Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | MONOLITHIC POWER SYSTEMS, INC. |
Entity Central Index Key | 0001280452 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | The following Pay Versus Performance information presents the compensation of our NEOs disclosed in the Summary Compensation Table (“SCT”), as well as compensation actually paid (“CAP”) to our NEOs and certain performance measures prepared in accordance with Item 402(v) of SEC Regulations S-K. As discussed further below, the CAP amounts do not necessarily represent actual compensation earned or realized by our NEOs in a given year. The Compensation Committee did not consider the Pay Versus Performance information in making its compensation decisions for our NEOs. For additional information about our performance-based pay philosophy and how the Compensation Committee aligns executive compensation with our performance, refer to “Named Executive Officer Compensation Compensation Discussion and Analysis.” Value of Initial Fixed $100 Investment Based on: Year Summary Compensation Table Total for PEO ($)(1) Compensation Actually Paid to PEO ($)(2) Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) Average Compensation Actually Paid to Non-PEO NEOs ($)(2) TSR ($)(3) Peer Group TSR ($)(3) Net Income (in thousands) ($)(4) Company-Selected Measure: 90-Day Average Stock Price ($)(5) 2022 20,664,936 (66,596,378 ) 8,578,977 (18,412,649 ) 203.03 136.90 437,672 376.53 2021 20,254,831 114,053,034 7,227,671 35,989,415 281.12 213.35 242,023 504.76 2020 14,670,153 166,896,795 4,194,878 50,263,845 207.49 151.14 164,375 297.97 (1) For each of 2022, 2021 and 2020 (each, a “Covered Year”), Mr. Hsing served as our principal executive officer (“PEO”). For each Covered Year, our non-PEO NEOs were Mr. Blegen, Mr. Xiao, Mr. Sciammas and Ms. Tseng. | ||
PEO Total Compensation Amount | $ 20,664,936 | $ 20,254,831 | $ 14,670,153 |
PEO Actually Paid Compensation Amount | $ (66,596,378) | 114,053,034 | 166,896,795 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) The CAP amounts reflect the following adjustments to the SCT amounts for each Covered Year: FY 2022 FY 2021 FY 2020 Reconciliation of SCT amounts to CAP amounts (a) PEO ($) Average Non- PEO ($) Average Non- PEO ($) Average Non- Total SCT amounts 20,664,936 8,578,977 20,254,831 7,227,671 14,670,153 4,194,878 - “Stock Awards” amounts under the SCT (13,865,090 ) (5,061,001 ) (13,782,908 ) (3,880,508 ) (12,395,153 ) (3,189,878 ) + Fair value of awards granted in the Covered Year that are outstanding and unvested as of the end of the Covered Year 13,362,890 3,843,543 18,645,892 5,249,657 25,907,039 6,629,115 + Vesting date fair value of awards granted in the Covered Year and vested in the Covered Year - - - - - - +/- Year-over-year change in fair value of awards granted in prior years that are outstanding and unvested as of the end of the Covered Year (60,534,831 ) (19,793,194 ) 73,338,316 23,214,310 118,265,198 36,946,829 +/- Year-over-year change in fair value of awards granted in prior years that vested in the Covered Year (26,224,283 ) (7,053,985 ) 15,596,903 4,178,285 20,449,558 5,682,901 - Fair value of awards granted in prior years that failed to vest in the Covered Year - - - - - - + Value of dividends paid on awards in the Covered Year (b) - - - - - - + Excess fair value for award modifications (c) - 1,073,011 - - - - Total CAP amounts (66,596,378 ) (18,412,649 ) 114,053,034 35,989,415 166,896,795 50,263,845 (a) Our equity awards include PSUs with a purchase price condition, MSUs and MPSUs. The grant date fair value for these awards was determined using a Monte Carlo simulation model. Assumptions used in the grant date valuation are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022. For equity awards vested during the applicable Covered Year, the fair value was based on the closing stock price plus accumulated dividend equivalents at the vesting date. For outstanding equity awards for which the performance conditions have not been achieved, the year-end fair value was determined using a Monte Carlo simulation model. The increases or decreases in the year-end fair value were mainly driven by changes in our stock price. For outstanding awards for which all the performance conditions have been achieved but additional time-based service conditions are required, the year-end fair value was based on the closing stock price plus accumulated dividend equivalents. (b) We do not pay dividend equivalents prior to the vesting date of the underlying equity awards. Dividend equivalents accumulated during the vesting periods are reflected in the fair value of the awards. (c) The amount reflects the incremental fair value, if any, related to the October 2022 MSUs determined on the modification date. Refer to “Named Executive Officer Compensation - Compensation Discussion and Analysis” “Grants of Plan-Based Awards for the Year Ended December 31, 2022” (3) For purposes of this tabular disclosure, our peer group represents the PHLX Index, which we also disclose in 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, 2022. For each Covered Year, our TSR and our peer group’s TSR were calculated as the cumulative TSR from December 31, 2019 through the last day of the applicable Covered Year, assuming that $100 was invested on December 31, 2019. (4) The amounts represent GAAP net income. (5) In our assessment, the Company-Selected Measure is the 90-day average trading price of our Common Stock as of December 31 of each Covered Year, which represents the most important financial performance measure used by us to link CAP to our NEOs for 2022 to our performance. Refer to “Named Executive Officer Compensation Compensation Discussion and Analysis” | ||
Non-PEO NEO Average Total Compensation Amount | $ 8,578,977 | 7,227,671 | 4,194,878 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (18,412,649) | 35,989,415 | 50,263,845 |
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Relationship Between CAP and Performance Measures Because our executive compensation program is significantly comprised of performance-based equity awards, the primary determinants of the CAP amounts, as calculated under SEC rules, are our stock price, actual payouts from awards vested during the applicable Covered Year, and the number of unvested awards based on projected and actual performance achievement. As shown in the table above, the CAP amounts include year-end revaluations of equity awards granted in the applicable Covered Year, plus the year-over-year changes in the fair value of vested and outstanding equity awards granted in multiple historical years, all of which are heavily impacted by the performance of our stock price. Relationship Between CAP and TSR: The following chart compares the CAP amounts to the cumulative TSR since December 31, 2019, measured as of the last day of each Covered Year. | ||
Compensation Actually Paid vs. Net Income [Text Block] | Relationship Between CAP and Net Income: The following chart compares the CAP amounts to our net income for each Covered Year. Net income is not a direct performance measure in our executive compensation program. However, we use non-GAAP operating income as the performance measure in our short-term cash incentive plan. Net income and non-GAAP operating income metrics measure different levels of our profitability. The CAP amounts do not always correlate to our profitability because our executive compensation program is heavily weighted towards long-term equity awards, which could vary significantly in value with changes to our stock price. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Relationship Between CAP and Company-Selected Measure: The following chart compares the CAP amounts to the Company-Selected Measure for each Covered Year. | ||
Tabular List [Table Text Block] | Financial Performance Measures The following list includes the financial performance measures that, in our assessment, represent the most important financial performance measures used by us to link CAP to our NEOs for 2022 to our performance. These measures are not ranked. 1. 90-day average stock price 2. TSR relative to the PHLX Index 3. Non-GAAP operating income 4. Revenue | ||
Total Shareholder Return Amount | $ 203.03 | 281.12 | 207.49 |
Peer Group Total Shareholder Return Amount | 136.90 | 213.35 | 151.14 |
Net Income (Loss) | $ 437,672,000 | $ 242,023,000 | $ 164,375,000 |
Company Selected Measure Amount | 376.53 | 504.76 | 297.97 |
Adjustment to Compensation Amount | $ 0 | $ 0 | $ 0 |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | 90-day average stock price | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | TSR relative to the PHLX Index | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Non-GAAP operating income | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Revenue | ||
PEO “Stock Awards” amounts under the SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (13,865,090) | (13,782,908) | (12,395,153) |
NEO “Stock Awards” amounts under the SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (5,061,001) | (3,880,508) | (3,189,878) |
PEO Fair value of awards granted in the Covered Year that are outstanding and unvested as of the end of the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 13,362,890 | 18,645,892 | 25,907,039 |
NEO Fair value of awards granted in the Covered Year that are outstanding and unvested as of the end of the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,843,543 | 5,249,657 | 6,629,115 |
PEO Vesting date fair value of awards granted in the Covered Year and vested in the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
NEO Vesting date fair value of awards granted in the Covered Year and vested in the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO Year-over-year change in fair value of awards granted in prior years that are outstanding and unvested as of the end of the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (60,534,831) | 73,338,316 | 118,265,198 |
NEO Year-over-year change in fair value of awards granted in prior years that are outstanding and unvested as of the end of the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (19,793,194) | 23,214,310 | 36,946,829 |
PEO Year-over-year change in fair value of awards granted in prior years that vested in the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (26,224,283) | 15,596,903 | 20,449,558 |
NEO Year-over-year change in fair value of awards granted in prior years that vested in the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (7,053,985) | 4,178,285 | 5,682,901 |
PEO Value of dividends paid on awards in the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
NEO Value of dividends paid on awards in the Covered Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO Excess fair value for award modifications [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
NEO Excess fair value for award modifications [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 1,073,011 | $ 0 | $ 0 |