Analog Industry by:

Growth Rate Exceeds the Analog Industry by:

Percentage of Target

Growth Rate Exceeds the Analog Industry by:

Percentage of

Target

Maximum

Actual Achievement

PSUs Earned

Maximum

Actual Achievement

PSU Earn-Out

5%

15%

11.6%

260.0

%

15% and above

23.9%

300.0

%

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The following table shows the actual shares earned under the 2019 PSU program for the NEOs: 

 

NEOsName		Earned (#)
Michael Hsing			254,220232,443
Bernie Blegen			43,89341,196
Deming Xiao			74,33160,186
Maurice Sciammas			74,33160,186
Saria Tseng			74,33160,186

 

50% of the awards earned vested in February 2021, with the remaining 50% vesting quarterly over the following two years through February 2023, for a total vesting period of four years, subject to continued employment through such dates. The NEOs are required to pay MPS a purchase price of $30 per share upon vesting of the actual awards earned. 50%

In addition, as disclosed in this Proxy Statement, the Compensation Committee granted each NEO an MPSU award in July 2020. The MPSU award consisted of a target award, as well as a maximum award equal to 500% of the target grant based on the achievement of five MPS stock price hurdles ranging from $260 to $300 at any point during a three-year performance period. In addition, the MPSU award required the achievement of one specific business operating goal at any point during a performance period through December 31, 2021. During 2020, we achieved all five stock price hurdles and the business operating goal, which were approved by the Compensation Committee. The table below shows the actual shares earned under the MPSU program for the NEOs:

Name		Earned (#)
Michael Hsing			96,500
Bernie Blegen			20,105
Deming Xiao			32,165
Maurice Sciammas			32,165
Saria Tseng			32,165

75% of the awards earned vested in February 2019, withwill vest on July 20, 2023, and the remaining 50% vesting quarterly over the following two years through February 2021,25% will vest on July 20, 2024, subject to continued employment.  employment through such dates. In addition, the Compensation Committee imposed a post-vesting holding period which prohibits the sale of the vested shares for an additional year.

 

Broad-Based Benefits

 

Our NEOs are eligible to participate in our broad-based employee benefit programs on the same terms offered to our employees. These benefit programs include the Employee Stock Purchase Plan, medical, dental and vision insurance, long-term and short-term disability insurance, life and accidental death and dismemberment insurance, and health and dependent care flexible spending accounts.  We do not provide pension arrangements or post-retirement health coverage for our NEOs or other employees. In addition, we do not provide matching contributions onto the 401(k) plan or the deferred compensation plan for our NEOs or other employees.

 

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Severance and Change in Control Arrangements

 

We offer severance benefits to our NEOs, including severance in connection with a change in control of MPS. In general, severance does not exceed six to twelve months of base salary, target bonus and other benefits, and is conditioned on a release of claims and compliance with ongoing obligations. We believe these modest benefits balance the costs to MPS with the retention benefits that are commonly understood to come from offering severance and change in control benefits. For all change in control arrangements, the NEO is entitled to benefits if his or her employment is terminated without cause or if he or she leaves for good reason within one year following a change in control. This approach is commonly referred to as a “double-trigger” arrangement and is favored by many institutional investors and their advisors. We believe the size and conditions to receipt of these severance benefits are consistent with market practices. These arrangements are discussed in more detail in the section “Named Executive Officer Compensation — Potential Payments Upon Termination or Termination Upon Change in Control.”

 

Stock Ownership Guidelines

 

In February 2012, the Board established stock ownership guidelines for our executive officersNEOs and directors. These guidelines reinforce the importance of aligning the interests of our executive officersNEOs and directors with the interests of our stockholders.

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For the NEOs, the guidelines are determined as a multiple of each NEO’s base salary, and then converted to a fixed number of shares. Currently, the multiple for our CEO is five times his base salary, while the multiples for other NEOs are two times each NEO’s base salary.  

 

Equity interests that count toward the satisfaction of the ownership guideline include shares owned directly or indirectly by the executive, including restricted or unrestricted shares or stock units (excluding restricted shares or stock units that remain subject to achievement of performance goals), and any shares owned in our savings plans, such as our 401(k), plan, or acquired through the Employee Stock Purchase Plan. Executives have five years from the date of adoption of the guidelines or their appointment as an executive officer, as applicable, to attain these ownership levels. levels. As of December 31, 2018,2020, all of the NEOs met the stock ownership guidelines.

 

For the non-employee directors, the stock ownership guidelines are determined as a multiple of the annual retainer paid to the non-employee director and then converted to a fixed number of shares. In February 2016, based on our compensation consultant’s best practice recommendation, we amended the stock ownership guidelines to increase the required level for our non-employee directors from two times to three times of each such director’s annual retainer. As of December 31, 2018,2020, all of the directors met the stock ownership guidelines.

 

Policy Regarding Clawback of Incentive Compensation

 

In February 2012, the Board adopted a Compensation Recoupment Policy, which requires the Board to recoup any excess performance-based cash compensation paid to key members of our executive team, including the NEOs, if the financial results on which the incentive compensation awards were based are restated due to fraud or intentional misconduct by the executive, if the Board determines, in its sole discretion, that it is in the best interests of us and our stockholders for the executive to repay or forfeit all or any portion of the subject performance-based cash compensation.  

 

Anti-Hedging and Monetization Transactions and Short Sales

 

We prohibit our directors, officers (including our NEOs), and officers, including our NEOs,other employees from engaging in hedging or monetization transactions with respect to our securitiesstock that they obtained through our plans or otherwise, including transactions involving the use of financial instruments such as prepaid variable forwards, equity swaps, collars, forward sale contracts and exchange funds, without prior Board approval.approval by the Chief Compliance Officer.  We also prohibit our directors and officers, including our NEOs, from engaging in any short sales of our securities.stock.

 

Tax and Accounting Impacts of Equity Grants

 

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for “covered employees.employees,” Prior towhich, following the enactment of the 2017 Tax Cuts and Jobs Act (the “2017 Tax Act”) enacted in December 2017, covered employees consistedconsist of our Chief Executive Officer and eachall of the next three highest compensated officers serving atNEOs, including the end of the taxable year other than our Chief Financial Officer, and compensation that qualified as “performance-based” under Section 162(m) was exempt from this $1 million deduction limitation. As a result of the 2017 Tax Act, this exemption was, withwell as certain limited exceptions, eliminated. In addition, the definition of covered employees was expanded to include all namedformer executive officers.

 

Our Compensation Committee is aware of current rules governing the taxation and accounting for cash and equity compensation as applicable to public companies. Our Compensation Committee believes that, in establishing the cash and equity incentive compensation plans and arrangements for our executive officers,NEOs, the potential deductibility of the compensation payable under those plans and arrangements should be only one of a number of relevant factors taken into consideration, and not the sole governing factor. The Compensation Committee believes it is important to maintain cash and equity incentive compensation at the requisite level to attract and retain the individuals essential to our financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.

 

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Compensation Committee Report

 

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis with our management. Based upon such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement for the Annual Meeting.Meeting and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020.

 

Members of the Compensation Committee:   Jeff Zhou, Chairman Herbert Chang Eugen Elmiger

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Compensation Committee Interlocks and Insider Participation

 

No Compensation Committee member was at any time during 2018,2020, or at any other time, an officer or employee of us or any of our subsidiaries.  No executive officerNEO of MPS serves on the board or compensation committee of any entity that has one or more executive officers serving on the Board or Compensation Committee. 

 

Compensation Risk Management

 

In 2018,2020, our management, including members from our internal legal, accounting, finance and human resources departments, undertook a subjective review of our compensation policies and practices that applied to all of our employees, including the following: annual base salaries and bonuses, equity incentive awards under our equity incentive plans and the Employee Stock Purchase Plan. This review was designed to review, consider and analyze the extent to which, if any, our compensation policies and practices might create risks for us, and this review also focused on variable and incentive compensation elements, as well as policies and practices that could mitigate or balance any such incentives. After conducting this review, management determined that our compensation policies and practices for our employees do not create any risks that are reasonably likely to have a material adverse effect on us. The results of the review and management’s determination were reviewed and independently considered by the Compensation Committee, which concurred with management’s assessment.

 

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2020 Summary Compensation Table

 

The following table sets forth the compensation for our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers serving on December 31, 2020, which officers together constitute our NEOs:

 

Name and Principal Position		Year		Salary				Bonus (1)				Stock Awards (2)(3)				Non-Equity Incentive Plan Compensation (4)				All Other Compensation (5)				Total				Year		Salary ($)			Bonus ($)			Stock Awards ($)(1)(2)			Non-Equity Incentive Plan Compensation ($)(3)			All Other Compensation ($)(4)			Total ($)
Michael Hsing		2018		$	643,846			$	-			$	9,446,868			$	1,625,000			$	-			$	11,715,714			2020			650,000			-			12,395,153			1,625,000			-			14,670,153
Chief Executive Officer, President and		2017		$	600,000			$	90,000			$	5,909,642			$	1,386,977			$	-			$	7,986,619
Chairman of the Board		2016		$	600,000			$	90,000			$	5,228,852			$	1,113,212			$	-			$	7,032,064
Chief Executive Officer, President																												2019			650,000			-			7,945,677			761,269			-			9,356,946
and Chairman of the Board																												2018			643,846			-			9,446,868			1,625,000			-			11,715,714
Bernie Blegen		2018		$	295,308			$	-			$	1,870,950			$	600,000			$	-			$	2,766,258			2020			320,000			-			2,311,155			640,000			-			3,271,155
Chief Financial Officer		2017		$	281,692			$	34,800			$	1,020,348			$	384,149			$	-			$	1,720,989			2019			317,308			-			1,408,217			299,823			-			2,025,348
		2016		$	237,890			$	23,400			$	669,667			$	222,718			$	-			$	1,153,675			2018			295,308			-			1,870,950			600,000			-			2,766,258
Deming Xiao		2018		$	340,000			$	-			$	2,720,429			$	680,000			$	-			$	3,740,429			2020			340,000			-			3,482,786			680,000			-			4,502,786
President of Asia Operations		2017		$	340,000			$	40,800			$	1,727,919			$	450,382			$	-			$	2,559,101			2019			340,000			-			2,057,358			318,562			-			2,715,920
		2016		$	340,000			$	40,800			$	1,587,624			$	388,328			$	157,265			$	2,514,017			2018			340,000			-			2,720,429			680,000			-			3,740,429
Maurice Sciammas		2018		$	340,000			$	-			$	2,720,429			$	680,000			$	-			$	3,740,429			2020			340,000			-			3,482,786			680,000			-			4,502,786
Senior Vice President,		2017		$	340,000			$	40,800			$	1,727,919			$	450,382			$	-			$	2,559,101			2019			340,000			-			2,057,358			318,562			-			2,715,920
Worldwide Sales and Marketing		2016		$	340,000			$	40,800			$	1,587,624			$	388,328			$	-			$	2,356,752			2018			340,000			-			2,720,429			680,000			-			3,740,429
Saria Tseng		2018		$	340,000			$	-			$	2,720,429			$	680,000			$	-			$	3,740,429			2020			340,000			-			3,482,786			680,000			-			4,502,786
Vice President, Strategic Corporate		2017		$	340,000			$	40,800			$	1,727,919			$	450,382			$	-			$	2,559,101			2019			340,000			-			2,057,358			318,562			-			2,715,920
Development and General Counsel		2016		$	340,000			$	40,800			$	1,587,624			$	388,328			$	-			$	2,356,752			2018			340,000			-			2,720,429			680,000			-			3,740,429

 

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(1)

Includes discretionary cash bonuses approved by the Compensation Committee. Beginning in 2018, the Compensation Committee removed the discretionary cash bonus component from the executive compensation program.

(2)

The 2020 stock awards include PSUs and MPSUs. For more information regarding the stockthese awards, see the section ““Named Executive Officer Compensation — Compensation Discussion and Analysis.” The amounts reflect the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, excluding the impact of estimated forfeitures.

 

The 2020 PSUs included in the table above contain a purchase price feature, which requires the NEOs to pay MPS a purchase price$30 per share upon vesting of the shares. TheThis $30 purchase price requirement is deemed satisfied and waived if the average stock price for 20 consecutive trading days at any time during the performance period is $30 per share for PSUs granted in 2018 and 2017, and $20 per share for PSUs granted in 2016. Shares thathigher than the grant date stock price of $182.62. The 2020 MPSUs do not vest will not becontain a purchase price feature. Upon vesting, the MPSUs are subject to the purchase price payment to MPS.a post-vesting sales restriction period of one year. The grant date fair value of thesethe 2020 PSUs and the 2020 MPSUs was estimated using the Black-Scholes model, which takes the purchase price feature into consideration.

The grant date fair value of MSUs was estimatedcalculated using a Monte Carlo simulation method.

model. Assumptions used in the calculation of all the stock awards are included in Note 1 and Note 78 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018,2020, filed with the SEC on March 1, 2019.2021.

 

(3)(2)

During 2020, we achieved all of the performance and market conditions for the 2020 MPSUs. Assuming the highest level of performance for the 2020 MPSUs, the aggregate grant date fair value of the 2020 stock awards would be as follows: (a) $27,095,577 for Mr. Hsing, (b) $5,373,870 for Mr. Blegen, (c) $8,382,674 for Mr. Xiao, (d) $8,382,674 for Mr. Sciammas, and (e) $8,382,674 for Ms. Tseng. In addition, assuming the achievement of the highest level of performance criteria,for the 2020 PSUs, the aggregate grant date fair value of the 2020 stock awards in 2018 would be as follows: (a) $31,298,940$44,535,671 for Mr. Hsing, (b) $6,927,666$8,464,822 for Mr. Blegen, (c) $9,476,104$12,898,303 for Mr. Xiao, (d) $9,476,104$12,898,303 for Mr. Sciammas, and (e) $9,476,104 for Ms. Tseng. Assuming the achievement of the highest level of performance criteria, the aggregate grant date fair value of the stock awards in 2017 would be as follows: (a) $17,728,926 for Mr. Hsing, (b) $3,061,044 for Mr. Blegen, (c) $5,183,757 for Mr. Xiao, (d) $5,183,757 for Mr. Sciammas, and (e) $5,183,757 for Ms. Tseng. Assuming the achievement of the highest level of performance criteria, the aggregate grant date fair value of the stock awards in 2016 would be as follows: (a) $15,686,556 for Mr. Hsing, (b) $1,933,785 for Mr. Blegen, (c) $4,762,871 for Mr. Xiao, (d) $4,762,871 for Mr. Sciammas, and (e) $4,762,871$12,898,303 for Ms. Tseng.

 

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(4)(3)

The 2020 amounts reflect the short-term cash incentive compensation earned by the NEOs under our non-equity incentive plan, as described under the section ““Named Executive Officer Compensation — Compensation Discussion and Analysis.”

 

(5)(4)

The “other compensation” for Mr. Xiao represents the value of the vested equity interest in a subsidiary of MPS that owned a corporate apartment in Chengdu, China, which was provided to Mr. Xiao in connection with his extended stay in China due to his increased responsibilities in our operations in Asia. See the section “Executive Officer Compensation — Potential Payments Upon Termination or Termination Upon Change in Control - Employment Agreements and Change in Control Arrangements” for more information. Other than these amounts, weWe did not provide other benefits or compensation for the NEOs that is required to be disclosed under Item 402(c)(2)(ix) of Regulation S-K.

 

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CEO Pay Ratio

 

For 2018,2020, our CEO pay ratio was determined as follows:

 

●

The annual total compensation of our CEO was $11,715,714,$14,670,153, as reported in the “Total” column in the 2020 Summary Compensation Table disclosed above.

●

The median of the annual total compensation of all employees (other than our CEO) was $31,798.$34,212. The median employee was located in China.Asia.

●

The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 368429 to 1.  This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

 

For purposesTo determine the median of calculating the amountannual total compensation of compensation paid to our median employee in 2018,employees, we usedapplied the same median employee that we identified in 2017. There have been no significant changes in our employee population or employee compensation arrangements that we believe would materially impact the pay ratio disclosure. following methodologies and assumptions:

●

We selected December 31, 2020 as the date for purposes of establishing the employee population used in identifying the median employee.

●

As of December 31, 2020, our global headcount consisted of approximately 2,200 permanent and temporary employees, with a majority of these employees located in international locations with various market wages and cost of living standards. All of these employees were included in the employee population used in identifying the median employee.

●

We used payroll and equity plan records for the twelve-month period from January 1, 2020 to December 31, 2020. The components of annual compensation included base salary, sales commissions, bonuses, the grant date fair value of stock awards and certain employee benefits.

●

Total compensation was annualized for permanent employees who commenced employment during the year. Total compensation was not annualized for temporary employees.

●

No cost-of-living or other adjustments permissible by the SEC rules were made.

 

The SEC rules for identifying the median employee and calculating the pay ratio based on that employee'semployee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Alternative Measure:

As discussed in the Compensation Discussion and Analysis section above, more than 94%96% of our CEO’s annual compensation iswas tied to rigorous performance conditions in 2020, while the annual compensation of our median employee iswas not tied to performance goals. Accordingly, as an alternative measure, management believes that a more direct and meaningful pay ratio is to compare compensation that is not tied to any performance objectives. Based on this alternative method, our alternative CEO pay ratio was determined as follows:

 

●

The alternative annual total compensation of our CEO was $643,846.$650,000.

●

The median of the annual total compensation of all employees (other than our CEO) was $31,798.$34,212.

●

The ratio of the alternative annual total compensation of our CEO to the median of the annual total compensation of all employees was 2019 to 1.

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Grants of Plan-Based Awards for the Year Ended December 31, 20182020

 

						Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)												Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2)												Grant Date Fair Value of Stock								Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)												Estimated Future Payouts Under Equity Incentive Plan Awards (2)												Grant Date Fair Value of Stock and Option
NEOs		Grant Date				Threshold				Target				Maximum				Threshold				Target				Maximum				Awards (3)
Name																																		Grant Date				Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)				Awards ($)(3)
Michael Hsing			-			$	-			$	650,000			$	1,625,000				-				-				-				-				-				-				650,000				1,625,000				-				-				-				-
		2/7/2018					-				-				-				-				97,500				292,500			$	7,967,700			2/4/2020					-				-				-				-				51,108				153,324				8,720,047
		10/25/2018					-				-				-				-				21,600				108,000			$	1,479,168			7/21/2020					-				-				-				-				19,300				96,500				3,675,106
Bernie Blegen			-			$	-			$	240,000			$	600,000				-				-				-				-				-				-				256,000				640,000				-				-				-				-
		2/7/2018					-				-				-				-				14,850				44,550			$	1,213,542			2/4/2020					-				-				-				-				9,058				27,174				1,545,476
		10/25/2018					-				-				-				-				9,600				48,000			$	657,408			7/21/2020					-				-				-				-				4,021				20,105				765,679
Deming Xiao			-			$	-			$	272,000			$	680,000				-				-				-				-				-				-				272,000				680,000				-				-				-				-
		2/7/2018					-				-				-				-				25,245				75,735			$	2,063,021			2/4/2020					-				-				-				-				13,233				39,699				2,257,814
		10/25/2018					-				-				-				-				9,600				48,000			$	657,408			7/21/2020					-				-				-				-				6,433				32,165				1,224,972
Maurice Sciammas			-			$	-			$	272,000			$	680,000				-				-				-				-				-				-				272,000				680,000				-				-				-				-
		2/7/2018					-				-				-				-				25,245				75,735			$	2,063,021			2/4/2020					-				-				-				-				13,233				39,699				2,257,814
		10/25/2018					-				-				-				-				9,600				48,000			$	657,408			7/21/2020					-				-				-				-				6,433				32,165				1,224,972
Saria Tseng			-			$	-			$	272,000			$	680,000				-				-				-				-				-				-				272,000				680,000				-				-				-				-
		2/7/2018					-				-				-				-				25,245				75,735			$	2,063,021			2/4/2020					-				-				-				-				13,233				39,699				2,257,814
		10/25/2018					-				-				-				-				9,600				48,000			$	657,408			7/21/2020					-				-				-				-				6,433				32,165				1,224,972

 

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(1)

The amounts reflect the threshold, target, and maximum awards under the short-term cash incentive compensation program, which is described in detail in the section “NamedExecutive Officer Compensation — Compensation Discussion and Analysis.”

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	(2)	The amounts reflect the threshold, target, and maximum number of shares of the PSUs and MPSUs that may be earned under the long-term equity incentive compensation program, which is described in detail in the section “NamedExecutive Officer Compensation —Compensation —Compensation Discussion and Analysis.”
		The PSUs granted in 2018on February 4, 2020 contain a purchase price feature, which requires the NEOs to pay MPS $30 per share upon vesting of the shares. Shares that do not vest will not be subject to theThis $30 purchase price payment to MPS. The target number of shares granted to each NEO was determined based onrequirement is deemed satisfied and waived if the equity compensation value divided by the closingaverage stock price for 20 consecutive trading days at any time during the performance period is $30 higher than the grant date stock price of $182.62. The MPSUs granted on the date of grant less the purchase price. MSUs granted in 2018July 21, 2020 do not contain a purchase price feature. Upon vesting, the MPSUs are subject to a post-vesting sales restriction period of one year.

 

(3)

The amounts reflect the aggregate grant date fair value of each award based on the target level of performance andawards calculated in accordance with ASC Topic 718, excluding the impact of estimated forfeitures.   TheFor the PSUs granted on February 4, 2020, the amounts reflect the target level of performance and the grant date fair value of the PSUs was $81.72$170.62 per share, which was calculated using a Monte Carlo simulation model. For the Black-Scholes modelMPSUs granted on July 21, 2020, the amounts reflect the target level of performance and factored in the purchase price requirement of $30 per share.   The grant date fair value of the MSUsMPSUs was $68.48$190.42 per share, which was calculated using a Monte Carlo simulation model and included an illiquidity discount to account for the Monte-Carlo simulation model. post-vesting sales restriction period of one year. Assumptions used in the calculation of the grant date fair value of the stock awards are included in Note 1 and Note 78 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018,2020, filed with the SEC on March 1, 2019.2021.

 

Narrative Disclosure to 2020 Summary Compensation Table and Grants of Plan-Based Awards During the Year Ended December 31, 20182020

 

A discussion of 20182020 salaries, incentive plans and awards is set forth under the section ““Named Executive Officer Compensation - Compensation Discussion and Analysis,” including a discussion of the material terms and conditions of the short-term cash incentive compensation, PSUs and MSUs.MPSUs. For information regarding our employment agreements with the NEOs, see the section “NamedExecutive Officer Compensation – Potential Payments Upon Termination or Termination Upon Change in Control – Employment Agreements and Change in Control Arrangements.” 

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Equity Incentive Grant Policies

 

We maintain the Monolithic Power Systems Equity Award Grant Policy, which is designed to work in concert with: (1) the administrative provisions of our Amended and Restated 2014 Equity Incentive Plan (the “Amended 2014 Equity Plan”) and such other plans as we may adopt from time to time (which we refer to collectively as the Plans), (2) the requirements of the Delaware General Corporation Law, (3) the corporate governance requirements of NASDAQ, (4) applicable rules and regulations of the SEC, including those relating to Section 16 of the 1934 Act, and (5) relevant sections of the Internal Revenue Code. Grants to our NEOs are made pursuant to this policy, must be approved by the Compensation Committee and will only be granted at specific times during the year, as described in further detail below.

 

Plan and Corporate Authorization

 

Under the Plans, the authorization to administer the grant of equity incentive awards is conferred upon the Board or any committee of the Board as properly constituted under applicable laws. The Board has delegated to the Compensation Committee the authority to serve as administrator of the Plans (including the authority to grant awards under the Plans), and has approved a charter outlining the responsibilities of this committee which also includes this express authority. The delegation of authority to the Compensation Committee is not exclusive; the Board retains the right to formally approve award grants as well. The Compensation Committee may form and delegate authority to subcommittees when appropriate.

 

In addition, the Board has delegated limited authority for grants of equity awards under the Plans to new employees and consultants to a committee consisting of the Chief Executive Officer (which committee we refer to as the Equity Award Committee). The authority does not extend to grants to the NEOs. The delegation of authority to the Equity Award Committee is not exclusive; the Board and Compensation Committee retain the right to formally approve award grants as well.

 

Equity Grants to New Hires

 

Grants to newly hired employees and consultants (other than Executive Officers as defined below) will generally be made on the date of the next regularly scheduled Board meeting subsequent to the employees’ start date. Management submits the employee equity award recommendations to the Compensation Committee and, if such equity awards are approved by the Compensation Committee, such equity awards will be granted effective as of the date of a meeting approving such awards as evidenced by written minutes of such meeting or the date of the last verification signature or electronic verification over email in the event of a written consent in lieu of the meeting.

 

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New hire grants made to “Executive Officers” (currently defined as the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief Operations Officer, President, employees who are members of the Board and any other employee determined by the Board to be an Executive Officer) generally will only be granted on the date of the next regularly scheduled Board meeting subsequent to the Executive Officer’s start date and following the recommendation of such grant by the Compensation Committee.

 

Equity Grants to Existing Employees or Incumbent Members of the Board

 

Generally, annual grants of equity awards shall be made to key performers at a regularly scheduled Board meeting. Equity awards to non-employee members of the Board shall be made by the Board or pursuant to any automatic grant provisions in the Plans.

 

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OutstandingOutstanding Equity Awards at 20182020 Year-End

 

The following table sets forth, as to the NEOs, certain information concerningregarding their outstanding stock awards at December 31, 2018.2020. There were no outstanding option awards held by the NEOs as of December 31, 2018.2020.

 

		Stock Awards																					Stock Awards
NEOs		Grant Date					Number of Shares of Restricted Stock Units that Have Not Vested (#)				Market Value of Shares of Restricted Stock Units That Have Not Vested (1)				Equity Incentive Plan Awards: Number of Unearned Restricted Stock Units That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Restricted Stock Units That Have Not Vested (1)
Name																							Grant Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)(1)				Equity Incentive Plan Awards: Number of Unearned Shares, Unit or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
Michael Hsing		12/14/2013			(2)			550,000			$	65,917,500				-				-			12/14/2013		(2)			330,000				123,429,904				-				-
		2/3/2015			(3)			14,123			$	1,678,021				-				-
		12/31/2015			(4)			95,960			$	11,292,903				-				-			2/7/2017		(3)			15,888				5,949,410				-				-
		2/2/2016			(5)			101,641			$	9,971,127				-				-			2/7/2018		(4)			90,393				33,414,743				-				-
		2/7/2017			(6)			254,220			$	22,122,046				-				-			10/25/2018		(5)			108,000				39,835,801				-				-
		12/31/2015			(7)			-				-				8,557			$	1,018,711			2/11/2019		(6)			232,443				85,406,534				-				-
		2/7/2018			(8)			-				-				97,500			$	8,526,375			7/21/2020		(7)			96,500				35,360,496
		10/25/2018			(9)			-				-				21,600			$	2,517,480			2/4/2020		(8)			-				-				51,108				18,819,499
Bernie Blegen		12/14/2013			(2)			36,000			$	4,314,600				-				-			12/14/2013		(2)			21,600				8,079,048				-				-
		2/3/2015			(10)			155			$	18,463				-				-			2/7/2017		(3)			2,745				1,027,762				-				-
		2/2/2016			(11)			133			$	15,834				-				-			2/7/2018		(4)			13,766				5,088,730				-				-
		2/2/2016			(12)			312			$	30,722				-				-			10/25/2018		(5)			48,000				17,704,801				-				-
		7/19/2016			(5)			12,973			$	1,270,551				-				-			2/11/2019		(6)			41,196				15,136,647				-				-
		2/7/2017			(6)			43,893			$	3,819,553				-				-			7/21/2020		(7)			20,105				7,367,075
		2/7/2018			(8)			-				-				14,850			$	1,298,633			2/4/2020		(8)			-				-				9,058				3,335,427
		10/25/2018			(9)			-				-				9,600			$	1,118,880
Deming Xiao		12/14/2013			(2)			216,000			$	25,887,600				-				-			12/14/2013		(2)			129,600				48,474,289				-				-
		2/3/2015			(3)			4,289			$	509,597				-				-
		12/31/2015			(4)			52,340			$	6,159,554				-				-			2/7/2017		(3)			4,646				1,739,854				-				-
		2/2/2016			(5)			30,862			$	3,027,638				-				-			2/7/2018		(4)			23,401				8,650,365				-				-
		2/7/2017			(6)			74,331			$	6,468,261				-				-			10/25/2018		(5)			48,000				17,704,801				-				-
		12/31/2015			(7)			-				-				4,668			$	555,725			2/11/2019		(6)			60,186				22,114,143				-				-
		2/7/2018			(8)			-				-				25,245			$	2,207,675			7/21/2020		(7)			32,165				11,786,221
		10/25/2018			(9)			-				-				9,600			$	1,118,880			2/4/2020		(8)			-				-				13,233				4,872,788
Maurice Sciammas		12/14/2013			(2)			216,000			$	25,887,600				-				-			12/14/2013		(2)			129,600				48,474,289				-				-
		2/3/2015			(3)			4,289			$	509,597				-				-			2/7/2017		(3)			4,646				1,739,854				-				-
		12/31/2015			(4)			52,340			$	6,159,554				-				-			2/7/2018		(4)			23,401				8,650,365				-				-
		2/2/2016			(5)			30,862			$	3,027,638				-				-			10/25/2018		(5)			48,000				17,704,801				-				-
		2/7/2017			(6)			74,331			$	6,468,261				-				-			2/11/2019		(6)			60,186				22,114,143				-				-
		12/31/2015			(7)			-				-				4,668			$	555,725			7/21/2020		(7)			32,165				11,786,221
		2/7/2018			(8)			-				-				25,245			$	2,207,675			2/4/2020		(8)			-				-				13,233				4,872,788
		10/25/2018			(9)			-				-				9,600			$	1,118,880
Saria Tseng		12/14/2013			(2)			216,000			$	25,887,600				-				-			12/14/2013		(2)			129,600				48,474,289				-				-
		2/3/2015			(3)			4,289			$	509,597				-				-			2/7/2017		(3)			4,646				1,739,854				-				-
		12/31/2015			(4)			52,340			$	6,159,554				-				-			2/7/2018		(4)			23,401				8,650,365				-				-
		2/2/2016			(5)			30,862			$	3,027,638				-				-			10/25/2018		(5)			48,000				17,704,801				-				-
		2/7/2017			(6)			74,331			$	6,468,261				-				-			2/11/2019		(6)			60,186				22,114,143				-				-
		12/31/2015			(7)			-				-				4,668			$	555,725			7/21/2020		(7)			32,165				11,786,221
		2/7/2018			(8)			-				-				25,245			$	2,207,675			2/4/2020		(8)			-				-				13,233				4,872,788
		10/25/2018			(9)			-				-				9,600			$	1,118,880

 

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(1)

The market value of the unvested stock awards is based on the closing market price of our Common Stock of $116.25$366.23 as of December 31, 2018, less any applicable purchase price,2020, and includes any outstanding dividend equivalents accumulated on such awards.