Pay vs Performance Disclosure - USD ($) | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Pay vs Performance Disclosure | | | | |
Pay vs Performance Disclosure, Table | Pay Versus Performance Table In accordance with the requirements of Item 402(v) of Regulation S-K, the following table sets forth required information concerning the compensation of our named executive officers for each of the fiscal years ended December 31, 2020, 2021, 2022, and 2023, and our financial performance for each such fiscal year: Value of Initial Fixed $100 Investment Based on: Year Summary Compensation Table Total for PEO (1) Compensation Actually Paid to PEO (2)(3) Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1) Average Compensation Actually Paid to Non-PEO Named Executive Officers (3)(4) Total Shareholder Return ($) (5) Peer Group Total Shareholder Return ($) (5) Net Loss ($M) (6) Company Selected Measure: Revenue ($M) (7) Supplemental Measure: Adjusted EBITDA ($M) (8) 2023 7,183,731 1,642,533 3,787,569 1,445,449 348.14 238.72 ( 43.4 ) 307.5 21.8 2022 5,029,246 10,814,310 2,337,141 4,653,650 422.20 142.94 ( 24.3 ) 257.8 28.9 2021 5,909,698 19,315,371 2,622,014 9,474,437 343.00 219.51 ( 51.3 ) 190.3 9.1 2020 3,223,537 8,584,821 3,112,216 5,064,383 161.91 153.66 ( 51.9 ) 138.9 ( 11.5 ) (1) Our principal executive officer (“PEO”) in all reporting years is Chris Diorio, Ph.D. Our non-PEO named executive officers (“Non-PEO NEOs”) for the 2023 reporting year are Cary Baker, Jeffrey Dossett, Hussein Mecklai and Cathal Phelan. Our Non-PEO NEOs for the 2022 reporting year are Cary Baker, Jeffrey Dossett and Hussein Mecklai. Our Non-PEO NEOs for the 2021 and 2020 reporting years are Cary Baker and Jeffrey Dossett. (2) CAP does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of SCT total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below: Adjustments to Determine PEO Compensation Actually Paid 2023 2022 2021 2020 Summary Compensation Table Total for PEO ($) 7,183,731 5,029,246 5,909,698 3,223,537 Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) 6,364,870 4,617,789 5,460,661 2,821,209 Plus Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year 3,568,455 9,045,148 10,187,649 5,327,696 Plus Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ( 2,682,482 ) 3,847,161 6,657,732 2,206,686 Plus Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ( 62,301 ) 2,489,456 ) 2,020,953 648,111 Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year - - - - Plus Value of Dividends or Other Earnings Paid on Equity Awards Prior to the Vesting Date That Are Not Otherwise Reflected in Total Compensation - - - - Compensation Actually Paid to PEO ($) 1,642,533 10,814,310 19,315,371 8,584,821 (3) The fair value of stock options reported for CAP purposes is estimated using a Black-Scholes option pricing model for the purposes of this PVP calculation in accordance with the SEC rules. We estimate the fair value of options using the Black-Scholes option-pricing model with the following assumptions for the periods presented: Grant Year 2023 2022 2021 2020 Volatility 68.3 - 78.41 % 66.64 - 77.33 % 67.05 - 80.73 % 67.70 - 82.33 % Grant Year 2023 2022 2021 2020 Expected life in years 3.04 - 3.78 years 2.98 - 4.29 years 3.10 - 4.94 years 3.04 - 5.66 years Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % Risk-free rate 3.54 - 5.44 % 1.00 - 4.57 % 0.06 - 1.44 % 0.016 - 1.64 % (4) This figure is the average of compensation actually paid for the Non-PEO NEOs in each covered year. CAP does not mean that these Non-PEO NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of SCT total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below: Adjustments to Determine Average Non-PEO NEO 2023 2022 2021 2020 Average Summary Compensation Table Total for Non-PEO NEOs ($) 3,787,569 2,337,141 2,622,014 3,112,216 Minus Non-PEO NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) 3,250,029 1,977,919 2,260,819 2,720,499 Plus Non-PEO NEO Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year 1,916,487 3,605,709 4,384,115 4,003,190 Plus Non-PEO NEO Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ( 809,715 ) 1,795,035 3,474,821 647,170 Plus Non-PEO NEO Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ( 198,863 ) ( 1,106,316 ) 1,254,306 22,306 Minus Non-PEO NEO Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year - - - - Plus Non-PEO NEO Average Value of Dividends or Other Earnings Paid on Equity Awards Prior to the Vesting Date That Are Not Otherwise Reflected in Total Compensation - - - - Average Compensation Actually Paid to Non-PEO NEOs ($) 1,445,449 4,653,650 9,474,437 5,064,383 (5) TSR is determined based on the value of an initial fixed investment of $100 in our common stock on December 31, 2019, assuming the reinvestment of any dividends. The peer group is made up of the PHLX Semiconductor Sector Index, which is the peer group we used for the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. (6) The dollar amounts reported represent our net loss as reflected in our audited financial statements. (7) The dollar amounts reported represent our revenue as reflected in our audited financial statements. (8) Adjusted EBITDA is a non-GAAP financial measure. For more information, see the section titled “Other Matters—Explanation of Non-GAAP Financial Measures” on page 64. | | | |
Company Selected Measure Name | Revenue | | | |
Named Executive Officers, Footnote | Our non-PEO named executive officers (“Non-PEO NEOs”) for the 2023 reporting year are Cary Baker, Jeffrey Dossett, Hussein Mecklai and Cathal Phelan. Our Non-PEO NEOs for the 2022 reporting year are Cary Baker, Jeffrey Dossett and Hussein Mecklai. Our Non-PEO NEOs for the 2021 and 2020 reporting years are Cary Baker and Jeffrey Dossett. | | | |
Peer Group Issuers, Footnote | TSR is determined based on the value of an initial fixed investment of $100 in our common stock on December 31, 2019, assuming the reinvestment of any dividends. The peer group is made up of the PHLX Semiconductor Sector Index, which is the peer group we used for the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. | | | |
PEO Total Compensation Amount | $ 7,183,731 | $ 5,029,246 | $ 5,909,698 | $ 3,223,537 |
PEO Actually Paid Compensation Amount | $ 1,642,533 | 10,814,310 | 19,315,371 | 8,584,821 |
Adjustment To PEO Compensation, Footnote | (2) CAP does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of SCT total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below: Adjustments to Determine PEO Compensation Actually Paid 2023 2022 2021 2020 Summary Compensation Table Total for PEO ($) 7,183,731 5,029,246 5,909,698 3,223,537 Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) 6,364,870 4,617,789 5,460,661 2,821,209 Plus Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year 3,568,455 9,045,148 10,187,649 5,327,696 Plus Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ( 2,682,482 ) 3,847,161 6,657,732 2,206,686 Plus Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ( 62,301 ) 2,489,456 ) 2,020,953 648,111 Minus Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year - - - - Plus Value of Dividends or Other Earnings Paid on Equity Awards Prior to the Vesting Date That Are Not Otherwise Reflected in Total Compensation - - - - Compensation Actually Paid to PEO ($) 1,642,533 10,814,310 19,315,371 8,584,821 | | | |
Non-PEO NEO Average Total Compensation Amount | $ 3,787,569 | 2,337,141 | 2,622,014 | 3,112,216 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,445,449 | 4,653,650 | 9,474,437 | 5,064,383 |
Adjustment to Non-PEO NEO Compensation Footnote | (4) This figure is the average of compensation actually paid for the Non-PEO NEOs in each covered year. CAP does not mean that these Non-PEO NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of SCT total compensation under the methodology prescribed under the SEC’s rules, as shown in the adjustment table below: Adjustments to Determine Average Non-PEO NEO 2023 2022 2021 2020 Average Summary Compensation Table Total for Non-PEO NEOs ($) 3,787,569 2,337,141 2,622,014 3,112,216 Minus Non-PEO NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table ($) 3,250,029 1,977,919 2,260,819 2,720,499 Plus Non-PEO NEO Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year 1,916,487 3,605,709 4,384,115 4,003,190 Plus Non-PEO NEO Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ( 809,715 ) 1,795,035 3,474,821 647,170 Plus Non-PEO NEO Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ( 198,863 ) ( 1,106,316 ) 1,254,306 22,306 Minus Non-PEO NEO Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year - - - - Plus Non-PEO NEO Average Value of Dividends or Other Earnings Paid on Equity Awards Prior to the Vesting Date That Are Not Otherwise Reflected in Total Compensation - - - - Average Compensation Actually Paid to Non-PEO NEOs ($) 1,445,449 4,653,650 9,474,437 5,064,383 | | | |
Compensation Actually Paid vs. Total Shareholder Return | The graph below reflects the relationship between (i) the PEO CAP and Average Non-PEO NEO CAP and (ii) our cumulated indexed TSR, assuming an initial $100 fixed investment on December 31, 2019, and (iii) the peer group which is made up of the PHLX Semiconductor Sector Index for the fiscal years ended December 31, 2020, 2021, 2022 and 2023: | | | |
Compensation Actually Paid vs. Net Income | The graph below reflects the relationship between (i) the PEO CAP and the Average Non-PEO NEO CAP and (ii) our net income (loss) for the applicable reporting year: | | | |
Compensation Actually Paid vs. Company Selected Measure | The graph below reflects the relationship between (i) the PEO CAP and the Average Non-PEO NEO CAP and (ii) our revenue for the applicable reporting year: | | | |
Total Shareholder Return Vs Peer Group | The graph below reflects the relationship between (i) the PEO CAP and Average Non-PEO NEO CAP and (ii) our cumulated indexed TSR, assuming an initial $100 fixed investment on December 31, 2019, and (iii) the peer group which is made up of the PHLX Semiconductor Sector Index for the fiscal years ended December 31, 2020, 2021, 2022 and 2023: | | | |
Tabular List, Table | List of Most Important Company Performance Measures for Determining NEO Compensation The following is a list of performance measures (including the company-selected measure identified above), which in our assessment represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for 2023: Most Important Company Performance Measures for Determining NEO Compensation TSR Revenue Adjusted EBITDA* | | | |
Total Shareholder Return Amount | $ 348.14 | 422.2 | 343 | 161.91 |
Peer Group Total Shareholder Return Amount | 238.72 | 142.94 | 219.51 | 153.66 |
Net Income (Loss) | $ (43,400,000) | $ (24,300,000) | $ (51,300,000) | $ (51,900,000) |
Company Selected Measure Amount | 307,500,000 | 257,800,000 | 190,300,000 | 138,900,000 |
PEO Name | Chris Diorio, Ph.D. | | | |
The fair value of Volatility Mininimum | 68.30% | 66.64% | 67.05% | 67.70% |
The fair value of Expected life in years Minimum | 3 years 14 days | 2 years 11 months 23 days | 3 years 1 month 6 days | 3 years 14 days |
The fair value of Expected dividend yield | 0% | 0% | 0% | 0% |
The fair value of riskfree rate Minimum | 3.54% | 1% | 0.06% | 0.016% |
The fair value of Volatility Maximum | 78.41% | 77.33% | 80.73% | 82.33% |
The fair value of Expected life in years Maximum | 3 years 9 months 10 days | 4 years 3 months 14 days | 4 years 11 months 8 days | 5 years 7 months 28 days |
The fair value of riskfree rate Maximum | 5.44% | 4.57% | 1.44% | 1.64% |
Measure:: 1 | | | | |
Pay vs Performance Disclosure | | | | |
Name | TSR | | | |
Measure:: 2 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Revenue | | | |
Measure:: 3 | | | | |
Pay vs Performance Disclosure | | | | |
Compensation Actually Paid vs. Other Measure | The graph below reflects the relationship between (i) the PEO and the Average Non-PEO NEO CAP and (ii) our adjusted EBITDA for the applicable reporting year: | | | |
Other Performance Measure, Amount | 21,800,000 | 28,900,000 | 9,100,000 | (11,500,000) |
Name | Adjusted EBITDA* | | | |
Non-GAAP Measure Description | Adjusted EBITDA is a non-GAAP financial measure. For more information, see the section titled “Other Matters—Explanation of Non-GAAP Financial Measures” on page 64. | | | |
PEO | Grant Date Fair Value of Equity Awards | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | $ 6,364,870 | $ 4,617,789 | $ 5,460,661 | $ 2,821,209 |
PEO | Fair Value of Equity Awards Granted During Year That Remained Unvested | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 3,568,455 | 9,045,148 | 10,187,649 | 5,327,696 |
PEO | Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (2,682,482) | 3,847,161 | 6,657,732 | 2,206,686 |
PEO | Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (62,301) | (2,489,456) | 2,020,953 | 648,111 |
Non-PEO NEO | Grant Date Fair Value of Equity Awards | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 3,250,029 | 1,977,919 | 2,260,819 | 2,720,499 |
Non-PEO NEO | Fair Value of Equity Awards Granted During Year That Remained Unvested | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 1,916,487 | 3,605,709 | 4,384,115 | 4,003,190 |
Non-PEO NEO | Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (809,715) | 1,795,035 | 3,474,821 | 647,170 |
Non-PEO NEO | Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | $ (198,863) | $ (1,106,316) | $ 1,254,306 | $ 22,306 |