Proxy Statement Pursuant to Section 14(a) of the | |||
Securities Exchange Act of 1934 (Amendment No. | ) |
1) | Title of each class of securities to which transaction applies: | |
2) | Aggregate number of securities to which transaction applies: | |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
4) | Proposed maximum aggregate value of transaction: | |
5) | Total fee paid: | |
1) | Amount Previously Paid: | |
2) | Form, Schedule or Registration Statement No.: | |
3) | Filing Party: | |
4) | Date Filed: | |
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Annual Meeting of Shareholders | • | Place: |
• | Date and time: Tuesday, October | |
• | Record Date: August 29, | |
• | Approximate Date of Availability of Proxy Materials: September | |
• | Voting: Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to vote for each director nominee and to one vote for each of the other proposals to be voted on. | |
Voting matters and Board recommendations | • | Election of |
• | Approval of amendment to our | |
• | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending June | |
• | Advisory (nonbinding) vote to approve executive compensation (FOR) | |
• | Advisory (nonbinding) vote on frequency of future shareholder advisory votes on executive compensation (FOR “one year”) | |
Board nominees | • | Charles M. Swoboda. Cree, Inc. Chairman, President and Chief Executive Officer. Cree Director since 1999. |
• | Clyde R. Hosein. Executive Vice President and Chief Financial Officer of RingCentral, Inc. Cree Director since 2005. | |
• | Robert A. Ingram. General Partner in Hatteras Venture Partners. Cree Director since 2008. | |
• | ||
• | C. Howard Nye. Chairman, Chief Executive Officer and President of Martin Marietta Materials, Inc. Cree Director since October 2015. | |
• | John B. Replogle. Chief Executive Officer and President of Seventh Generation, Inc. Cree Director since 2014. | |
• | Thomas H. Werner. Chief Executive Officer and Director of SunPower Corporation. Cree Director since 2006. | |
• | Anne C. Whitaker. Chief Executive Officer and President of |
Executive officers at end of fiscal year | • | Charles M. Swoboda, Chairman, President and Chief Executive Officer |
• | Michael E. McDevitt, Executive Vice President and Chief Financial Officer | |
• |
Approval of amendment to our | We are seeking shareholder approval of an amendment to our | |
Independent auditors | Although not required, we ask shareholders to ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending June | |
Advisory (nonbinding) vote to approve executive compensation | Annually, our shareholders consider and vote on the compensation of our named executive officers on an advisory (nonbinding) basis. Our Board of Directors recommends a FOR vote. | |
Advisory (nonbinding) vote on frequency of future shareholder advisory votes onexecutive compensation | At least once every six years, our shareholders consider and vote on the frequency of future shareholder votes on compensation of our named executive officers on an advisory (nonbinding) basis. Our Board of Directors recommends a vote FOR “one year”. |
Name | Age | Principal Occupation and Background | Director Since | Age | Principal Occupation and Background | Director Since |
Charles M. Swoboda | 47 | Mr. Swoboda has served as the Company’s Chief Executive Officer since June 2001, as President since January 1999, as a member of the Board of Directors since October 2000 and as chairman since April 2005. He was Chief Operating Officer of the Company from 1997 to June 2001 and Vice President for Operations from 1997 to 1999. Prior to his appointment as Vice President for Operations, Mr. Swoboda served as Operations Manager from 1996 to 1997, as General Manager of the Company’s former subsidiary, Real Color Displays, Incorporated, from 1994 to 1996 and as LED Product Manager from 1993 to 1994. He was previously employed by Hewlett-Packard Company. Mr. Swoboda’s employment with the Company for the past 21 years in diverse roles, his leadership as the Company’s Chief Executive Officer for thirteen years and his service on the Board of Directors for fourteen years, including his service as Chairman of the Board for the past nine years, uniquely qualify him for election to the Board of Directors. He brings to the Board a critical perspective and understanding of the Company’s business strategy, and he is enabled by his experience and position as Chief Executive Officer to provide the Board valuable insight into the management and operations of the Company. | 2000 | 50 | Mr. Swoboda has served as the Company’s Chief Executive Officer since June 2001, as President since January 1999, as a member of the Board of Directors since October 2000 and as chairman since April 2005. He was Chief Operating Officer of the Company from 1997 to June 2001 and Vice President for Operations from 1997 to 1999. Prior to his appointment as Vice President for Operations, Mr. Swoboda served as Operations Manager from 1996 to 1997, as General Manager of the Company’s former subsidiary, Real Color Displays, Incorporated, from 1994 to 1996 and as LED Product Manager from 1993 to 1994. He was previously employed by Hewlett-Packard Company. In May 2017, the Company announced that Mr. Swoboda will step down from his executive positions with Cree and as a member of the Board of Directors following the appointment of his successor as President and Chief Executive Officer. Mr. Swoboda’s employment with the Company for the past 24 years in diverse roles, his leadership as the Company’s Chief Executive Officer for sixteen years and his service on the Board of Directors for seventeen years, including his service as Chairman of the Board for the past twelve years, uniquely qualify him for election to the Board of Directors. He brings to the Board a critical perspective and understanding of the Company’s business strategy, and he is enabled by his experience and position as Chief Executive Officer to provide the Board valuable insight into the management and operations of the Company. | 2000 |
Clyde R. Hosein | 55 | Mr. Hosein has been a member of the Board of Directors since December 2005. Since August 2013, he has served as Executive Vice President and Chief Financial Officer of RingCentral, Inc., a publicly traded provider of software-as-a-service cloud-based business communications solutions. From June 2008 to October 2012, he served as Chief Financial Officer of Marvell Technology Group Ltd., a publicly traded semiconductor provider of high-performance analog, mixed-signal, digital signal processing and embedded microprocessor integrated circuits, and he also served as its Interim Chief Operating Officer and Secretary from October 2008 to March 2010. From 2003 to 2008, he served as Vice President and Chief Financial Officer of Integrated Device Technology, Inc., a provider of mixed-signal semiconductor solutions. From 2001 to 2003, he served as Senior Vice President, Finance and Administration and Chief Financial Officer of Advanced Interconnect Technologies, a semiconductor assembly and test company. He has also held other senior level financial positions, including the role of Chief Financial Officer at Candescent Technologies, a developer of flat panel display technology. Early in his career he spent 14 years in financial and engineering roles at IBM Corporation. Mr. Hosein’s qualifications to serve as a director include his service on the Company’s Board of Directors and its Audit Committee during the past nine years, his years of experience as an executive officer in publicly traded companies in the semiconductor industry, including his roles in operational management, his substantial experience as a chief financial officer responsible for the finance and accounting functions of publicly traded companies, his qualifications as an audit committee financial expert, and his technical background and significant experience in technology-based companies generally. | 2005 |
Name | Age | Principal Occupation and Background | Director Since | Age | Principal Occupation and Background | Director Since |
Robert A. Ingram | 71 | Mr. Ingram joined the Board of Directors in December 2008 and has served as Lead Independent Director since October 2011. Since January 2007, he has been a General Partner in Hatteras Venture Partners, a venture capital firm that invests in early stage life science companies in the southeast United States, and he has also served as strategic advisor to the chief executive officer of GlaxoSmithKline plc, a publicly traded pharmaceutical research and development company. From 2003 through 2009, he served as Vice Chairman Pharmaceuticals, GlaxoSmithKline. He previously served as Chief Operating Officer and President of Pharmaceutical Operations of GlaxoSmithKline following the December 2000 merger of Glaxo Wellcome plc and SmithKline Beecham plc. Prior to the merger he served as Chief Executive Officer of Glaxo Wellcome plc and as Chairman, President and Chief Executive Officer of Glaxo Wellcome Inc. Mr. Ingram also serves on the Board of Directors of Edwards Lifesciences Corporation and Regeneron Pharmaceuticals, Inc., and serves as Lead Director of Valeant Pharmaceuticals International, Inc. He also served as Chairman of the Board of Directors of OSI Pharmaceuticals, Inc. from January 2003 until its sale in June 2010, and served on the Board of Directors of Elan Corporation, plc from December 2010 until its sale in December 2013 and as its Chairman from January 2011 until December 2013. He previously served as a director of Misys plc, Nortel Networks Corp., Wachovia Corp., Lowe’s Companies, Inc., Pharmaceutical Product Development, Inc. and Allergan, Inc. until 2005, 2006, 2008, May 2011, December 2011 and December 2012, respectively. Mr. Ingram brings to the Company’s Board of Directors a wealth of experience as a director who has served in several roles on the boards of major publicly traded companies, including his service since October 2011 as the Company’s Lead Independent Director and Chairman of the Governance and Nominations Committee. He also provides the perspective of a former chief executive officer with substantial leadership experience in the life sciences sector along with insights on operational and other matters relevant to business generally and the semiconductor business in particular, such as research and development and intellectual property. In addition, Mr. Ingram brings to the Board the views and judgment of a leader who is highly respected both locally and internationally for his business expertise and acumen. | 2008 | |||
Clyde R. Hosein | 58 | Mr. Hosein has been a member of the Board of Directors since December 2005. From August 2013 to May 2017, he served as Executive Vice President and Chief Financial Officer of RingCentral, Inc., a publicly traded provider of software-as-a-service cloud-based business communications solutions. Prior to this, Mr. Hosein served from June 2008 to October 2012 as Chief Financial Officer of Marvell Technology Group Ltd., a publicly traded semiconductor provider of high-performance analog, mixed-signal, digital signal processing and embedded microprocessor integrated circuits, and he also served as its Interim Chief Operating Officer and Secretary from October 2008 to March 2010. From 2003 to 2008, he served as Vice President and Chief Financial Officer of Integrated Device Technology, Inc., a provider of mixed-signal semiconductor solutions. From 2001 to 2003, he served as Senior Vice President, Finance and Administration and Chief Financial Officer of Advanced Interconnect Technologies, a semiconductor assembly and test company. He has also held other senior level financial positions, including the role of Chief Financial Officer at Candescent Technologies, a developer of flat panel display technology. Early in his career he spent 14 years in financial and engineering roles at IBM Corporation. Mr. Hosein’s qualifications to serve as a director include his service on the Company’s Board of Directors and its Audit Committee during the past twelve years, his years of experience as an executive officer in publicly traded companies in the semiconductor industry, including his roles in operational management, his substantial experience as a chief financial officer responsible for the finance and accounting functions of publicly traded companies, his qualifications as an audit committee financial expert, and his technical background and significant experience in technology-based companies generally. | 2005 |
Name | Age | Principal Occupation and Background | Director Since |
Franco Plastina | 51 | Mr. Plastina joined the Board of Directors in December 2007. Since May 2012, he has served as President and Founder of Arc & Company, LLC, an advisory and angel investment firm. He has also served as an Entrepreneur-in-Residence with the Blackstone Entrepreneurs Network in Research Triangle Park, North Carolina since October 2011. From February 2006 until January 2011 he served as President and Chief Executive Officer, and as a board member, of Tekelec, a publicly traded provider of telecommunications network systems and software applications. From September 2005 through February 2006 Mr. Plastina served as Executive in Residence at Warburg Pincus LLC, a private equity firm, where he was responsible for evaluating potential investments and providing executive support to portfolio companies. From 2003 to 2005, he held various executive positions with Proxim Corporation, a provider of Wi-Fi and broadband wireless access products, including Executive Chairman, President and Chief Executive Officer. From 1987 until 2002, Mr. Plastina served in a series of management and executive positions with Nortel Networks Corporation, a multi-national telecommunications equipment provider. Mr. Plastina brings to the Board significant senior executive leadership experience, including seven years of experience from his service as chief executive officer of two publicly traded companies as well as over 27 years of experience in various executive roles in the telecommunications and wireless industries. This technology industry experience gives him a valuable perspective in his role as a director. His qualifications to serve as a director also include his service on the Company’s Board of Directors and Audit Committee for the past seven years and as Chairman of the Audit Committee since October 2012, his private equity investment experience and his qualifications as an audit committee financial expert. | 2007 |
John B. Replogle | 48 | Mr. Replogle joined the Board of Directors in January 2014. Since March 2011, he has served as Chief Executive Officer and President of Seventh Generation, Inc., a manufacturer and distributor of sustainable household products. From 2006 to 2011 Mr. Replogle served as President and Chief Executive Officer of Burt’s Bees, Inc., and from 2003 to 2006 he served as General Manager of Unilever’s Skin Care division. Previously, he worked for Diageo, Plc for seven years in a number of different capacities, including as President of Guinness Bass Import Company and Managing Director of Guinness Great Britain. He started his career with the Boston Consulting Group. Mr. Replogle also served as a director of Sealy Corporation, a publicly traded mattress manufacturer, from 2010 to 2013, until its sale to Tempur-Pedic International Inc. Mr. Replogle’s qualifications to serve as a director include significant senior executive leadership experience, including eight years of experience as chief executive officer at two companies, as well as deep experience in marketing, branding and distribution of consumer goods. This experience provides him valuable perspective in his role as a director and member of our Audit Committee. | 2014 |
Name | Age | Principal Occupation and Background | Director Since |
Robert A. Ingram | 74 | Mr. Ingram joined the Board of Directors in December 2008 and has served as Lead Independent Director since October 2011. Since January 2007, he has been a General Partner in Hatteras Venture Partners, a venture capital firm that invests in early stage life science companies in the southeast United States, and he has also served as strategic advisor to the chief executive officer of GlaxoSmithKline plc, a publicly traded pharmaceutical research and development company. From 2003 through 2009, he served as Vice Chairman Pharmaceuticals, GlaxoSmithKline. He previously served as Chief Operating Officer and President of Pharmaceutical Operations of GlaxoSmithKline following the December 2000 merger of Glaxo Wellcome plc and SmithKline Beecham plc. Prior to the merger he served as Chief Executive Officer of Glaxo Wellcome plc and as Chairman, President and Chief Executive Officer of Glaxo Wellcome Inc. Mr. Ingram also serves as Chairman of the Board of Directors of BioCryst Pharmaceuticals, Inc. and Novan, Inc., and serves on the Board of Directors of Malin Corporation plc. He also served as Chairman of the Board of Directors of OSI Pharmaceuticals, Inc. from January 2003 until its sale in June 2010, served on the Board of Directors of Elan Corporation, plc from December 2010 until its sale in December 2013 and as its Chairman from January 2011 until December 2013, and served on the Board of Directors of Valeant Pharmaceuticals International, Inc. from September 2010 to May 2017 and as its Chairman from December 2010 to March 2011 and from January 2016 to May 2016. He previously served as a director of Misys plc, Nortel Networks Corp., Wachovia Corp., Lowe's Companies, Inc., Pharmaceutical Product Development, Inc., Allergan, Inc., Edwards Lifesciences Corporation and Regeneron Pharmaceuticals, Inc. until 2005, 2006, 2008, May 2011, December 2011, December 2012, July 2015 and November 2015, respectively. Mr. Ingram brings to the Company’s Board of Directors a wealth of experience as a director who has served in several roles on the boards of major publicly traded companies, including his service as the Company’s Lead Independent Director for the past six years, as Chairman of the Governance and Nominations Committee from October 2011 to June 2015, and as Chairman of the Audit Committee from June 2015 to August 2016. He also provides the perspective of a former chief executive officer with substantial leadership experience in the life sciences sector along with insights on operational and other matters relevant to business generally and the semiconductor business in particular, such as research and development and intellectual property. In addition, Mr. Ingram brings to the Board the views and judgment of a leader who is highly respected both locally and internationally for his business expertise and acumen. | 2008 |
Name | Age | Principal Occupation and Background | Director Since |
Alan J. Ruud | 67 | Mr. Ruud joined the Board of Directors in August 2011, when the Company acquired Ruud Lighting, Inc., or Ruud Lighting, and also began serving as the Company’s Vice Chairman–Lighting at that time. Mr. Ruud is a founder of Ruud Lighting and served in various roles at Ruud Lighting since its founding in 1982, including as its Chief Executive Officer, President and as a member of its Board of Directors. Most recently, and until the acquisition, Mr. Ruud served as the Chief Executive Officer and as Chairman of the Board of Directors of Ruud Lighting, positions which he held for over a decade. Mr. Ruud also served as the President of Ruud Lighting until November 2009. Mr. Ruud’s roles as a founder, executive officer, and director of Ruud Lighting since its incorporation and his nationally-recognized expertise in the lighting industry uniquely qualify him for election to the Company’s Board of Directors as the Company continues to expand its lighting business. | 2011 |
Robert L. Tillman | 71 | Mr. Tillman joined the Board of Directors in October 2010. From November 1994 to January 2005, he served as a director of Lowe’s Companies, Inc., as its Chairman from January 1998 to January 2005, and as its President and Chief Executive Officer from August 1996 to January 2005. After his retirement from Lowe’s, he served on the Board of Directors of Bank of America Corporation from April 2005 to May 2009, and also served as a member of its Asset Quality and Executive Committees. Mr. Tillman brings substantial leadership experience as a chief executive officer in a substantial publicly traded company in the retail distribution industry. His knowledge and operational expertise in that environment, particularly with respect to consumer product marketing, and his substantial board experience, qualify him to serve on the Company’s Board. | 2010 |
Thomas H. Werner | 54 | Mr. Werner has been a member of the Board of Directors since March 2006. He has served as Chief Executive Officer for SunPower Corporation, a publicly traded manufacturer of high-efficiency solar cells and solar panels, since June 2003, and is also a member of its Board of Directors. Prior to SunPower, he served as Chief Executive Officer of Silicon Light Machines Corporation, an optical solutions subsidiary of Cypress Semiconductor Corporation, from July 2001 to June 2003. Earlier, Mr. Werner was Vice President and General Manager of the Business Connectivity Group of 3Com Corporation, a network solutions company. He is currently also a director of Silver Spring Networks, Inc., an energy solutions company. Mr. Werner’s qualifications to serve as a director include his eight years of service on the Company’s Board of Directors and his seven years serving as Chairman of its Compensation Committee. In addition to his technical expertise, he brings to the Board significant executive leadership and operational management experience gained at businesses in the technology sector, and the semiconductor industry in particular, including his experience as a chief executive officer of a publicly traded “green technology” company for the past eleven years. | 2006 |
Name | Age | Principal Occupation and Background | Director Since |
Darren R. Jackson | 52 | Mr. Jackson joined the Board of Directors in May 2016. From July 2004 to January 2016, he served on the Board of Directors of Advance Auto Parts, Inc., and served as its Chief Executive Officer from January 2008 to January 2016. Mr. Jackson also served as President of Advance Auto Parts from January 2008 to January 2009 and from January 2012 to April 2013. Prior to this, Mr. Jackson served in various executive positions with Best Buy Co., Inc., a specialty retailer of consumer electronics, office products, appliances and software, ultimately serving from July 2007 to December 2007 as Executive Vice President of Customer Operating Groups. Mr. Jackson joined Best Buy in 2000 and was appointed as its Executive Vice President–Finance and Chief Financial Officer in February of 2001. Prior to 2000, he served as Vice President and Chief Financial Officer of Nordstrom, Inc., Full-line Stores, a fashion specialty retailer, and held various senior positions, including Chief Financial Officer of Carson Pirie Scott & Company, a regional department store company. Mr. Jackson has also served as a director of Fastenal Company, which sells industrial and construction supplies, since July 2012. Mr. Jackson has served as Chairman of the Company’s Audit Committee since August 2016. His qualifications to serve as a director include his years as a Chief Executive Officer, President and Chief Financial Officer of publicly traded companies in the retail and distribution industries, including his operational, logistical and executive management, financial and accounting acumen and experience. | 2016 |
C. Howard Nye | 54 | Mr. Nye joined the Board of Directors in October 2015. Since May 2014, he has served as the Chairman of the Board of Directors of Martin Marietta Materials, Inc., a leading supplier of aggregates and heavy building materials, and has also served as its Chief Executive Officer since January 2010 and as President since August 2006. Mr. Nye previously served as President and Chief Operating Officer of Martin Marietta Materials from 2006 to 2009. Prior to this, he was employed by London-based Hanson PLC, an international building materials company, for nearly 13 years holding various positions of increasing responsibility, including Executive Vice President in the North American Division. Mr. Nye has served as Chairman of the Company’s Governance and Nominations Committee since August 2016. He brings to the Board extensive leadership, business, operating, mergers and acquisitions, legal, governance, financial, customer-relations, and safety and environmental experience, including over seven years as Chief Executive Officer. Mr. Nye understands the competitive nature of business and possesses strong managerial skills and broad executive and oversight experience. | 2015 |
Name | Age | Principal Occupation and Background | Director Since | Age | Principal Occupation and Background | Director Since |
Anne C. Whitaker | 47 | Ms. Whitaker joined the Board of Directors in December 2013. Since September 2014, she has served as the Chief Executive Officer and President and as a member of the Board of Directors of Synta Pharmaceuticals Corp., a publicly traded biopharmaceutical company. She previously served from September 2011 to August 2014 as the President of North America Pharmaceuticals for Sanofi S.A., a global integrated healthcare leader focused on patients’ needs. From September 2009 to September 2011, Ms. Whitaker served as Senior Vice President and Business Unit Head, Cardiovascular, Metabolic and Urology (CVMU) at GlaxoSmithKline plc, a publicly traded pharmaceutical research and development company. From October 2008 to August 2009, she served as Senior Vice President of Leadership and Organization Development, and prior to that served in various leadership positions in GlaxoSmithKline’s commercial organization. Ms. Whitaker began her pharmaceutical career in 1991 as a metabolic disease specialist with Upjohn Company before joining GlaxoSmithKline as a sales representative in 1992. Ms. Whitaker brings to the Board her experience as a senior executive and commercial leader in sales and marketing, as well as human resource experience beneficial to the Company as we seek to grow the Company and expand our leadership capabilities. Ms. Whitaker’s leadership experience in the life sciences industry, along with her insights on operations and business generally, such as research and development and intellectual property creation and protection, provide her with a unique perspective in her role as a director and member of our Compensation Committee. | 2013 | |||
John B. Replogle | 51 | Mr. Replogle joined the Board of Directors in January 2014. Since March 2011, he has served as Chief Executive Officer and President of Seventh Generation, Inc., a manufacturer and distributor of sustainable household products. From 2006 to 2011, Mr. Replogle served as President and Chief Executive Officer of Burt’s Bees, Inc., and from 2003 to 2006, he served as General Manager of Unilever’s Skin Care division. Previously, he worked for Diageo, Plc for seven years in a number of different capacities, including as President of Guinness Bass Import Company and Managing Director of Guinness Great Britain. He started his career with the Boston Consulting Group. Mr. Replogle also served as a director of Sealy Corporation, a publicly traded mattress manufacturer, from 2010 to 2013, until its sale to Tempur-Pedic International Inc. Mr. Replogle’s qualifications to serve as a director include significant senior executive leadership experience, including eleven years of experience as chief executive officer at two companies, as well as deep experience in marketing, branding and distribution of consumer goods. This experience provides him valuable perspective in his role as a director and member of our Audit Committee. | 2014 | |||
Thomas H. Werner | 57 | Mr. Werner has been a member of the Board of Directors since March 2006. He has served as Chief Executive Officer for SunPower Corporation, a publicly traded manufacturer of high-efficiency solar cells and solar panels, since June 2003, and is also a member of its Board of Directors. Prior to SunPower, he served as Chief Executive Officer of Silicon Light Machines Corporation, an optical solutions subsidiary of Cypress Semiconductor Corporation, from July 2001 to June 2003. Earlier, Mr. Werner was Vice President and General Manager of the Business Connectivity Group of 3Com Corporation, a network solutions company. He is currently also a director of Silver Spring Networks, Inc., an energy solutions company. Mr. Werner’s qualifications to serve as a director include his eleven years of service on the Company’s Board of Directors and his ten years serving as Chairman of its Compensation Committee. In addition to his technical expertise, he brings to the Board significant executive leadership and operational management experience gained at businesses in the technology sector, and the semiconductor industry in particular, including his experience as a chief executive officer of a publicly traded “green technology” company for the past fourteen years. | 2006 |
Name | Age | Principal Occupation and Background | Director Since |
Anne C. Whitaker | 50 | Ms. Whitaker joined the Board of Directors in December 2013. Since January 2017, she has served as Chief Executive Officer and President of Novoclem Therapeutics, a subsidiary of KNOW Bio, LLC, a private life science company headquartered in Raleigh, North Carolina. She previously served from May 2015 to January 2017 as Executive Vice President and Company Group Chairman of Valeant Pharmaceuticals International, Inc., a publicly traded multinational specialty pharmaceutical company headquartered in Québec, Canada. From September 2014 to April 2015, Ms. Whitaker served as the Chief Executive Officer and President and as a member of the Board of Directors of Synta Pharmaceuticals Corp., a publicly traded biopharmaceutical company. From September 2011 to August 2014, she served as the President of North America Pharmaceuticals for Sanofi S.A., a global integrated healthcare leader focused on patients’ needs. From September 2009 to September 2011, Ms. Whitaker served as Senior Vice President and Business Unit Head, Cardiovascular, Metabolic and Urology (CVMU) at GlaxoSmithKline plc, a publicly traded pharmaceutical research and development company. From October 2008 to August 2009, she served as Senior Vice President of Leadership and Organization Development, and prior to that served in various leadership positions in GlaxoSmithKline’s commercial organization. Ms. Whitaker began her pharmaceutical career in 1991 as a metabolic disease specialist with Upjohn Company before joining GlaxoSmithKline as a sales representative in 1992. Ms. Whitaker brings to the Board her experience as a senior executive and commercial leader in sales and marketing, as well as human resource experience beneficial to the Company as we seek to grow the Company and expand our leadership capabilities. Ms. Whitaker’s leadership experience in the life sciences industry, along with her insights on operations and business generally, such as research and development and intellectual property creation and protection, provide her with a unique perspective in her role as a director and member of our Compensation Committee and Governance and Nominations Committee. | 2013 |
Swoboda | Hosein | Ingram | Nye | Replogle | Werner | Whitaker | ||||
Senior executive experience (CEO/CFO) | × | × | × | × | × | × | × | × | ||
Previous public board experience | × | × | × | × | × | × | × | × | ||
Public technology, lighting products, retail and/or industrial sales channels and distribution or consumer product marketing experience | × | × | × | × | × | × | × | × | ||
Global experience with a public company | × | × | × | × | × | × | × | × | ||
Current in issues related to corporate governance | × | × | × | × | × | × | × | × | ||
Track record of achievements that fueled their company’s growth | × | × | × | × | × | × | × | × |
13(a) | “Subject to adjustment pursuant to Section 18(a), the maximum number of shares of the Common Stock authorized for issuance under the Plan is seven million (7,000,000) shares. Such shares shall be made available from Common Stock currently authorized but unissued.” |
Cumulative Grants Since Plan Inception in 2013 | ||||||||||||||||
Cumulative Grants Since Plan Inception in 2005 | Cumulative Grants Since Plan Inception in 2005 | |||||||||||||||
No. of Shares Underlying Options Granted | No. of Shares Underlying Restricted Stock and Stock Unit Awards Granted | No. of Shares Underlying Performance Units Granted | No. of Shares | Dollar Value of Benefit (1) | ||||||||||||
Charles M. Swoboda Chairman, CEO and President | 64,000 | 60,000 | 20,000 | |||||||||||||
Michael E. McDevitt Executive Vice President and CFO | 16,000 | 16,000 | 9,000 | |||||||||||||
Norbert W. G. Hiller Executive Vice President–Lighting | 13,000 | 13,000 | 9,000 | |||||||||||||
Tyrone D. Mitchell, Jr. Former Executive Vice President–Lighting | 33,700 | 5,600 | — | |||||||||||||
Charles M. Swoboda Chairman, Chief Executive Officer and President | 10,496 | $ | 72,494 | |||||||||||||
Michael E. McDevitt Executive Vice President and Chief Financial Officer | 10,302 | $ | 69,642 | |||||||||||||
Daniel J. Castillo Executive Vice President and President–Lighting | — | — | ||||||||||||||
Franco Plastina Former Executive Vice President–Power & RF | 2,050 | $ | 7,449 | |||||||||||||
Clyde R. Hosein | — | 4,244 | — | — | — | |||||||||||
Robert A. Ingram | — | 4,244 | — | — | — | |||||||||||
Franco Plastina | — | 4,244 | — | |||||||||||||
Darren R. Jackson | — | — | ||||||||||||||
C. Howard Nye | — | — | ||||||||||||||
John B. Replogle | 4,000 | 8,244 | — | — | — | |||||||||||
Alan J. Ruud | 30,000 | — | — | |||||||||||||
Robert L. Tillman | — | 4,244 | — | |||||||||||||
Thomas H. Werner | — | 4,244 | — | — | — | |||||||||||
Anne C. Whitaker | 4,000 | 8,244 | — | — | — | |||||||||||
All current executive officers as a group | 93,000 | 89,000 | 38,000 | 22,848 | $ | 149,585 | ||||||||||
All current directors who are not executive officers as a group | 38,000 | 37,708 | — | — | — | |||||||||||
All associates of directors, executive officers or nominees | 16,125 | 3,000 | — | — | — | |||||||||||
All other persons who received or are to receive 5% of plan awards | — | — | — | — | — | |||||||||||
All employees, including all current officers who are not executive officers, as a group (1) | 3,215,537 | 237,718 | 30,000 | |||||||||||||
All employees, including all current officers who are not executive officers, as a group | 4,375,044 | $ | 33,598,937 |
(1) |
Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) | (b) Weighted average exercise price of outstanding options, warrants and rights (2) | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (1) | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) | (b) Weighted average exercise price of outstanding options, warrants and rights (2) | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (1) | ||||||||||||||||||
Equity compensation plans approved by security holders | 9,460,162 | (3) | $ | 41.90 | 9,381,779 | (4) | 13,005,181 | (3) | $ | 38.29 | 6,073,088 | (4) | ||||||||||||
Equity compensation plans not approved by security holders | 20,268 | (5) | $ | 2.95 | 91,242 | (6) | 40,997 | (5) | $ | 3.01 | 65,083 | (6) | ||||||||||||
Total | 9,480,430 | $ | 41.85 | 9,473,021 | 13,046,178 | $ | 38.27 | 6,138,171 |
(1) | Refers to shares of the Company’s common stock. |
(2) | The weighted average exercise price relates solely to outstanding stock option shares because shares subject to restricted stock units have no exercise price. |
(3) | Includes shares issuable upon exercise of outstanding options and restricted stock units under the Company’s 2004 Long-Term Incentive Compensation Plan, as amended, or the 2004 LTIP - |
(4) | Includes shares remaining for future issuance under the following plans in the amounts indicated: LTIP - |
(5) | Includes shares issuable upon exercise of outstanding options under the LED Lighting Fixtures, Inc. 2006 Stock Plan, or the LLF Plan - |
(6) | Includes shares remaining for future issuance under the Deferral Program. |
Name and Address (1) | Common Stock Beneficially Owned | Percentage of Outstanding Shares | |
FMR LLC (2) 245 Summer Street Boston, MA 02210 | 15,720,276 | 13.2% | |
ClearBridge Investments, LLC (3) 620 8th Avenue New York, NY 10018 | 12,201,201 | 10.2% | |
PRIMECAP Management Company (4) 225 South Lake Avenue, #400 Pasadena, CA 91101 | 8,247,491 | 6.9% | |
BlackRock, Inc. (5) 40 East 52nd Street New York, NY 10022 | 8,160,073 | 6.8% | |
Waddell & Reed Financial, Inc. (6) 6300 Lamar Avenue Overland Park, KS 66202 | 7,560,493 | 6.3% | |
The Vanguard Group (7) 100 Vanguard Blvd. Malvern, PA 19355 | 6,599,159 | 5.5% | |
Alan J. Ruud (8) | 1,108,764 | * | |
Charles M. Swoboda (9) | 613,460 | * | |
Norbert W. G. Hiller (10) | 122,925 | * | |
Michael E. McDevitt (11) | 100,969 | * | |
Tyrone D. Mitchell, Jr. (12) | 94,927 | * | |
Clyde R. Hosein (13) | 52,750 | * | |
Robert A. Ingram (14) | 52,500 | * | |
Franco Plastina (15) | 51,500 | * | |
Thomas H. Werner (16) | 47,500 | * | |
Robert L. Tillman (17) | 31,500 | * | |
Anne C. Whitaker | — | * | |
John B. Replogle | 2,500 | * | |
All current directors and executive officers as a group (11 persons) (18) | 2,184,368 | 1.8% |
Name and Address (1) | Common Stock Beneficially Owned | Percentage of Outstanding Shares | |
ClearBridge Investments, LLC (2) 620 8th Avenue New York, NY 10018 | 13,441,452 | 13.7% | |
BlackRock, Inc. (3) 55 East 52nd Street New York, NY 10055 | 10,245,032 | 10.5% | |
PRIMECAP Management Company (4) 177 E. Colorado Blvd., 11th Floor Pasadena, CA 91105 | 8,853,241 | 9.0% | |
The Vanguard Group (5) 100 Vanguard Blvd. Malvern, PA 19355 | 7,795,328 | 8.0% | |
Dimensional Fund Advisors LP (6) Building One, 6300 Bee Cave Road Austin, TX 78746 | 5,843,130 | 6.0% | |
FMR LLC (7) 245 Summer Street Boston, MA 02210 | 5,518,321 | 5.6% | |
Fairpointe Capital LLC (8) One North Franklin Street, Ste 3300 Chicago, IL 60606 | 5,506,321 | 5.6% | |
Charles M. Swoboda (9) | 631,290 | * | |
Michael E. McDevitt (10) | 177,324 | * | |
Robert A. Ingram (11) | 74,941 | * | |
John B. Replogle (12) | 68,993 | * | |
Clyde R. Hosein (13) | 59,097 | * | |
Thomas H. Werner (14) | 54,847 | * | |
Franco Plastina (15) | 42,439 | * | |
Anne C. Whitaker (16) | 24,054 | * | |
Darren R. Jackson | 18,698 | * | |
C. Howard Nye | 13,719 | * | |
Daniel J. Castillo | — | * | |
All current directors and executive officers as a group (10 persons) (17) | 1,122,963 | 1.1% |
* | Less than 1%. |
(1) | Unless otherwise noted, all addresses are in care of the Company at 4600 Silicon Drive, Durham, NC 27703. |
(2) | As reported by |
(3) | As reported by BlackRock, Inc. in a Schedule 13G/A filed with the Securities and Exchange Commission on July 10, 2017, which states that BlackRock, Inc. has sole dispositive power with respect to all of such shares and sole voting power with respect to 10,041,034 shares. |
(4) | As reported by PRIMECAP Management Company in a Schedule 13G/A filed with the Securities and Exchange Commission on February |
(5) | As reported by |
(6) | As reported by Dimensional Fund Advisors LP in a Schedule 13G filed with the Securities and Exchange Commission on February 9, 2017, which states that Dimensional Fund Advisors LP has sole dispositive power with respect to all of such shares and sole voting power with respect to |
(7) | As reported by |
(8) | As reported by Fairpointe Capital LLC in a Schedule 13G/A filed with the Securities and Exchange Commission on February |
Includes |
Includes |
(11) | Includes |
(12) |
(13) | Includes |
(14) | Includes |
(15) | Mr. Plastina served as Executive Vice President–Power & RF from June 8, 2015 to February 22, 2017. |
(16) | Includes |
(17) |
For all current executive officers and directors as a group, includes a total of 5, 2017. |
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• | Aggressive financial targets for performance-based short-term cash incentive compensation. The Committee established challenging annual Cree-wide financial targets for the fiscal 2017 performance-based cash incentive programs that applied to all of Cree’s named executive officers.1 Cree did not reach the threshold target for payout under its annual financial targets in fiscal 2017. Because Mr. Swoboda’s and Mr. McDevitt’s performance based cash incentives were measured solely on achievement of Cree annual financial targets for fiscal 2017, Mr. Swoboda and Mr. McDevitt received no payouts of the annual cash incentive compensation under the LTIP. |
1 | Because the Committee expected that Mr. Plastina would not continue serving as a Cree employee following the closing of the sale of Wolfspeed to Infineon, Mr. Plastina similarly did not participate in the Cree-wide performance-based cash incentive program. Rather, Mr. Plastina was on a Wolfspeed-only bonus plan, along with other senior Wolfspeed employees. |
Compensation Element | Performance Period | Description | Fiscal 2017 Target Value (by element) | Amount Realized for Fiscal 2017 | % of Target Realized | |||||||||
Annual Compensation | ||||||||||||||
Annual Cash Compensation | ||||||||||||||
Base Salary | Fiscal 2017 | No increase to base salary was given during fiscal 2017. | $ | 785,000 | $ | 785,000 | 100% | |||||||
Short-Term Incentive | Mr. Swoboda’s annual cash based incentive target is 140% of salary. Based on the financial and performance targets set and subsequent fiscal 2017 results, no award was achieved. | $ | 1,099,000 | — | — | |||||||||
Total Annual Cash Compensation | $ | 1,884,000 | $ | 785,000 | 41.7% | |||||||||
Fiscal 2017 Long-Term Incentive Compensation | ||||||||||||||
Performance Stock Units | PSUs granted in prior years for fiscal 2017 performance (grants for fiscal 2016 and fiscal 2017) | In fiscal 2016 and 2017, PSUs comprised 40% of our executives targeted annual equity award. These awards vest equally over three years based on achievement of forward looking financial goals set by the Committee for the three fiscal years following the grant. During fiscal 2017, two separate tranches of these awards were targeted to have vested (one tranche from fiscal 2016 grant and one tranche from fiscal 2017 grant). The performance criteria established was not met for either year, therefore no awards vested, and no value was realized. | $ | 667,105 | — | — | ||||||||
Restricted Stock Units | RSUs granted in prior years scheduled to vest for fiscal 2017 service (grants for fiscal 2014, 2015, 2016 and 2017) | In prior years, RSUs comprised 60% of our executives targeted annual equity award. These time-based awards vest equally over four years. The targeted value represents the value of each tranche of the award that was scheduled to vest for fiscal 2017 based on the value at the time of each grant in August 2013, 2014, 2015, and 2016. The amount earned represents the value of the awards that vested for fiscal 2017 service based on the closing price on June 25, 2017 (last day of fiscal 2017). | $ | 2,470,739 | $ | 1,677,027 | 67.9% | |||||||
Stock Options | Options granted in prior years scheduled to vest for fiscal 2017 service (grant for fiscal 2015) | In prior years (fiscal 2015), stock options comprised a portion of our executives targeted annual equity award. These time-based awards vest equally over three years. The targeted value represents the value of each tranche of the award that was scheduled to vest in fiscal 2017 based on the value at the time of such grant in August 2014 (for fiscal 2015, 2016 and 2017). The amount earned represents the value of the options that vested in fiscal 2017 based on the closing price on June 25, 2017 (last day of fiscal 2017). | $ | 962,758 | — | — | ||||||||
Total Long-Term Incentive Compensation | $ | 4,100,602 | $ | 1,677,027 | 40.9% | |||||||||
Total Realized Compensation for Fiscal 2017 | $ | 5,984,602 | $ | 2,462,027 | 41.1% |
Area | Shareholder Feedback | Action Taken by Committee |
Long-Term Incentive Mix (RSUs and PSUs) | At least 50% of the overall equity award should be PSUs (performance based) | Increased allocation of PSUs from 40% to 50% effective for fiscal 2018 equity awards. |
Long-Term Incentive Metrics | Desire to have a market based external metric aligned with shareholder return | Effective for fiscal 2018 equity awards, a Total Shareholder Return (TSR) metric will be added as a modifier (+/- 25%) to PSU awards. Initial Vesting (or not) of PSUs will be based on achievement of targeted non-GAAP Operating Income. Award will be adjusted by +/- 25% based on comparison of TSR to an industry based peer group. |
PSU Vesting | Desire to have awards tied to one performance period, with no “make up” rights for unearned prior fiscal year PSUs in subsequent fiscal years | Effective for fiscal 2018 equity awards, each year’s PSU may be earned (or not earned) solely based on performance for the one performance period being measured; no “make-up” rights will be included. |
Short-Term Incentive Metrics under LTIP | Short-term incentive metrics should not be based on individual NEO goals; rather, enterprise-wide metrics only should be used. In addition, no quarterly payouts for NEOs | Effective for fiscal 2017, all of the named executive officers who served for the full fiscal year will be measured annually on corporate financial targets (no individual performance metrics and no quarterly metrics for such named executive officers). |
Acuity Brands, Inc. | |
Maxim Integrated Products, Inc. | |
Microchip Technology Incorporated | |
Microsemi Corporation | |
First Solar, Inc. | |
Hexcel Corporation | |
Hubbell Incorporated | Teradyne, Inc. |
Linear Technology Corporation | ViaSat, Inc. |
individual performance, including but not limited to, achievement of financial objectives, strategy development and implementation, and overall leadership capabilities including demonstration of the Cree values; |
responsibilities for which the executive is accountable; and |
relative position of the executive’s current salary to the market data for that job. |
level of impact each of the respective executive officer roles has on financial and strategic results; |
desired mix of base salary, short-term and long-term incentive compensation; and |
relative position of the executive’s current cash-based performance incentive targets to the market data and comparable short-term incentive targets as a percent of base salary for that job. |
level of the executive within the organization and the desire to most closely link jobs with the highest impact on financial results to the returns experienced by Cree’s shareholders; |
scope of responsibilities for which the executive is accountable; and |
competitive position of Cree’s target long-term equity incentive compensation as compared to the market data. |
Compensation Element | Purpose | Practice | |
Base salary | Fixed compensation paid throughout the year and reviewed annually by the Committee | ||
Performance-based cash incentive compensation | Variable cash | ||
Long-term equity incentive compensation |
Post-termination and severance benefits | To provide for certain limited economic security in the event an executive officer is terminated without cause or resigns with good reason. | |
Other benefits | To | Other benefits are generally those available to all employees. The only perquisite generally offered to named executive officers is the availability of a voluntary comprehensive physical examination once every two calendar years until age 50 and once per calendar year over age 50. In connection with the negotiation of the Swoboda Separation Agreement, Mr. Swoboda received reimbursement of his legal fees. |
Executive Officer | Fiscal 2013 Salary | Fiscal 2014 Salary | Percentage Increase | |||||||||
Charles M. Swoboda | $ | 700,000 | 1 | $ | 750,000 | 7.1% | ||||||
Michael E. McDevitt | $ | 375,000 | $ | 395,000 | 5.3% | |||||||
Norbert W. G. Hiller | $ | 375,000 | 1 | $ | 380,000 | 1.3% | ||||||
Tyrone D. Mitchell, Jr. | $ | 315,000 | 1 | $ | 330,000 | 2 | 4.8% | |||||
1 Effective October 21, 2012. | ||||||||||||
2 Effective December 2, 2013, Mr. Mitchell, formerly the Company’s Executive Vice President–Lighting, was appointed as the Vice President of Operations–Lighting. In connection with this job change, his salary was adjusted effective December 30, 2013 to an annual salary of $290,000 per year. |
Executive Officer | Fiscal 2016 Salary | Fiscal 2017 Salary | Percentage Increase | ||||||||
Charles M. Swoboda | $ | 785,000 | $ | 785,000 | 0% | ||||||
Michael E. McDevitt | $ | 440,000 | $ | 455,000 | 3.4% | ||||||
Franco Plastina | $ | 450,000 | $ | 450,000 | 0% | ||||||
Daniel J. Castillo | N/A | $ | 425,000 | N/A |
• |
• | Mr. McDevitt had his annual target cash incentive award for fiscal 2017 set at 80% of base salary, |
• | Mr. Castillo’s annual target cash incentive award for fiscal 2017 was set in connection with his initial hiring in November 2016 at 80% of base salary, which put Mr. |
• | Mr. Plastina’s annual target cash incentive award for fiscal 2017 was set at 85% of base salary, which put his target TCC at approximately the 50th percentile of the market data. Wolfspeed-only annual goals comprised 60% of the target incentive for Mr. Plastina. Quarterly goals comprised the remaining 40% (10% per quarter) of the target incentive for Mr. Plastina, and were based solely on the achievement of the Wolfspeed business unit financial objectives (business unit revenue and business unit non-GAAP operating income). |
Performance Goal | Minimum | Target | Maximum | |||
Revenue | $ | $ | $ | |||
Non-GAAP operating income | $ | $ | $ |
Executive Officer | Target Award | Actual Award Earned | Actual Award as a Percent of Target | Actual Award as a Percent of Salary | Target Award | Actual Award Earned | Actual Award as a Percent of Target | Actual Award as a Percent of Salary | ||||||||||||||||||
Charles M. Swoboda | $ | 937,500 | $ | 796,875 | 85 | % | 107% | $ | 1,099,000 | 0 | 0 | % | 0% | |||||||||||||
Michael E. McDevitt | $ | 316,000 | $ | 227,520 | 72 | % | 58% | $ | 352,000 | 0 | 0 | % | 0% | |||||||||||||
Norbert W. G. Hiller | $ | 304,000 | $ | 222,427 | 73 | % | 59% | |||||||||||||||||||
Tyrone D. Mitchell, Jr. 1 | $ | 216,650 | $ | 155,561 | 72 | % | 54% | |||||||||||||||||||
1 As described above, effective December 2, 2013, Mr. Mitchell no longer served as the Executive Vice President–Lighting. In connection with his new job duties with Cree, his overall target percentage was revised from 80% of base salary to 65% of base salary. The Target Award number above reflects the adjusted amount. | ||||||||||||||||||||||||||
Franco Plastina1 | $ | 382,500 | $ | 95,625 | 30 | % | 21% | |||||||||||||||||||
Daniel J. Castillo2 | $ | 215,764 | 0 | 0 | % | 0% |
Executive Officer | RSUs | PSUs | ||||
Charles M. Swoboda | 110,920 | 73,946 | ||||
Michael E. McDevitt | 32,904 | 21,936 | ||||
Daniel J. Castillo3 | 92,565 | 33,660 | ||||
Franco Plastina4 | 0 | 0 |
1 | Mr. Plastina’s amount paid is based upon his participation in the MICP with Wolfspeed-only targets and in part on the severance he received under Cree’s Section 16 Officer Severance Plan. Although Mr. Plastina was a named executive officer at the beginning of fiscal 2017, because the agreement to sell Cree’s Wolfspeed business to Infineon had already been executed when the fiscal 2017 compensation decisions were made by the Committee in August 2017, and the Committee did not expect Mr. Plastina to continue serving as a Cree employee following the closing of the transaction, the Committee did not grant Mr. Plastina any performance unit awards under the LTIP at that time, but rather allowed Mr. Plastina to participate in the MICP with other Wolfspeed employees. |
2 | Mr. Castillo’s Target Award amount is pro-rated based on his hire date of November 7, 2016. |
3 | Mr. Castillo did not receive his equity grants in September 2016, but rather when he was hired in November 2016. The details of Mr. Castillo’s sign-on equity grants are set forth below in the “Grants of Equity and Non-Equity Incentive Awards” Table on page 47 and in the “Outstanding Equity Awards” Table on page 48. The size and types of grants were benchmarked against and based on the relevant market data and the negotiation of Mr. Castillo’s total sign-on compensation package. |
4 | Mr. Plastina did not receive any annual equity grants from Cree for fiscal 2017 in September 2016 in light of the executed agreement to sell the Wolfspeed business, because his Change in Control Agreement with Cree addressed his compensation upon consummation of the sale of Wolfspeed to Infineon. |
Executive Officer | Stock Options | Shares of Restricted Stock | Performance Stock Units | ||||||
Charles M. Swoboda | 50,000 | 50,000 | 10,000 | ||||||
Michael E. McDevitt | 16,000 | 16,000 | 6,000 | ||||||
Norbert W. G. Hiller | 13,000 | 13,000 | 5,000 | ||||||
Tyrone D. Mitchell, Jr. | 13,000 | 13,000 | 5,000 |
Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | ||||||||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (e) | (f) | (g) | (i) | (j) | (b) | (c) | (e) | (f) | (g) | (i) | (j) | ||||||||||||||||||||||||||||||||||||||
Charles M. Swoboda | 2014 | $ | 742,308 | $ | 3,276,000 | $ | 952,510 | $ | 796,875 | $ | 8,925 | $ | 5,776,618 | 2017 | $ | 785,000 | $ | 4,507,033 | — | — | $ | 21,458 | $ | 5,313,491 | ||||||||||||||||||||||||||||
Chairman, CEO and President | 2013 | $ | 681,429 | $ | 1,443,250 | $ | 1,424,628 | $ | 870,113 | $ | 9,519 | $ | 4,428,939 | 2016 | $ | 785,000 | $ | 5,003,146 | — | $ | 252,770 | $ | 7,984 | $ | 6,048,900 | |||||||||||||||||||||||||||
2012 | $ | 620,742 | $ | 1,082,200 | $ | 1,413,060 | — | $ | 8,287 | $ | 3,124,289 | 2015 | $ | 779,615 | $ | 3,610,400 | $ | 1,016,909 | — | $ | 9,453 | $ | 5,416,377 | |||||||||||||||||||||||||||||
Michael E. McDevitt | 2014 | $ | 391,923 | $ | 1,201,200 | $ | 304,803 | $ | 227,520 | $ | 8,878 | $ | 2,134,324 | 2017 | $ | 455,004 | $ | 1,336,999 | — | — | $ | 8,901 | $ | 1,800,904 | ||||||||||||||||||||||||||||
Executive Vice President and CFO | 2013 | $ | 375,000 | $ | 268,180 | $ | 237,438 | $ | 243,176 | $ | 12,292 | $ | 1,136,086 | 2016 | $ | 440,000 | $ | 1,484,165 | — | $ | 129,536 | $ | 8,559 | $ | 2,062,260 | |||||||||||||||||||||||||||
2012 | $ | 223,965 | $ | 141,720 | $ | 380,397 | $ | 17,041 | $ | 7,458 | $ | 770,581 | 2015 | $ | 433,077 | $ | 1,128,250 | $ | 254,227 | $ | 21,120 | $ | 9,634 | $ | 1,846,308 | |||||||||||||||||||||||||||
Norbert W. G. Hiller | 2014 | $ | 379,231 | $ | 982,800 | $ | 247,653 | $ | 222,427 | $ | 8,339 | $ | 1,840,450 | |||||||||||||||||||||||||||||||||||||||
Executive Vice President–Lighting (4) | 2013 | $ | 353,290 | $ | 591,900 | $ | 474,876 | $ | 245,772 | $ | 12,110 | $ | 1,677,948 | |||||||||||||||||||||||||||||||||||||||
Daniel J. Castillo | 2017 | $ | 425,000 | $ | 2,739,083 | — | — | $ | 171,218 | $ | 3,335,301 | |||||||||||||||||||||||||||||||||||||||||
Executive Vice President and | ||||||||||||||||||||||||||||||||||||||||||||||||||||
President–Lighting (3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
2012 | $ | 286,801 | $ | 154,600 | $ | 471,020 | $ | 16,980 | $ | 8,590 | $ | 937,991 | ||||||||||||||||||||||||||||||||||||||||
Franco Plastina | 2017 | $ | 450,000 | — | — | $ | 95,625 | $ | 10,903 | $ | 518,278 | |||||||||||||||||||||||||||||||||||||||||
Former Executive Vice President– | 2016 | $ | 450,000 | $ | 172,957 | — | $ | 113,985 | $ | 9,502 | $ | 746,444 | ||||||||||||||||||||||||||||||||||||||||
Power & RF (4) | 2015 | $ | 252,965 | $ | 191,532 | — | — | — | $ | 444,497 | ||||||||||||||||||||||||||||||||||||||||||
Tyrone D. Mitchell, Jr. | 2014 | $ | 307,802 | $ | 982,800 | $ | 247,653 | $ | 155,561 | $ | 7,805 | $ | 1,701,621 | |||||||||||||||||||||||||||||||||||||||
Former Executive Vice President– | 2013 | $ | 308,558 | $ | 277,700 | $ | 474,876 | $ | 212,099 | $ | 10,617 | $ | 1,283,850 | |||||||||||||||||||||||||||||||||||||||
Lighting (5) | 2012 | $ | 283,187 | $ | 309,200 | $ | 471,020 | $ | 15,646 | $ | 8,885 | $ | 1,087,938 |
(1) | Represents the aggregate grant date fair value of service-based RSUs, PSUs and stock options granted during the fiscal years shown calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation, or ASC Topic 718. The aggregate grant date fair value is the amount we expect to expense in our financial statements over the award’s vesting schedule. See Note |
(2) |
(3) | Mr. |
(4) | Mr. |
Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | All Other Stock Awards: Number of Shares of Stock or Units (#) (2) | All Other Option Awards: Number of Securities Underlying Options (#) (3) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | ||||||||||||||||||||||||
Name | Threshold ($) | Target ($) | Maximum ($) | |||||||||||||||||||||||||||
Charles M. Swoboda | $ | 468,750 | $ | 937,500 | $ | 1,875,000 | — | — | — | — | ||||||||||||||||||||
9/3/2013 | 8/30/2013 | — | — | — | 10,000 | — | — | $ | 546,000 | |||||||||||||||||||||
9/3/2013 | 8/30/2013 | — | — | — | 50,000 | — | — | $ | 2,730,000 | |||||||||||||||||||||
9/3/2013 | 8/30/2013 | — | — | — | — | 50,000 | $ | 54.60 | $ | 952,510 | ||||||||||||||||||||
Michael E. McDevitt | $ | 94,800 | $ | 316,000 | $ | 505,600 | — | — | — | — | ||||||||||||||||||||
9/3/2013 | 8/30/2013 | — | — | — | 6,000 | — | — | $ | 327,600 | |||||||||||||||||||||
9/3/2013 | 8/30/2013 | — | — | — | 16,000 | — | — | $ | 873,600 | |||||||||||||||||||||
9/3/2013 | 8/30/2013 | — | — | — | — | 16,000 | $ | 54.60 | $ | 304,803 | ||||||||||||||||||||
Norbert W. G. Hiller | $ | 91,200 | $ | 304,000 | $ | 486,400 | — | — | — | — | ||||||||||||||||||||
9/3/2013 | 8/30/2013 | — | — | — | 5,000 | — | — | $ | 273,000 | |||||||||||||||||||||
9/3/2013 | 8/30/2013 | — | — | — | 13,000 | — | — | $ | 709,800 | |||||||||||||||||||||
9/3/2013 | 8/30/2013 | — | — | — | — | 13,000 | $ | 54.60 | $ | 247,653 | ||||||||||||||||||||
Tyrone D. Mitchell, Jr. | $ | 63,075 | $ | 216,650 | $ | 342,800 | — | — | — | — | ||||||||||||||||||||
9/3/2013 | 8/30/2013 | — | — | — | 5,000 | — | — | $ | 273,000 | |||||||||||||||||||||
9/3/2013 | 8/30/2013 | — | — | — | 13,000 | — | — | $ | 709,800 | |||||||||||||||||||||
9/3/2013 | 8/30/2013 | — | — | — | — | 13,000 | $ | 54.60 | $ | 247,653 |
Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | |||||||||||||||||||||||||||||||
Name | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||
Charles M. | $ | 549,500 | $ | 1,099,000 | $ | 2,198,000 | — | — | — | — | ||||||||||||||||||||||||||||
Swoboda | 9/1/2016 | 8/23/2016 | — | — | — | — | 73,946 | 73,946 | — | — | — | $ | 1,802,803 | |||||||||||||||||||||||||
9/1/2016 | 8/23/2016 | — | — | — | — | — | — | 110,920 | — | — | $ | 2,704,230 | ||||||||||||||||||||||||||
Michael E. | $ | 182,002 | $ | 364,003 | $ | 728,007 | — | — | — | — | ||||||||||||||||||||||||||||
McDevitt | 9/1/2016 | 8/23/2016 | — | — | — | — | 21,936 | 21,936 | — | — | — | $ | 534,800 | |||||||||||||||||||||||||
9/1/2016 | 8/23/2016 | — | — | — | — | — | — | 32,904 | — | — | $ | 802,200 | ||||||||||||||||||||||||||
Daniel J. | $ | 107,882 | $ | 215,764 | $ | 431,528 | — | — | — | — | ||||||||||||||||||||||||||||
Castillo | 11/7/2016 | 10/25/2016 | — | — | — | — | 33,660 | 33,660 | — | — | — | $ | 730,422 | |||||||||||||||||||||||||
11/7/2016 | 10/25/2016 | — | — | — | — | — | — | 50,490 | — | — | $ | 1,095,633 | ||||||||||||||||||||||||||
11/7/2016 | 10/25/2016 | 42,075 | — | — | $ | 913,028 | ||||||||||||||||||||||||||||||||
Franco | $ | 191,250 | $ | 382,500 | $ | 612,000 | — | — | — | — | ||||||||||||||||||||||||||||
Plastina | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
(1) | Non-equity incentive plan awards represent the threshold, target and maximum amounts of cash incentive compensation payable under the |
(2) | The performance goal for the PSUs was an increase in non-GAAP operating income year-over-year based on fiscal year-end 2016 non-GAAP operating income of $75.5M. The target (and maximum) payout of 100% would be achieved upon an increase of at least 5.5% (year over year) based on fiscal year 2016 non-GAAP operating income of $75.5 million to at least $79.7 million for fiscal year 2017. |
(3) | The RSUs granted to Messrs. Swoboda and McDevitt vest in four annual installments commencing on the first anniversary of the date of grant, provided the recipient continues service as an employee, consultant or as a member of the Board of Directors. The |
Option Awards (1) | Stock Awards (1) | ||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date (2) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | |||||||||||||||
Charles M. Swoboda | 120,000 | 0 | $ | 35.89 | 9/1/2016 | 136,000 | (12) | $ | 6,593,280 | ||||||||||||
120,000 | 0 | $ | 55.30 | 9/1/2017 | |||||||||||||||||
0 | 40,000 | (4) | $ | 30.92 | 9/1/2018 | ||||||||||||||||
40,000 | 80,000 | (5) | $ | 27.77 | 9/4/2019 | ||||||||||||||||
0 | 50,000 | (6) | $ | 54.60 | 9/3/2020 | ||||||||||||||||
Michael E. McDevitt | 2,333 | 0 | $ | 27.47 | 9/4/2014 | 33,250 | (13) | $ | 1,611,960 | ||||||||||||
4,000 | 0 | $ | 22.90 | 9/2/2015 | |||||||||||||||||
6,666 | 0 | $ | 22.90 | 9/2/2015 | |||||||||||||||||
4,500 | 0 | $ | 35.89 | 9/1/2016 | |||||||||||||||||
6,000 | 0 | $ | 55.30 | 9/1/2017 | |||||||||||||||||
4,667 | 2,333 | (4) | $ | 30.92 | 9/1/2018 | ||||||||||||||||
20,000 | 10,000 | (7) | $ | 23.62 | 6/1/2019 | ||||||||||||||||
6,667 | 13,333 | (8) | $ | 27.77 | 9/4/2019 | ||||||||||||||||
0 | 16,000 | (9) | $ | 54.60 | 9/3/2020 | ||||||||||||||||
Norbert W. G. Hiller | 30,000 | 0 | $ | 55.30 | 9/1/2017 | 38,700 | (14) | $ | 1,876,176 | ||||||||||||
6,666 | 13,333 | (4) | $ | 30.92 | 9/1/2018 | ||||||||||||||||
13,334 | 26,666 | (10) | $ | 27.77 | 9/4/2019 | ||||||||||||||||
0 | 13,000 | (11) | $ | 54.60 | 9/3/2020 | ||||||||||||||||
Tyrone D. Mitchell, Jr. | 30,000 | 0 | $ | 55.30 | 9/1/2017 | 33,700 | (15) | $ | 1,633,776 | ||||||||||||
0 | 13,333 | (4) | $ | 30.92 | 9/1/2018 | ||||||||||||||||
0 | 26,666 | (10) | $ | 27.77 | 9/4/2019 | ||||||||||||||||
0 | 13,000 | (11) | $ | 54.60 | 9/3/2020 |
Option Awards | Stock Awards | |||||||||||||
Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | ||||||||||
Charles M. Swoboda | 40,000 | $ | 1,229,992 | 42,250 | $ | 2,344,453 | ||||||||
Michael E. McDevitt | — | — | 3,750 | $ | 208,088 | |||||||||
Norbert W. G. Hiller | 6,667 | $ | 205,023 | 9,450 | $ | 524,381 | ||||||||
Tyrone D. Mitchell, Jr. | 40,001 | $ | 1,373,240 | 8,200 | $ | 455,018 |
Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | |||||||||||||||||||
(a) | (b) | (c) | (e) | (f) | (g) | (i) | (j) | |||||||||||||||||||
Charles M. Swoboda | 2017 | $ | 785,000 | $ | 4,507,033 | — | — | $ | 21,458 | $ | 5,313,491 | |||||||||||||||
Chairman, CEO and President | 2016 | $ | 785,000 | $ | 5,003,146 | — | $ | 252,770 | $ | 7,984 | $ | 6,048,900 | ||||||||||||||
2015 | $ | 779,615 | $ | 3,610,400 | $ | 1,016,909 | — | $ | 9,453 | $ | 5,416,377 | |||||||||||||||
Michael E. McDevitt | 2017 | $ | 455,004 | $ | 1,336,999 | — | — | $ | 8,901 | $ | 1,800,904 | |||||||||||||||
Executive Vice President and CFO | 2016 | $ | 440,000 | $ | 1,484,165 | — | $ | 129,536 | $ | 8,559 | $ | 2,062,260 | ||||||||||||||
2015 | $ | 433,077 | $ | 1,128,250 | $ | 254,227 | $ | 21,120 | $ | 9,634 | $ | 1,846,308 | ||||||||||||||
Daniel J. Castillo | 2017 | $ | 425,000 | $ | 2,739,083 | — | — | $ | 171,218 | $ | 3,335,301 | |||||||||||||||
Executive Vice President and | ||||||||||||||||||||||||||
President–Lighting (3) | ||||||||||||||||||||||||||
Franco Plastina | 2017 | $ | 450,000 | — | — | $ | 95,625 | $ | 10,903 | $ | 518,278 | |||||||||||||||
Former Executive Vice President– | 2016 | $ | 450,000 | $ | 172,957 | — | $ | 113,985 | $ | 9,502 | $ | 746,444 | ||||||||||||||
Power & RF (4) | 2015 | $ | 252,965 | $ | 191,532 | — | — | — | $ | 444,497 | ||||||||||||||||
(1) | Represents the aggregate grant date fair value of service-based RSUs, PSUs and stock options granted during the fiscal years shown calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation, or ASC Topic 718. The aggregate grant date fair value is the amount we expect to expense in our financial statements over the award’s vesting schedule. See Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended June 25, 2017 for assumptions used in the calculations. There can be no assurance that the ASC Topic 718 grant date fair value amounts will ever be realized. In fact, for example, because the PSUs did not vest for fiscal 2016 or fiscal 2017, the amount in the Stock Awards column for Messrs. Swoboda and McDevitt for fiscal 2017 reflect $902,600 and $406,170, respectively, that was not received by the executives. |
(2) | The amount listed in column (i) for Mr. Swoboda in fiscal 2017 represents (a) matching contributions to the 401(k) retirement plan of $10,349, (b) reimbursement for an executive physical of $2,100, and (c) reimbursement for legal fees of $9,009 in conjunction with his separation agreement. The amount listed in column (i) for Mr. Castillo in fiscal 2017 represents (a) the gross-up amount for one-time payments in conjunction with his appointment as Executive Vice President and President–Lighting of $165,333, and (b) matching contributions to the 401(k) retirement plan of $5,885. No other named executive officer received perquisites and personal benefits valued, in the aggregate, at $10,000 or more in any other fiscal year. Therefore, in accordance with Securities and Exchange Commission disclosure rules, this column does not reflect the value of the perquisites and personal benefits received for fiscal 2015 through 2016. |
(3) | Mr. Castillo was appointed as Executive Vice President and President–Lighting on November 7, 2016. |
(4) | Mr. Plastina served as Executive Vice President–Power & RF from June 8, 2015 to February 22, 2017. Stock awards include RSUs granted to Mr. Plastina in fiscal 2015 in connection with his service as a non-employee director prior to the time he was appointed an executive officer. |
Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | |||||||||||||||||||||||||||||||
Name | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||
Charles M. | $ | 549,500 | $ | 1,099,000 | $ | 2,198,000 | — | — | — | — | ||||||||||||||||||||||||||||
Swoboda | 9/1/2016 | 8/23/2016 | — | — | — | — | 73,946 | 73,946 | — | — | — | $ | 1,802,803 | |||||||||||||||||||||||||
9/1/2016 | 8/23/2016 | — | — | — | — | — | — | 110,920 | — | — | $ | 2,704,230 | ||||||||||||||||||||||||||
Michael E. | $ | 182,002 | $ | 364,003 | $ | 728,007 | — | — | — | — | ||||||||||||||||||||||||||||
McDevitt | 9/1/2016 | 8/23/2016 | — | — | — | — | 21,936 | 21,936 | — | — | — | $ | 534,800 | |||||||||||||||||||||||||
9/1/2016 | 8/23/2016 | — | — | — | — | — | — | 32,904 | — | — | $ | 802,200 | ||||||||||||||||||||||||||
Daniel J. | $ | 107,882 | $ | 215,764 | $ | 431,528 | — | — | — | — | ||||||||||||||||||||||||||||
Castillo | 11/7/2016 | 10/25/2016 | — | — | — | — | 33,660 | 33,660 | — | — | — | $ | 730,422 | |||||||||||||||||||||||||
11/7/2016 | 10/25/2016 | — | — | — | — | — | — | 50,490 | — | — | $ | 1,095,633 | ||||||||||||||||||||||||||
11/7/2016 | 10/25/2016 | 42,075 | — | — | $ | 913,028 | ||||||||||||||||||||||||||||||||
Franco | $ | 191,250 | $ | 382,500 | $ | 612,000 | — | — | — | — | ||||||||||||||||||||||||||||
Plastina | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
(1) | Non-equity incentive plan awards represent the threshold, target and maximum amounts of cash incentive compensation payable under the performance units granted under the LTIP, or, in the case of Mr. Plastina, based upon his participation in the Wolfspeed-only MICP. The actual amounts earned are disclosed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” Threshold payment amounts under the performance units awarded to Messrs. Swoboda, McDevitt and Castillo are comprised solely of the annual target incentive, assume only the attainment of the minimum annual goals and are paid at 50% of the target incentive. Target payment amounts are paid at 100% of the target incentive and assume goal attainment of 100% of the target annual goals. Maximum payment amounts reflect the annual payout cap of 200% of the annual target incentive, which assumes goal attainment of the maximum annual goals. For additional information regarding the MICP, LTIP and performance units, see “Compensation Discussion and Analysis” above. |
(2) | The performance goal for the PSUs was an increase in non-GAAP operating income year-over-year based on fiscal year-end 2016 non-GAAP operating income of $75.5M. The target (and maximum) payout of 100% would be achieved upon an increase of at least 5.5% (year over year) based on fiscal year 2016 non-GAAP operating income of $75.5 million to at least $79.7 million for fiscal year 2017. |
(3) | The RSUs granted to Messrs. Swoboda and McDevitt vest in four annual installments commencing on the first anniversary of the date of grant, provided the recipient continues service as an employee, consultant or as a member of the Board of Directors. The RSUs granted to Mr. Castillo vest in four annual installments commencing on the first anniversary of the date of grant as to the grant of 50,490 RSUs and vesting in full on November 7, 2020 as to the grant of 42,075 RSUs, provided in each case that Mr. Castillo continues service as an employee, consultant or as a member of the Board of Directors. |
Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | |||||||||||||||||||
(a) | (b) | (c) | (e) | (f) | (g) | (i) | (j) | |||||||||||||||||||
Charles M. Swoboda | 2017 | $ | 785,000 | $ | 4,507,033 | — | — | $ | 21,458 | $ | 5,313,491 | |||||||||||||||
Chairman, CEO and President | 2016 | $ | 785,000 | $ | 5,003,146 | — | $ | 252,770 | $ | 7,984 | $ | 6,048,900 | ||||||||||||||
2015 | $ | 779,615 | $ | 3,610,400 | $ | 1,016,909 | — | $ | 9,453 | $ | 5,416,377 | |||||||||||||||
Michael E. McDevitt | 2017 | $ | 455,004 | $ | 1,336,999 | — | — | $ | 8,901 | $ | 1,800,904 | |||||||||||||||
Executive Vice President and CFO | 2016 | $ | 440,000 | $ | 1,484,165 | — | $ | 129,536 | $ | 8,559 | $ | 2,062,260 | ||||||||||||||
2015 | $ | 433,077 | $ | 1,128,250 | $ | 254,227 | $ | 21,120 | $ | 9,634 | $ | 1,846,308 | ||||||||||||||
Daniel J. Castillo | 2017 | $ | 425,000 | $ | 2,739,083 | — | — | $ | 171,218 | $ | 3,335,301 | |||||||||||||||
Executive Vice President and | ||||||||||||||||||||||||||
President–Lighting (3) | ||||||||||||||||||||||||||
Franco Plastina | 2017 | $ | 450,000 | — | — | $ | 95,625 | $ | 10,903 | $ | 518,278 | |||||||||||||||
Former Executive Vice President– | 2016 | $ | 450,000 | $ | 172,957 | — | $ | 113,985 | $ | 9,502 | $ | 746,444 | ||||||||||||||
Power & RF (4) | 2015 | $ | 252,965 | $ | 191,532 | — | — | — | $ | 444,497 | ||||||||||||||||
(1) | Represents the aggregate grant date fair value of service-based RSUs, PSUs and stock options granted during the fiscal years shown calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation, or ASC Topic 718. The aggregate grant date fair value is the amount we expect to expense in our financial statements over the award’s vesting schedule. See Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended June 25, 2017 for assumptions used in the calculations. There can be no assurance that the ASC Topic 718 grant date fair value amounts will ever be realized. In fact, for example, because the PSUs did not vest for fiscal 2016 or fiscal 2017, the amount in the Stock Awards column for Messrs. Swoboda and McDevitt for fiscal 2017 reflect $902,600 and $406,170, respectively, that was not received by the executives. |
(2) | The amount listed in column (i) for Mr. Swoboda in fiscal 2017 represents (a) matching contributions to the 401(k) retirement plan of $10,349, (b) reimbursement for an executive physical of $2,100, and (c) reimbursement for legal fees of $9,009 in conjunction with his separation agreement. The amount listed in column (i) for Mr. Castillo in fiscal 2017 represents (a) the gross-up amount for one-time payments in conjunction with his appointment as Executive Vice President and President–Lighting of $165,333, and (b) matching contributions to the 401(k) retirement plan of $5,885. No other named executive officer received perquisites and personal benefits valued, in the aggregate, at $10,000 or more in any other fiscal year. Therefore, in accordance with Securities and Exchange Commission disclosure rules, this column does not reflect the value of the perquisites and personal benefits received for fiscal 2015 through 2016. |
(3) | Mr. Castillo was appointed as Executive Vice President and President–Lighting on November 7, 2016. |
(4) | Mr. Plastina served as Executive Vice President–Power & RF from June 8, 2015 to February 22, 2017. Stock awards include RSUs granted to Mr. Plastina in fiscal 2015 in connection with his service as a non-employee director prior to the time he was appointed an executive officer. |
Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | |||||||||||||||||||||||||||||||
Name | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||
Charles M. | $ | 549,500 | $ | 1,099,000 | $ | 2,198,000 | — | — | — | — | ||||||||||||||||||||||||||||
Swoboda | 9/1/2016 | 8/23/2016 | — | — | — | — | 73,946 | 73,946 | — | — | — | $ | 1,802,803 | |||||||||||||||||||||||||
9/1/2016 | 8/23/2016 | — | — | — | — | — | — | 110,920 | — | — | $ | 2,704,230 | ||||||||||||||||||||||||||
Michael E. | $ | 182,002 | $ | 364,003 | $ | 728,007 | — | — | — | — | ||||||||||||||||||||||||||||
McDevitt | 9/1/2016 | 8/23/2016 | — | — | — | — | 21,936 | 21,936 | — | — | — | $ | 534,800 | |||||||||||||||||||||||||
9/1/2016 | 8/23/2016 | — | — | — | — | — | — | 32,904 | — | — | $ | 802,200 | ||||||||||||||||||||||||||
Daniel J. | $ | 107,882 | $ | 215,764 | $ | 431,528 | — | — | — | — | ||||||||||||||||||||||||||||
Castillo | 11/7/2016 | 10/25/2016 | — | — | — | — | 33,660 | 33,660 | — | — | — | $ | 730,422 | |||||||||||||||||||||||||
11/7/2016 | 10/25/2016 | — | — | — | — | — | — | 50,490 | — | — | $ | 1,095,633 | ||||||||||||||||||||||||||
11/7/2016 | 10/25/2016 | 42,075 | — | — | $ | 913,028 | ||||||||||||||||||||||||||||||||
Franco | $ | 191,250 | $ | 382,500 | $ | 612,000 | — | — | — | — | ||||||||||||||||||||||||||||
Plastina | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
(1) | Non-equity incentive plan awards represent the threshold, target and maximum amounts of cash incentive compensation payable under the performance units granted under the LTIP, or, in the case of Mr. Plastina, based upon his participation in the Wolfspeed-only MICP. The actual amounts earned are disclosed in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” Threshold payment amounts under the performance units awarded to Messrs. Swoboda, McDevitt and Castillo are comprised solely of the annual target incentive, assume only the attainment of the minimum annual goals and are paid at 50% of the target incentive. Target payment amounts are paid at 100% of the target incentive and assume goal attainment of 100% of the target annual goals. Maximum payment amounts reflect the annual payout cap of 200% of the annual target incentive, which assumes goal attainment of the maximum annual goals. For additional information regarding the MICP, LTIP and performance units, see “Compensation Discussion and Analysis” above. |
(2) | The performance goal for the PSUs was an increase in non-GAAP operating income year-over-year based on fiscal year-end 2016 non-GAAP operating income of $75.5M. The target (and maximum) payout of 100% would be achieved upon an increase of at least 5.5% (year over year) based on fiscal year 2016 non-GAAP operating income of $75.5 million to at least $79.7 million for fiscal year 2017. |
(3) | The RSUs granted to Messrs. Swoboda and McDevitt vest in four annual installments commencing on the first anniversary of the date of grant, provided the recipient continues service as an employee, consultant or as a member of the Board of Directors. The RSUs granted to Mr. Castillo vest in four annual installments commencing on the first anniversary of the date of grant as to the grant of 50,490 RSUs and vesting in full on November 7, 2020 as to the grant of 42,075 RSUs, provided in each case that Mr. Castillo continues service as an employee, consultant or as a member of the Board of Directors. |
Option Awards (1) | Stock Awards (1) | ||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date (2) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||
Charles M. | 120,000 | $ | 55.30 | 9/1/2017 | 239,780 | (6) | $ | 6,078,423 | |||||||||||||||||||||
Swoboda | 40,000 | $ | 30.92 | 9/1/2018 | |||||||||||||||||||||||||
120,000 | $ | 27.77 | 9/4/2019 | ||||||||||||||||||||||||||
50,000 | $ | 54.60 | 9/3/2020 | ||||||||||||||||||||||||||
42,667 | 21,333 | (4) | $ | 45.13 | 9/2/2021 | ||||||||||||||||||||||||
125,122 | (7) | $ | 3,171,843 | ||||||||||||||||||||||||||
Michael E. | 6,000 | $ | 55.30 | 9/1/2017 | 70,522 | (8) | $ | 1,787,733 | |||||||||||||||||||||
McDevitt | 7,000 | $ | 30.92 | 9/1/2018 | |||||||||||||||||||||||||
30,000 | $ | 23.62 | 6/1/2019 | ||||||||||||||||||||||||||
20,000 | $ | 27.77 | 9/4/2019 | ||||||||||||||||||||||||||
16,000 | $ | 54.60 | 9/3/2020 | ||||||||||||||||||||||||||
10,667 | 5,333 | (5) | $ | 45.13 | 9/2/2021 | ||||||||||||||||||||||||
37,117 | (9) | $ | 940,916 | ||||||||||||||||||||||||||
Daniel J. | — | 92,565 | (10) | $ | 2,346,523 | ||||||||||||||||||||||||
Castillo | |||||||||||||||||||||||||||||
33,660 | (11) | $ | 853,281 | ||||||||||||||||||||||||||
Franco | — | — | — | — | — | ||||||||||||||||||||||||
Plastina | |||||||||||||||||||||||||||||
Option Awards | Stock Awards | |||||||||||||
Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||
Charles M. Swoboda | — | — | 68,787 | $ | 1,677,027 | (1) | ||||||||
Michael E. McDevitt | — | — | 20,290 | $ | 494,670 | (1) | ||||||||
Daniel J. Castillo | — | — | — | — | ||||||||||
Franco Plastina | — | — | 6,772 | $ | 143,905 | (2) | ||||||||
(1) | The value realized on vesting of these RSUs is based on $24.38 per share (the closing price of our common stock as reported by Nasdaq on September 1, 2016). |
(2) | The value realized on vesting of these RSUs is based on $21.25 per share (the closing price of our common stock as reported by Nasdaq on November 2, 2016). |
Name | Triggering Event | Type of Payment/Benefit | Amount | Triggering Event | Type of Payment/Benefit | Amount | ||||||||||
Charles M. Swoboda | Death or termination of employment due to | Annual incentive award (1) | $ | 792,497 | Compensation pursuant to the Swoboda | Base salary (18 months) | $ | 1,177,500 | ||||||||
long-term disability | Vesting acceleration (100%) (2) | 8,467,680 | ||||||||||||||
$ | 9,260,177 | |||||||||||||||
Change in control (not involving | Annual incentive award (3) | $ | 140,625 | |||||||||||||
termination of employment) (4) | $ | 140,625 | ||||||||||||||
Termination without cause or resignation | Base salary (18 months) | $ | 1,125,000 | |||||||||||||
for good reason not in connection with a | COBRA Premiums (18 months) | 27,575 | ||||||||||||||
change in control (5) | Annual incentive award (6) | 1,406,250 | ||||||||||||||
$ | 2,558,825 | |||||||||||||||
Termination without cause or resignation | Base salary (24 months) | $ | 1,500,000 | |||||||||||||
for good reason in connection with a | Annual incentive award (8) | 2,804,794 | ||||||||||||||
change in control (7) | COBRA premiums (24 months) | 36,767 | Separation Agreement (1) | Annual Incentive Award | 1,648,500 | |||||||||||
Vesting acceleration (100%) | 8,467,680 | COBRA Premiums (18 months) | 29,758 | |||||||||||||
$ | 12,809,241 | $ | 2,855,758 | |||||||||||||
Michael E. McDevitt | Death or termination of employment due to | Quarterly incentive award (9) | $ | 15,453 | Death or termination of employment due to | Annual incentive award (2) | — | |||||||||
long-term disability | Annual incentive award (1) | 160,275 | long-term disability | Vesting acceleration (100%) (3) | $ | 2,169,852 | ||||||||||
Vesting acceleration (100%) (2) | 1,886,774 | $ | 2,169,852 | |||||||||||||
$ | 2,062,502 | Change in control (not involving | Annual incentive award (9) | $ | 364,003 | |||||||||||
Change in control (not involving | Quarterly incentive award (10) | $ | 15,800 | termination of employment) (4) | $ | 364,003 | ||||||||||
termination of employment) (4) | Annual incentive award (10) | 28,440 | Termination without cause or resignation | Base salary (12 months) | $ | 455,004 | ||||||||||
$ | 44,240 | for good reason not in connection with a | Incentive awards (6) | 364,003 | ||||||||||||
Termination without cause or resignation | Base salary (12 months) | $ | 395,000 | change in control (5) | COBRA premiums (12 months) | 18,744 | ||||||||||
for good reason not in connection with a | Incentive awards (6) | 316,000 | $ | 837,751 | ||||||||||||
change in control (5) | COBRA premiums (12 months) | 16,038 | Termination without cause or resignation | Base salary (18 months) | $ | 682,500 | ||||||||||
$ | 727,038 | for good reason in connection with a | Incentive awards (9) | 728,000 | ||||||||||||
Termination without cause or resignation | Base salary (12 months) | $ | 395,000 | change in control (7) | COBRA premiums (18 months) | 28,116 | ||||||||||
for good reason in connection with a | Incentive awards (11) | 629,403 | Vesting acceleration (100%) | 1,787,733 | ||||||||||||
change in control (7) | COBRA premiums (12 months) | 16,038 | $ | 3,226,349 | ||||||||||||
Vesting acceleration (100%) | 1,886,774 | |||||||||||||||
$ | 2,927,215 | |||||||||||||||
Norbert W. G. Hiller | Death or termination of employment due to | Quarterly incentive award (9) | $ | 13,875 | ||||||||||||
Daniel J. Castillo | Death or termination of employment due to | Annual incentive award (2) | — | |||||||||||||
long-term disability | Annual incentive award (1) | 154,188 | long-term disability | Vesting acceleration (100%) (3) | $ | 2,346,523 | ||||||||||
Vesting acceleration (100%) (2) | 2,420,156 | $ | 2,346,523 | |||||||||||||
$ | 2,588,219 | Change in control (not involving | Annual incentive award (9) | — | ||||||||||||
Change in control (not involving | Quarterly incentive award (10) | $ | 16,213 | termination of employment) (4) | — | |||||||||||
termination of employment) (4) | Annual incentive award (10) | 27,360 | Termination without cause or resignation | Base salary (12 months) | $ | 425,000 | ||||||||||
$ | 43,573 | for good reason not in connection with a | Incentive awards (6) | 340,000 | ||||||||||||
Termination without cause or resignation | Base salary (12 months) | $ | 380,000 | change in control (5) | COBRA premiums (12 months) | 18,744 | ||||||||||
for good reason not in connection with a | Incentive awards (6) | 304,000 | $ | 783,744 | ||||||||||||
change in control (5) | COBRA premiums (12 months) | 11,630 | Termination without cause or resignation | Base salary (12 months) | — | |||||||||||
$ | 695,630 | for good reason in connection with a | Incentive awards (6) | — | ||||||||||||
Termination without cause or resignation | Base salary (12 months) | $ | 380,000 | change in control (9) | COBRA premiums (12 months) | — | ||||||||||
for good reason in connection with a | Incentive awards (11) | 605,502 | — | |||||||||||||
Franco Plastina | Compensation pursuant to Severance | Base salary (12 months) | $ | 450,000 | ||||||||||||
change in control (7) | COBRA premiums (12 months) | 11,630 | Plan (10) | Incentive awards (6) | 420,750 | |||||||||||
Vesting acceleration (100%) | 2,420,156 | COBRA premiums (12 months) | 21,216 | |||||||||||||
$ | 3,417,288 | $ | 891,966 |
(1) | Represents amounts to which Mr. Swoboda is entitled pursuant to the Swoboda Separation Agreement, following the termination of the transition period. |
(2) | Based on actual results for performance period using |
Vesting is automatically accelerated for nonqualified stock options and restricted stock in the event of death or |
(4) | No accelerated vesting will occur for options and other awards under the |
(5) | The triggering event, along with resulting benefits, is defined in the Severance Plan. |
(6) | The amount in the table represents the annual target award for Messrs. McDevitt and Castillo. Under the change in control agreement entered into during fiscal 2018, Messrs. McDevitt and Castillo are entitled to one and a half times target annual incentive award and COBRA premiums for |
(7) | The triggering event, along with resulting benefits, is defined in the change in control agreement. If the executive was generally disabled and we terminated his employment without cause in connection with a change in control prior to the date he was determined to have a long-term disability, or if he ceased to be generally disabled before his employment was terminated due to a long-term disability and he resigned for good reason (in connection with a change in control) on account of any event or circumstances that occurred while he was generally disabled (if not cured or consented to by the executive), then pursuant to the change in control agreement the executive would not be entitled to vesting acceleration. The Company entered into a separate change in control agreement with Mr. McDevitt subsequent to the end of the fiscal year (described above). The following table assumes that Mr. McDevitt’s new change in control agreement had been in effect at the end of the fiscal year: |
Termination without cause or resignation | Base salary (18 months) | $ | 682,500 | |||||
for good reason in connection with a | Incentive awards* | 546,000 | ||||||
change in control (see above regarding | COBRA premiums (18 months) | 28,116 | ||||||
disability) | Vesting acceleration (100%) | 1,787,733 | ||||||
$ | 3,044,349 |
(8) |
Amount in table is based on actual results for performance period and is payable in the case of death only. In the case of termination due to long-term disability (assuming at least 91 days prior leave of absence), no payment would be due. |
The |
Termination without cause or resignation | Base salary (18 months) | $ | 637,500 | |||||
for good reason in connection with a | Incentive awards* | 510,000 | ||||||
change in control (see footnote 7 above | COBRA premiums (18 months) | 28,116 | ||||||
regarding disability) | Vesting acceleration (100%) | 2,346,523 | ||||||
$ | 3,522,139 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) (1) | All Other Compensation ($) | Total ($) | |||||||||||||||
Clyde R. Hosein (2) | $ | 60,000 | $ | 218,400 | $ | 77,281 | — | $ | 355,681 | |||||||||||
Robert A. Ingram (3) | $ | 62,500 | $ | 218,400 | $ | 77,281 | — | $ | 358,181 | |||||||||||
Franco Plastina (4) | $ | 80,000 | $ | 218,400 | $ | 77,281 | — | $ | 375,681 | |||||||||||
John B. Replogle (5) | $ | 25,333 | $ | 251,000 | $ | 94,317 | — | $ | 370,650 | |||||||||||
Alan J. Ruud (6) | N/A | — | $ | 571,506 | $ | 472,416 | $ | 1,043,922 | ||||||||||||
Robert L. Tillman (7) | $ | 50,000 | $ | 218,400 | $ | 77,281 | — | $ | 345,681 | |||||||||||
Harvey A. Wagner (8) | $ | 40,000 | — | — | — | $ | 40,000 | |||||||||||||
Thomas H. Werner (9) | $ | 60,000 | $ | 218,400 | $ | 77,281 | — | $ | 355,681 | |||||||||||
Anne C. Whitaker (10) | $ | 28,846 | $ | 229,440 | $ | 86,216 | — | $ | 344,502 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) | All Other Compensation ($) | Total ($) | |||||||||||||
Clyde R. Hosein (2) | $ | 80,000 | $ | 156,739 | — | — | $ | 236,739 | ||||||||||
Robert A. Ingram (3) | $ | 103,750 | $ | 156,739 | — | — | $ | 260,489 | ||||||||||
Darren R. Jackson (4) | $ | 91,250 | $ | 156,739 | — | — | $ | 247,989 | ||||||||||
C. Howard Nye (5) | $ | 80,000 | $ | 156,739 | — | — | $ | 236,739 | ||||||||||
John B. Replogle (6) | $ | 80,000 | $ | 156,739 | — | — | $ | 236,739 | ||||||||||
Robert L. Tillman (7) | $ | 38,750 | — | — | — | $ | 38,750 | |||||||||||
Thomas H. Werner (8) | $ | 85,000 | $ | 156,739 | — | — | $ | 241,739 | ||||||||||
Anne C. Whitaker (9) | $ | 75,000 | $ | 156,739 | — | — | $ | 231,739 |
(1) | Amounts listed in the Stock Awards and Option Awards columns represent the aggregate grant date fair value of awards granted during fiscal |
(2) | As of June |
(3) | As of June |
(4) | As of June |
(5) | As of June |
(6) | As of June |
(7) | Mr. Tillman’s term as a director ended October 25, 2016. As of June |
(8) |
(9) | As of June |
Fiscal 2014 | Fiscal 2013 | Fiscal 2017 | Fiscal 2016 | |||||||||||
Audit Fees | $ | 2,072,000 | $ | 2,492,060 | $ | 2,462,000 | $ | 2,432,000 | ||||||
Audit-Related Fees | — | — | — | — | ||||||||||
Tax Fees | 851,602 | 205,286 | 191,000 | 274,000 | ||||||||||
All Other Fees | 2,700 | 1,940 | 3,000 | 3,000 | ||||||||||
Total | $ | 2,926,302 | $ | 2,699,286 | $ | 2,656,000 | $ | 2,709,000 |
• | Aggressive financial targets for performance-based short-term cash incentive compensation. The Committee established challenging annual Cree-wide financial targets for the fiscal 2017 performance-based cash incentive programs that applied to all of Cree’s named executive officers serving at the end of the fiscal year.Cree did not reach the threshold target for payout under its annual financial targets in fiscal 2017. Because Mr. Swoboda’s and Mr. McDevitt’s performance based cash incentives were measured solely on achievement of Cree annual financial targets for fiscal 2017, Mr. Swoboda and Mr. McDevitt received no payouts of the annual cash incentive compensation under the LTIP. |
1 | ACXIOM | 39 | LINEAR TECHNOLOGY | ACCO BRANDS CORPORATION | 41 | MARVELL SEMICONDUCTOR | ||||||||||
2 | AKAMAI TECHNOLOGIES | 40 | LOGITECH | AKAMAI TECHNOLOGIES | 42 | MAXIM INTEGRATED PRODUCTS | ||||||||||
3 | ALERE | 41 | LSI | ALLSCRIPTS | 43 | MENTOR GRAPHICS | ||||||||||
4 | ALLSCRIPTS | 42 | MAXIM INTEGRATED PRODUCTS | AUTODESK | 44 | MICROCHIP TECHNOLOGY | ||||||||||
5 | ALTERA | 43 | MENTOR GRAPHICS | BENCHMARK ELECTRONICS | 45 | MICROSEMI | ||||||||||
6 | AMERICAN TOWER | 44 | MICROCHIP TECHNOLOGY | BLACKBERRY LIMITED | 46 | NETGEAR | ||||||||||
7 | ANALOG DEVICES | 45 | MONSTER WORLDWIDE | BROCADE COMMUNICATIONS | 47 | NEUSTAR | ||||||||||
8 | AOL | 46 | MOODY’S | BRUKER | 48 | NUANCE COMMUNICATIONS | ||||||||||
9 | ARRIS GROUP | 47 | NATIONAL INSTRUMENTS | CADENCE DESIGN SYSTEMS | 49 | OPEN TEXT | ||||||||||
10 | ATMEL | 48 | NETGEAR | CDK GLOBAL | 50 | OUTERWALL | ||||||||||
11 | AUTODESK | 49 | NORDSON ASYMTEK | CIENA | 51 | PALO ALTO NETWORKS | ||||||||||
12 | AVAGO TECHNOLOGIES | 50 | NUANCE COMMUNICATIONS | CIRRUS LOGIC | 52 | PANDORA MEDIA | ||||||||||
13 | BENCHMARK ELECTRONICS | 51 | ORBITAL SCIENCES | CUBIC CORPORATION | 53 | POLYCOM | ||||||||||
14 | BMC SOFTWARE | 52 | PERKIN ELMER | CURTISS WRIGHT CORPORATION | 54 | PTC-PARAMETRIC TECHNOLOGY | ||||||||||
15 | BROCADE COMMUNICATIONS | 53 | POLYCOM | DIEBOLD | 55 | QORVO | ||||||||||
16 | CADENCE DESIGN SYSTEMS | 54 | POWER-ONE | EARTHLINK | 56 | RACKSPACE HOSTING | ||||||||||
17 | CERNER | 55 | PTC-PARAMETRIC TECHNOLOGY | EASTMAN KODAK COMPANY | 57 | RED HAT | ||||||||||
18 | CIENA | 56 | RACKSPACE HOSTING | ENTEGRIS | 58 | SABRE CORPORATION | ||||||||||
19 | CITRIX SYSTEMS | 57 | RED HAT | EQUINIX | 59 | SCIENTIFIC GAMES CORPORATION | ||||||||||
20 | CLEARWIRE | 58 | RESMED | ESTERLINE TECHNOLOGIES | 60 | SENSATA TECHNOLOGIES | ||||||||||
21 | COMPUWARE | 59 | SALESFORCE.COM | F5 NETWORKS | 61 | SERVICENOW | ||||||||||
22 | CROWN CASTLE | 60 | SKYWORKS SOLUTIONS | FAIRCHILD SEMICONDUCTOR | 62 | STARZ ENTERTAINMENT LLC | ||||||||||
23 | CUBIC CORPORATION | 61 | SPANSION | FINISAR | 63 | SUNEDISON SEMICONDUCTOR LIMITED | ||||||||||
24 | DST SYSTEMS | 62 | SUNPOWER | FITBIT | 64 | SUNPOWER | ||||||||||
25 | EARTHLINK | 63 | SUPER MICRO COMPUTER | FLIR SYSTEMS | 65 | SUPER MICRO COMPUTER | ||||||||||
26 | ECHOSTAR TECHNOLOGIES | 64 | SYNOPSYS | FORTINET | 66 | SYNAPTICS | ||||||||||
27 | EDWARDS LIFESCIENCES | 65 | TELEFLEX | FTD | 67 | SYNOPSYS | ||||||||||
28 | EQUINIX | 66 | TELLABS | GARMIN | 68 | TERADATA | ||||||||||
29 | ESTERLINE TECHNOLOGIES | 67 | TERADATA | GODADDY.COM | 69 | TERADYNE | ||||||||||
30 | F5 NETWORKS | 68 | TERADYNE | GOPRO | 70 | TRIBUNE MEDIA | ||||||||||
31 | FAIRCHILD SEMICONDUCTOR | 69 | TRIMBLE NAVIGATION | HEXCEL | 71 | TRIMBLE NAVIGATION | ||||||||||
32 | GROUPON | 70 | TSYS | INTELSAT | 72 | TRIPADVISOR | ||||||||||
33 | HOLOGIC | 71 | TW TELECOM | ITRON | 73 | TTM TECHNOLOGIES | ||||||||||
34 | INTERNATIONAL GAME TECH | 72 | VARIAN MEDICAL SYSTEMS | KEYSIGHT TECHNOLOGIES | 74 | VERIFONE | ||||||||||
35 | INTERNATIONAL RECTIFIER | 73 | VERIFONE | KLA-TENCOR | 75 | VERINT SYSTEMS | ||||||||||
36 | INTUITIVE SURGICAL | 74 | WATERS | KNOWLES | 76 | VERISIGN | ||||||||||
37 | JACK HENRY AND ASSOCIATES | 75 | XILINX | LINEAR TECHNOLOGY | 77 | VIASAT | ||||||||||
38 | JDS UNIPHASE | 76 | ZYNGA GAME NETWORK | 78 | WAYFAIR | |||||||||||
39 | LOGITECH | 79 | WORKDAY | |||||||||||||
40 | MACDONALD DETTWILER AND ASSOCIATES | 80 | XILINX |
1 | Increased from |
1. | Purpose. The purpose of the Plan is to provide eligible employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions or contributions (where permitted). It is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code. Accordingly, the provisions of the Plan shall be administered, interpreted, and construed so as to extend and limit participation in a manner consistent with the requirements of Section 423 of the Code. However, the Company makes no undertaking or representation to maintain such qualification. In addition, the Plan authorizes the purchase of Common Stock under a Non-Section 423(b) Component that does not qualify as an “employee stock purchase plan” under Section 423 of the Code, pursuant to rules, procedures or sub-plans adopted by the Board and designed to achieve tax, securities law or other objectives. Except as otherwise provided herein, the Non-Section 423(b) Component will operate and be administered in the same manner as the Section 423(b) Component. |
2. | Definitions. |
(a) | “Board” shall mean the Board of Directors of the Company or, as applicable, one or more individuals or a committee to which the Board has delegated authority or responsibility hereunder pursuant to Section 14(b). |
(b) | “Code” shall mean the United States Internal Revenue Code of 1986, as amended. |
(c) | “Common Stock” shall mean the common stock of the Company. |
(d) | “Company” shall mean Cree, Inc., a North Carolina corporation. |
(e) | “Compensation” shall mean the total cash remuneration paid, during the period of reference, to an Employee by the Employer, including but not limited to salary, wages, overtime, performance bonuses, commissions, incentive compensation, and salary continuation payments that are made pursuant to a payroll practice (e.g., vacation, holiday, sick and short-term disability pay paid to the Employee through an Employer’s payroll system), prior to deduction of any amounts the Employee elects to defer or exclude from income under a deferred compensation plan or an employee benefit plan of an Employer, such as the Company’s section 401(k) plan and section 125 cafeteria plans ("employee elective deferrals"). Notwithstanding the foregoing, “Compensation” shall not include: relocation, equalization (including goods and services allowances), sign-on and make-up bonuses; expense reimbursements of all types; payments in lieu of expenses; meal allowances; commuting or automobile allowances; any payments (such as guaranteed bonuses in certain foreign jurisdictions) with respect to which salary reductions are not permitted by the laws of the applicable jurisdiction; income realized as a result of participation in any stock plan, including without limitation any stock option, stock award, stock purchase or similar plan of an Employer; Employer contributions to and benefits from (except employee elective deferrals as provided above) any qualified retirement plan, other program of deferred compensation, welfare benefit plan or fringe benefit plan; any Employer contributions to U.S. Social Security and/or a public pension program established in an applicable foreign jurisdiction; any Employer contributions to unemployment taxes or workers’ compensation; costs paid by an Employer in connection with relocation, including gross-ups; any amounts accrued for the benefit of the Employee, but not paid, during the period of reference; and other items of remuneration that that the Stock Plan Manager determines, in his/her discretion and in a uniform and nondiscriminatory manner, are not part of |
(f) | “Designated Subsidiary” shall mean any Subsidiary that has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan either as a Section 423(b) Employer or Non-Section 423(b) Employer. |
(g) | “Employee” shall mean any individual who is treated as an active employee in the records of the Employer, other than such an individual who is subject to the laws of a country that would prohibit the Employee’s participation in the Plan. |
(h) | “Employer” shall mean the Company or any Designated Subsidiary. |
(i) | “Enrollment Date” shall mean the first day of a Participation Period. |
(j) | “Fair Market Value” shall mean, as of any date, the value of the Common Stock determined as follows: |
(i) | If the Common Stock is listed on any established stock exchange or national market system, including without limitation the NASDAQ Global Select Market, its Fair Market Value shall be the closing price for such stock quoted on such exchange on the date of determination, as reported by the Nasdaq-Amex Reporting Service or such other source as the Board deems reliable, unless such date is not a Trading Day, in which case it shall be the closing price quoted on such exchange on the last Trading Day immediately preceding the date of determination, and |
(ii) | If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the closing price for such stock on the date of determination, as quoted by such source as the Board deems reliable, unless such date is not a Trading Day, in which case it shall be the closing price quoted on the last Trading Day immediately preceding the date of determination, and |
(iii) | In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Board. |
(k) | “Non-Section 423(b) Component” shall mean the provisions of the Plan that allow for the grant of an option under the Plan to an Employee of a Non-Section 423(b) Employer outside the scope of and not in compliance with the requirements set forth in Section 423(b) of the Code. |
(l) | “Non-Section 423(b) Employer” shall mean any Subsidiary that has been designated by the Board as eligible to participate in the Non-Section 423(b) Component of the Plan. |
(m) | “Participant” shall mean an eligible Employee who has enrolled in the Plan. |
(n) | “Participation Period” shall mean a 12-month period established under this Plan during which an option granted pursuant to the Plan may be exercised unless earlier terminated as provided herein. Effective with the Participation Period beginning November 1, 2011, each Participation Period will be 12 months in duration and shall begin at 12:01 a.m. on November 1 or May 1 of each year, as applicable to the Participant, and end at 11:59 p.m. on October 31 or April 30, respectively. The Board may change the duration and timing of Participation Periods pursuant to Sections 4, 18(b), 18(c), 19(b) or 19(c) hereof. As used herein, “Participation Period” shall also mean “Special Participation Period,” where applicable. |
(o) | “Plan” shall mean this 2005 Employee Stock Purchase Plan, including both the Section 423(b) Component and the Non-Section 423(b) Component, as it may be amended from time to time. |
(p) | “Purchase Date” shall mean each April 30 and October 31 during a Participation Period (in the order in which these dates appear during the Participation Period). The Board may change the Purchase Date pursuant to Sections 4, 18(b), 18(c), 19(b) or 19(c) hereof. As used herein, “Purchase Date” shall also mean “New Purchase Date,” where applicable. |
(q) | “Purchase Price” shall mean, effective with the Participation Period beginning November 1, 2011, an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or 85% of the Fair Market Value of a share of Common Stock on the applicable Purchase Date, whichever is lower. The Purchase Price may be adjusted by the Board pursuant to Sections 18(a) or 19(c) hereof. |
(r) | “Reserves” shall mean the number of shares of Common Stock covered by options under the Plan that have not been exercised and the number of shares of Common Stock that have been authorized for issuance under the Plan but not placed under option. |
(s) | “Section 423(b) Component” shall mean the provisions of the Plan that are designed to meet the requirements for an employee stock purchase plan as set forth in Section 423(b) of the Code, as amended. The provisions of the Section 423(b) Component shall be construed, administered and enforced in accordance with Section 423(b) of the Code. |
(t) | “Section 423(b) Employer” shall mean the Company and any Subsidiary, domestic or foreign, that has been designated by the Board as eligible to participate in the Section 423(b) Component of the Plan. Any Subsidiary that has been designated as eligible to participate in the Plan prior to December 31, 2009 shall be considered to be a Section 423(b) Employer without the requirement for further designation by the Board; provided, that any new Board designation of such entity as a Non-Section 423(b) Employer shall supersede any prior designation or deemed designation. |
(u) | “Special Participation Periods” shall mean interim Participation Periods created at the discretion of the Board enabling Employees of Subsidiaries that become Designated Subsidiaries of the Company after an Enrollment Date but more than three (3) months prior to the next succeeding Enrollment Date to participate in the Section 423(b) Component or Non-Section 423(b) Component of the Plan, as applicable. The Enrollment Date of a Special Participation Period shall be a date specified by the Board, and the last day of a Special Participation Period shall be the second succeeding Purchase Date under the Plan. |
(v) | “Subsidiary” shall mean a corporation, domestic or foreign, other than the Company, in an unbroken chain of corporations beginning with the Company, if, at the time of grant of an option under the Plan, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. |
(w) | “Trading Day” shall mean a day on which U.S. stock exchanges and the NASDAQ System are open for trading. |
3. | Eligibility. |
(a) | Any Employee employed by an Employer for 30 continuous daysprior to a given Enrollment Date shall be eligible to participate in the Plan; provided, however, that, (i) for Employees participating in the Non-Section 423(b) Component, to the extent required by the laws of the applicable jurisdiction, an Employee may be eligible to participate in the Plan, notwithstanding that he or she has not been employed by an Employer for 30 continuous days prior to a given Enrollment Date, and (ii) as provided more fully in Section 21 below, the Board may adopt administrative rules, procedures and/or sub-plans limiting the eligibility of or participation by any Employee of a Non-Section 423(b) Employer. The foregoing notwithstanding, only employees of the applicable Designated Subsidiary shall be eligible to participate in a Special Participation Period. |
(b) | Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan to the extent that (i) immediately after such grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock (and/or hold outstanding options to purchase capital stock) representing 5% or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) the Employee’s rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company and its Subsidiaries accrues at a rate that exceeds $25,000 of stock (determined at the Fair Market Value of the shares on the date of grant) for each calendar year in which such option is outstanding at any time (or such lower limitations that may be imposed with respect to eligible Employees who are subject to laws of a foreign jurisdiction where lower limitations are required). |
(c) | Any provisions of the Plan to the contrary notwithstanding, an Employee who has received a hardship withdrawal from the Company’s 401(k) plan, or the 401(k) plan of any Designated Subsidiary, shall be |
4. | Participation Periods. The Plan shall be implemented with overlapping Participation Periods of 12 months’ duration, with new Participation Periods beginning November 1 and May 1 each year. Each Participant shall only be enrolled in one Participation Period at any given time. Plan Participants enrolled in the Plan as of October 31, 2011 will automatically be enrolled in the Participation Period beginning November 1, 2011. Thereafter, each new Participant will initially be enrolled in the first Participation Period that commences after the date the Company’s stock plan administrator receives the Participant’s subscription agreement in accordance with Section 5(a) below. Provided the Participant’s participation in the Plan is not terminated (other than as provided in Section 7(b) hereof), and the Plan is not otherwise terminated, as provided in the Plan prior to the Enrollment Date for the next consecutive Participation Period commencing on the same day of the year, such Participant will remain continuously enrolled in the Participation Periods that commence on that day each year. Except as otherwise provided in the Plan, each Participation Period shall have two Purchase Dates, April 30 and October 31 (in the order in which these dates appear during the Participation Period). The Board may change the duration and timing of Participation Periods and Purchase Dates, provided that any such change that is determined by the Board to adversely affect Participants is announced at least 10 days prior to the scheduled beginning of the first Participation Period to be affected thereafter |
5. | Participation |
(a) | An eligible Employee may become a Participant in the Plan by completing a subscription agreement in a form provided by the Board authorizing payroll deductions or contributions, where permitted, and filing it manually, or in the manner prescribed by the Board, with the Company’s stock plan administrator by such time as prescribed by the Board, or through such other telephone or electronic arrangements as the Company’s stock plan administrator may prescribe. Contributions other than payroll deductions shall be permitted only to correct errors in the administration of a valid payroll deduction authorization or for an Employee of a Non-Section 423(b) Employer participating in the Non-Section 423(b) Component if the rules of a foreign country prohibit the Non-Section 423(b) Employer from making payroll deductions with respect to such eligible Employee’s Plan participation. |
(b) | Payroll deductions/contributions for a new Participant shall begin as soon as administratively possible following the Enrollment Date of the Participant’s initial Participation Period, which in any event shall not be later than the first full payroll period that begins on or after such Enrollment Date, and shall continue unless and until the Participant’s participation in the Plan is terminated, or the Plan is otherwise terminated, as provided in the Plan. |
6. | Payroll Deductions. |
(a) | At the time a Participant files a subscription agreement, the Participant shall elect to have payroll deductions made on each pay day during the applicable Participation Periods (subject to Section 5(b)) or, where applicable, contributions made in accordance with the established contribution schedule, in whole percentages only not exceeding 15% of the Compensation that the Participant receives on each pay day during the Participation Periods. |
(b) | All payroll deductions made for or contributions made by a Participant shall be credited to the Participant’s account under the Plan. |
(c) | A Participant may discontinue his or her participation in the Plan as provided in Section 10 hereof or may increase to as high as 15% or decrease to as low as 0% the rate of his or her payroll deductions/contributions by completing and filing with the Company a new subscription agreement authorizing a change in payroll deduction/contribution rate. A decrease in rate shall be effective with the first full payroll period that begins after the Company’s stock plan administrator receives the new subscription agreement. An increase in rate shall be effective as soon as administratively possible following the next succeeding Enrollment Date under the Plan (i.e., November 1 or May 1), without regard to whether such Enrollment Date is the first day of a Participation Period for the Participant, which in any event shall not be later than the first full payroll period that begins on or after such Enrollment Date. |
(d) | A Participant’s subscription agreement shall remain in effect for successive Participation Periods unless changed by the Participant as provided in Section 6(c) above (in which case the modified subscription agreement shall remain in effect for successive Participation Periods as provided herein) or unless the Participant’s participation in the Plan is terminated, or the Plan is otherwise terminated, as provided in the Plan. |
(e) | Notwithstanding the foregoing, to the extent necessary to comply with the $25,000 calendar-year accrual and the 5% ownership limitations set forth in Section 3(b), a Participant’s payroll deductions/ contributions may be decreased to 0% at any time prior to a Purchase Date. Payroll deductions/ contributions at the rate provided in such Participant’s then-current subscription agreement shall resume immediately following such Purchase Date, unless the Participant’s participation in the Plan is sooner terminated, or the Plan is otherwise terminated, as provided in the Plan. |
7. | Grant of Option. |
(a) | On the Enrollment Date of each Participation Period applicable to a Participant, the Participant shall be granted an option to purchase on each Purchase Date of such Participation Period at the applicable Purchase Price up to the number of shares of Common Stock determined by dividing the sum of the Participant’s payroll deductions/contributions accumulated on or prior to such Purchase Date and retained in the Participant’s account, by the applicable Purchase Price; provided, however, that in no event shall a Participant be permitted to purchase on any Purchase Date more than 2,000 shares of Common Stock (subject to adjustment pursuant to Section 18(a)), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 8(b) hereof. The Board may, in its absolute discretion, for future Participation Periods increase or decrease the maximum number of shares of Common Stock a Participant may purchase on a Purchase Date. Exercise of an option shall occur as provided in Section 8, unless the Participant is automatically withdrawn and reenrolled as provided in Section 7(b) hereof, the Participant’s participation in the Plan is terminated, or the Plan is otherwise terminated, as provided in the Plan, or the option is otherwise sooner terminated as provided in the Plan. |
(b) | To the extent permitted by any applicable laws, regulations, or stock exchange rules, if the Fair Market Value of the Common Stock on the Trading Day immediately preceding the Enrollment Date for a Participation Period is lower than the Fair Market Value of the Common Stock on the Enrollment Date for the immediately preceding Participation Period, then all Participants in the immediately preceding Participation Period shall automatically be withdrawn from the immediately preceding Participation Period at 11:59 p.m. on the first Purchase Date of such Participation Period (after the exercise of their options on such date) and re-enrolled in the next succeeding Participation Period effective as of 12:01 a.m. on the Enrollment Date of the next succeeding Participation Period. |
8. | Exercise of Option. |
(a) | Unless a Participant’s participation in the Plan is sooner terminated (including as provided in Section 7(b)), or the Plan is sooner terminated, or the option is otherwise sooner terminated, all as provided in the Plan, the Participant’s option shall be exercised automatically on each Purchase Date for the Participation Period applicable to the Participant, and the maximum number of full shares subject to the option (as limited by Section 3(b), 7(a) and/or 8(b)) shall be purchased for the Participant at the applicable Purchase Price with the accumulated payroll deductions/ contributions. No fractional shares shall be purchased. If the balance in a Participant’s account after the purchase is made is not sufficient to purchase a full share at the applicable Purchase Price, the balance shall be retained in the Participant’s account until the next Purchase Date, subject to earlier termination of the Participant’s participation in the Plan, or earlier termination of the option or Plan, as provided in the Plan. If the maximum number of full shares that the Participant is eligible to purchase is limited by Section 3(b), 7(a) or 8(b) such that a balance greater than the amount needed to purchase a full share at the applicable Purchase Price remains in the Participant’s account after the purchase is made on the second Purchase Date of a Participation Period, the entire balance will be refunded to the Participant. If a Participant is automatically withdrawn and reenrolled pursuant to Section 8(b) and at that time a balance greater than the amount needed to purchase a full share at the applicable Purchase Price remains in the Participant’s account, the entire balance will be refunded to the Participant. |
(b) | If the Board determines that on a given Purchase Date the number of shares with respect to which options are to be exercised exceeds the number of shares of Common Stock available for sale under the Plan as of such Purchase Date, the Board may, in its sole discretion, provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such Purchase Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable among all Participants. With respect to any payroll deductions/contributions accumulated in a Participant’s account that are not used to purchase shares of Common Stock in a Participation Period pursuant to the preceding sentence, the Board shall direct the refund of such payroll deductions/ contributions to the Participant. In the event the Board, in its sole discretion, determines that it shall not seek authorization from the Company’s stockholders for additional shares for issuance under the Plan with respect to a subsequent Participation Period, the Plan shall automatically terminate. |
(c) | All rights to purchase Common Stock offered on a Purchase Date must be exercised within five (5) years of such Purchase Date. |
9. | Delivery. |
(a) | As promptly as practicable after each Purchase Date, the Company shall arrange the delivery, electronically or otherwise, to accounts in the Participants’ names at a brokerage company selected by the Company of the shares purchased upon exercise of options. |
(b) | A Participant may withdraw his or her shares of Common Stock credited to his or her brokerage account at any time (subject to reasonable costs, which are the responsibility of the Participant). For Participants in the Section 423(b) Component, any stock certificate distributed to a Participant may contain a legend requiring notification to the Company of any transfer or sale of the shares of Common Stock prior to the date two years after the beginning date of a Participation Period pursuant to which the shares were purchased. |
10. | Withdrawal. |
(a) | A Participant may withdraw all, but not less than all, of the payroll deductions/contributions at any time prior to the Purchase Date for a Participation Period by giving written notice to the Company in a form provided by the Company. Such payroll deductions/contributions shall be paid to the Participant promptly after receipt of the Participant’s notice of withdrawal. The Participant’s option for such Participation Period shall automatically terminate, and no further payroll deductions/contributions for the purchase of shares by such Participant shall be made during such Participation Period. If a Participant withdraws from a Participation Period, other than as provided in Section 7(b) hereof, payroll deductions/contributions for the Participant’s account shall not resume at the beginning of the next succeeding Participation Period unless the Participant timely delivers to the Company a new subscription agreement. |
(b) | A Participant’s withdrawal from a Participation Period shall not have any effect upon the Participant’s eligibility to participate in any similar plan that may thereafter be adopted by an Employer or in any succeeding Participation Period that begins after the Participation Period from which the Participant withdraws. |
11. | Termination of Employment. Upon a Participant’s ceasing to be an Employee for any reason during a Participation Period, the Participant shall be deemed to have withdrawn from the Plan as of the effective date of his or her termination of employment, his or her option(s) shall be terminated automatically, and the payroll deductions/contributions credited to the Participant’s account under the Plan during the Participation Period but not yet used to exercise the Participant’s option(s) shall be refunded to the Participant. |
12. | Interest. Interest shall not accrue on the payroll deductions/contributions of a Participant in the Plan. |
13. | Stock. |
(a) | Subject to adjustment pursuant to Section 18(a), the maximum number of shares of the Common Stock authorized for issuance under the Plan is seven million (7,000,000) shares. Such shares shall be made available from Common Stock currently authorized but unissued. |
(b) | Participants shall have no interest or voting rights in shares covered by options until such options have been exercised. |
14. | Administration. |
(a) | The Plan shall be administered by the Board. The Board shall have the authority and power to administer the Plan and to make, adopt, construe and enforce rules and regulations not inconsistent with the provisions of the Plan. The Board shall adopt and prescribe the contents of all forms required in connection with the administration of the Plan, including, but not limited to, the subscription agreement, payroll withholding authorizations, withdrawal documents and all other notices required hereunder. The Board shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility, including which entities shall be Designated Subsidiaries, Section 423(b) Employers or Non-Section 423(b) Employers, and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Board shall, to the full extent permitted by law, be final and binding upon all parties. |
(b) | Notwithstanding the foregoing, the Board may delegate, by resolutions adopted prior to or after the effective date of the Plan, any or all of its authority and responsibilities hereunder to such individual(s) or committee (which may be comprised of Employees, members of the Board, or a combination thereof) as the Board shall designate, to the extent such delegation is permitted by applicable law, the articles and bylaws of the Company and the applicable stock exchange or national market system rules. In the event of such delegation, all references herein to the Board shall, to the extent applicable, be deemed to refer to and include such individual(s) or committee. |
15. | Transferability. No payroll deductions/contributions credited to a Participant’s account under the Plan and no rights with regard to the exercise of an option under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way by the Participant (other than by will or the laws of descent and distribution). Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw from the Plan in accordance with Section 10 hereof. |
16. | Use of Funds. Payroll deductions/contributions received or held by an Employer under the Plan may be used by such Employer for any corporate purpose. The Employer shall not be obligated to segregate such payroll deductions/contributions, except to the extent such segregation is required by the laws of a jurisdiction applicable to the Employer. |
17. | Reports. Individual accounts shall be maintained for each Participant in the Plan. Statements of account will be made available to Participants following each Purchase Date, which statements shall set forth the total amount used from the Participant’s account to purchase Common Stock, the Purchase Price, the number of shares purchased, and the remaining cash balance, if any, in the Participant’s account. |
18. | Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale. |
(a) | Subject to any required action by the stockholders of the Company, the Reserves, the maximum number of shares each Participant may purchase on a Purchase Date, and the price per share and the number of shares of Common Stock covered by each outstanding option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company. The conversion of convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustments shall be made by the Board, whose determination shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option. |
(b) | In the event of the proposed dissolution or liquidation of the Company, the Participation Periods then in progress shall be shortened by setting one new Purchase Date for both Participation Periods (the “New Purchase Date”), which shall be prior to the Date of the Company’s proposed dissolution or liquidation |
(c) | In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, outstanding options shall be assumed or equivalent options substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the options, the Participation Periods then in progress shall be shortened by setting one New Purchase Date. The New Purchase Date shall be prior to the date of the Company’s proposed sale or merger. The Plan shall terminate immediately after the New Purchase Date and prior to the consummation of such proposed sale or merger, unless provided otherwise by the Board. The Board shall notify each Participant in writing at least 10 business days prior to the New Purchase Date that the Purchase Date(s) for the Participant’s option has/have been changed to the New Purchase Date and that the Participant’s option shall be exercised automatically on the New Purchase Date, unless prior to such date the Participant’s participation in the Plan is terminated as provided in the Plan. |
19. | Amendment or Termination. |
(a) | The Board may at any time and for any reason amend the Plan without the consent of stockholders or Participants, except that any such action shall be subject to the approval of the Company’s stockholders at or before the next annual meeting of stockholders for which the record date is set after such Board action if such stockholder approval is required by any federal, national or state law or regulation of the United States or applicable foreign jurisdiction or the rules of any stock exchange or automated quotation system on which the Common Stock may then be listed or quoted, and the Board may otherwise in its discretion determine to submit other such changes to the Plan to stockholders for approval; provided, however, that no such action may, without the consent of an affected Participant, materially impair the rights of such Participant with respect to any shares of Common Stock theretofore purchased by him or her under the Plan. |
(b) | Without stockholder consent and without regard to whether any Participant rights may be considered to have been adversely affected, the Board shall be entitled to designate or un-designate entities as Designated Subsidiaries, Section 423(b) Employers or Non-Section 423(b) Employers, change the Participation Periods, limit the frequency and/or number of changes permitted in the amount withheld or contributed during a Participation Period, establish the exchange ratio applicable to amounts withheld or contributed in a currency other than U. S. Dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Employer’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond to amounts withheld from the Participant’s Compensation, and establish such other limitations and procedures that the Board determines in its sole discretion advisable and that are consistent with the Plan and the Code. |
(c) | If the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequences, including, but not limited to: |
(i) | Increasing the Purchase Price for any Participation Period, including a Participation Period underway at the time of the change in Purchase Price; |
(ii) | Shortening any Participation Period so that the Participation Period ends on a new Purchase Date, including a Participation Period underway at the time of the Board action; and/or |
(iii) | Allocating shares. |
(d) | The Plan shall continue in effect unless terminated pursuant to action by the Board, which shall have the right to terminate the Plan at any time without prior notice to any Participant and without liability to any Participant. Upon the termination of the Plan, the balance, if any, then standing to the credit of each Participant in his or her Plan account shall be paid to the Participant and shares of Common Stock theretofore purchased for the Participant under the Plan shall continue to be handled in the manner provided in Section 9. |
20. | Section 423(b) Component. Notwithstanding anything in the Plan to the contrary, for purposes of the Section 423(b) Component, the Board, in its sole discretion, may vary the terms and conditions of separate offerings within the Section 423(b) Component by adopting administrative rules and procedures applicable to such Section 423(b) offering, regarding, without limitation, eligibility of an Employee or group of Employees to participate, the definition of Compensation, handling of payroll deductions, making of contributions to the Plan (including, without limitation, in forms other than payroll deductions), the exchange ratio applicable to amounts withheld or contributed in a currency other than U.S. Dollars, obligations to pay payroll and/or applicable withholding taxes, withholding procedures, and procedures for share issuances, in order to conform such terms to the requirements of a jurisdiction outside of the United States in which an eligible Employee is located, in accordance with the goals and objectives of the Plan, and in order to facilitate the operation of the Plan in such |
21. | Non-Section 423(b) Component. Notwithstanding anything in the Plan to the contrary, for purposes of the Non-Section 423(b) Component, the Board may, in its sole discretion, adopt administrative rules, procedures and sub-plans applicable to Non-Section 423(b) Employers which are outside the scope of Section 423 of the Code, regarding, without limitation, eligibility of an Employee or group of Employees to participate, the definition of Compensation, handling of payroll deductions, making of contributions to the Plan (including, without limitation, in forms other than payroll deductions), the exchange ratio applicable to amounts withheld or contributed in a currency other than U.S. Dollars, obligations to pay payroll and/or other applicable withholding taxes, withholding procedures, and procedures for share issuances, in order to conform such terms to the requirements of a jurisdiction outside of the United States in which an eligible Employee is located, in accordance with the goals and objective of the Plan, in order to facilitate the operation of the Plan in such jurisdictions and/or in order to exclude Employees who are located in a specific jurisdiction as may be determined advisable by the Board. For purposes of clarity, the terms and conditions contained herein that are subject to variation for each Non-Section 423(b) Employer shall be documented in writing and approved by the Board. |
22. | Administrative Costs. The Company will pay the expenses incurred in the administration of the Plan other than any fees or transfer, excise or similar taxes imposed on the transaction pursuant to which any shares of Common Stock are purchased. The Participant will pay any transaction fees or commissions on any sale of the shares of Common Stock and may also be charged the reasonable costs associated with issuing a stock certificate if one is requested by the Participant. |
23. | Tax Obligations. To the extent any (i) grant of an option to purchase Common Stock hereunder, (ii) purchase of Common Stock hereunder, or (iii) disposition of Common Stock purchased hereunder gives rise to any tax withholding obligation (including, without limitation, income tax, social insurance, payroll tax, payment on account or other withholding taxes imposed by any jurisdiction), the Board may implement appropriate procedures to ensure that such tax withholding obligations are met. Such procedures may include, without limitation, increased withholding from an Employee’s current compensation, cash payments to an Employer by an Employee, or a sale of a portion of the Common Stock purchased under the Plan, which sale may be required and initiated by the Company. Any such procedure, including offering choices among procedures, will be applied consistently with respect to all similarly situated Employees participating in the Plan (or in an offering under the Plan), except to the extent any procedure may not be permitted under the laws of the |
24. | Notices. All notices or other communications by a Participant to the Company in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. |
25. | Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and the delivery of such shares complies with all applicable provisions of law, domestic or foreign, including, without limitation, the Code, the United States Securities Act of 1933, as amended, the United States Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Common Stock may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. |
26. | Term of Plan. The Plan shall become effective on November 3, 2005, subject to and conditioned upon the stockholders of the Company approving the Plan at their annual meeting on such date. It shall continue in effect for a term of 15 years unless sooner terminated in accordance with its terms. |
27. | Severability of Provisions; Prevailing Law. The provisions of the Plan shall be deemed severable. If any such provision is determined to be unlawful or unenforceable by a court of competent jurisdiction or by reason of a change in an applicable statute, the Plan shall continue to exist as though such provision had never been included therein (or, in the case of a change in an applicable statute, had been deleted as of the date of such change). The Plan shall be governed by the laws of the State of North Carolina, to the extent such laws are not in conflict with, or superseded by, United States federal law. All times stated in the Plan shall refer to the time in Durham, North Carolina, USA. |
28. | Authorization to Release Necessary Personal Information. |
(a) | As a condition of participating in the Plan, each Employee hereby authorizes and directs Employee’s employer to collect, use and transfer in electronic or other form, any personal information (the “Data”) regarding Employee’s employment, the nature and amount of Employee’s compensation and the fact and conditions of Employee’s participation in the Plan (including, but not limited to, Employee’s name, home address, telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of shares of Common Stock held and the details of all options or any other entitlement to shares of Common Stock awarded, cancelled, exercised or outstanding) for the purpose of implementing, administering and managing Employee’s participation in the Plan. Employee understands that the Data may be transferred to the Company or any of its Subsidiaries, or to any third parties assisting in the implementation, administration and management of the Plan, including any requisite transfer to a broker or other third party assisting with the exercise of options under the Plan or with whom shares of Common Stock acquired upon exercise of this option or cash from the sale of such shares may be deposited. Employee acknowledges that recipients of the Data may be located in different countries, and those countries may have data privacy laws and protections different from those in the country of Employee’s residence. Furthermore, Employee acknowledges and understands that the transfer of the Data to the Company or any of its Subsidiaries, or to any third parties is necessary for Employee’s participation in the Plan. |
(b) | Employee may at any time withdraw the consents herein, by contacting Employee’s local human resources representative in writing. Employee further acknowledges that withdrawal of consent may affect Employee’s ability to exercise or realize benefits from the option and Employee’s ability to participate in the Plan. |
CREE, INC. 4600 SILICON DRIVE DURHAM, NC | VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. | ||
VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to CREE, INC. c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | |||
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | |||
KEEP THIS PORTION FOR YOUR RECORDS | |||
DETACH AND RETURN THIS PORTION ONLY | |||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
CREE, INC. The Board of Directors recommends that you vote FOR the following: Vote on Directors | For All | Withhold All | For All Except | |||||||||||||||||
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. | ||||||||||||||||||||
1. ELECTION OF DIRECTORS Nominees: 01) Charles M. Swoboda 02) Clyde R. Hosein 03) Robert A. Ingram 04) | 05) C. Howard Nye 06) 07) | ¨ | ¨ | ¨ | ||||||||||||||||
The Board of Directors recommends you vote FOR Vote on Proposals 2. APPROVAL OF AMENDMENT TO THE | For ¨ | Against ¨ | Abstain ¨ | |||||||||||||||||
3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE | ¨ | ¨ | ¨ | |||||||||||||||||
4. ADVISORY (NONBINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION. | ¨ | ¨ | ¨ | |||||||||||||||||
1 year | 2 years | 3 years | Abstain | |||||||||||||||||
5. ADVISORY (NONBINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | ¨ | ¨ | ¨ | ¨ | ||||||||||||||||
The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned Shareholder(s). If no direction is made, this proxy will be voted FOR items 1, 2, 3 and | ||||||||||||||||||||
For address changes, please check this box and write the changes on the back where indicated. | ¨ | |||||||||||||||||||
Please indicate if you plan to attend this meeting. | ¨ | ¨ | ||||||||||||||||||
Yes | No | |||||||||||||||||||
Please sign your name exactly as it appears on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | ||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS | |||||||
ANNUAL MEETING OF SHAREHOLDERS OCTOBER | |||||||
The undersigned hereby appoints Charles M. Swoboda and Bradley D. Kohn, and each of them individually, as proxies and attorneys-in-fact of the undersigned, with full power of substitution, to represent the undersigned and to vote, in accordance with the directions in this proxy, all of the shares of stock of Cree, Inc. that the undersigned is entitled to vote at the | |||||||
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS, FOR PROPOSALS 2, 3 AND 4, AND FOR | |||||||
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE | |||||||
Address Changes: | |||||||
(If you noted any Address Changes above, please mark corresponding box on the reverse side.) | |||||||
CONTINUED AND TO BE SIGNED ON REVERSE SIDE |