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 | Value of Initial Fixed $100 Investment Based On: Summary Average Summary Average Peer Group Summary Compensation Compensation Compensation Compensation Total Total Net Compensation Compensation Table Total Actually Paid Table Total for Actually Paid to Shareholder Shareholder Income Revenue Fiscal Table Total Actually Paid for PEO 2 to PEO 2 non-PEO NEOs non-PEO NEOs Return Return ($M) ($M) Year for PEO 1 to PEO 1 (1) (2) (3) (4) (5) (6) (7) (8) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) 2023 $ — $ — $ 8,296,122 $ 11,221,436 $ 2,249,445 $ 2,881,406 $ 155 $ 150 $ 128 $ 1,656 2022 $ — $ — $ 7,484,931 $ 7,436,630 $ 2,199,394 $ 2,145,925 $ 122 $ 120 $ 200 $ 1,845 2021 $ 1,165,045 $ 834,768 $ 6,506,021 $ 5,147,912 $ 1,663,213 $ 1,170,255 $ 128 $ 147 $ 135 $ 1,456 2020 $ 5,794,389 $ 8,170,019 $ — $ — $ 1,874,680 $ 2,138,605 $ 136 $ 119 $ 135 $ 1,416 *PEO 1 Yuval Wasserman *PEO 2 Steve Kelley (1) The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Kelley (our President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table in each applicable year. (2) The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Kelley, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kelley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kelley’s total compensation for 2023 to determine the compensation actually paid: Reported Summary Compensation Reported Value of Equity Compensation Table Total for Equity Award Actually Paid to Year PEO 2 Awards (a) Adjustments (b) PEO 2 2023 $ 8,296,122 $ (6,140,792) $ 9,066,106 $ 11,221,436 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the total equity award adjustments for 2023 are as follows: Year over Year Change in Fair Year over Year Value of Equity Change in Fair Value Awards Granted Year End of Outstanding in Prior Years Total Equity Fair Value of and Unvested that Vested Award Year Equity Awards Equity Awards in the Year Adjustments 2023 $ 6,295,670 $ 2,605,025 $ 165,411 $ 9,066,106 (3) The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding Messrs. Wasserman and Kelley, as applicable) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Kelley) included for purposes of calculating the average amounts in 2023 are as follows: Paul Oldham, Eduardo Bernal Acebedo, Elizabeth Vonne, and John Donaghey. (4) The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Wasserman and Kelley, as applicable), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Wasserman and Kelley) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Kelley) for 2023 to determine the compensation actually paid, using the same methodology described above in footnote 1: Average Reported Summary Average Compensation Average Average Equity Compensation Table Total for Reported Value of Award Actually Paid to Year Non-PEO NEOs Equity Awards Adjustments (a) Non-PEO NEOs 2023 $ 2,249,445 $ (1,326,293) $ 1,958,253 $ 2,881,406 (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: Year over Year Average Fair Value Year over Year Average Change at the End of Average Change in Fair Value the Prior Year of Average in Fair Value of Equity Awards Equity Awards that Year End of Outstanding Granted in Failed to Meet Total Average Fair Value of and Unvested Prior Years that Vesting Conditions Equity Award Year Equity Awards Equity Awards Vested in the Year in the Year Adjustments 2023 $ 1,359,744 $ 406,980 $ 191,530 $ - $ 1,958,253 (5) Cumulative TSR is calculated by dividing the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Dow Jones US Electrical Computer & Equipment. (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (8) The dollar amounts reported represent the amount of revenue reflected in the Company’s audited financial statements for the applicable year. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. | | | |
Company Selected Measure Name | Revenue | | | |
Named Executive Officers, Footnote | (3) The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding Messrs. Wasserman and Kelley, as applicable) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Kelley) included for purposes of calculating the average amounts in 2023 are as follows: Paul Oldham, Eduardo Bernal Acebedo, Elizabeth Vonne, and John Donaghey. | | | |
Peer Group Issuers, Footnote | (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Dow Jones US Electrical Computer & Equipment. | | | |
Adjustment To PEO Compensation, Footnote | Value of Initial Fixed $100 Investment Based On: Summary Average Summary Average Peer Group Summary Compensation Compensation Compensation Compensation Total Total Net Compensation Compensation Table Total Actually Paid Table Total for Actually Paid to Shareholder Shareholder Income Revenue Fiscal Table Total Actually Paid for PEO 2 to PEO 2 non-PEO NEOs non-PEO NEOs Return Return ($M) ($M) Year for PEO 1 to PEO 1 (1) (2) (3) (4) (5) (6) (7) (8) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) 2023 $ — $ — $ 8,296,122 $ 11,221,436 $ 2,249,445 $ 2,881,406 $ 155 $ 150 $ 128 $ 1,656 2022 $ — $ — $ 7,484,931 $ 7,436,630 $ 2,199,394 $ 2,145,925 $ 122 $ 120 $ 200 $ 1,845 2021 $ 1,165,045 $ 834,768 $ 6,506,021 $ 5,147,912 $ 1,663,213 $ 1,170,255 $ 128 $ 147 $ 135 $ 1,456 2020 $ 5,794,389 $ 8,170,019 $ — $ — $ 1,874,680 $ 2,138,605 $ 136 $ 119 $ 135 $ 1,416 *PEO 1 Yuval Wasserman *PEO 2 Steve Kelley (1) The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Kelley (our President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table in each applicable year. (2) The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Kelley, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kelley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kelley’s total compensation for 2023 to determine the compensation actually paid: Reported Summary Compensation Reported Value of Equity Compensation Table Total for Equity Award Actually Paid to Year PEO 2 Awards (a) Adjustments (b) PEO 2 2023 $ 8,296,122 $ (6,140,792) $ 9,066,106 $ 11,221,436 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the total equity award adjustments for 2023 are as follows: Year over Year Change in Fair Year over Year Value of Equity Change in Fair Value Awards Granted Year End of Outstanding in Prior Years Total Equity Fair Value of and Unvested that Vested Award Year Equity Awards Equity Awards in the Year Adjustments 2023 $ 6,295,670 $ 2,605,025 $ 165,411 $ 9,066,106 | | | |
Non-PEO NEO Average Total Compensation Amount | $ 2,249,445 | $ 2,199,394 | $ 1,663,213 | $ 1,874,680 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 2,881,406 | 2,145,925 | 1,170,255 | 2,138,605 |
Adjustment to Non-PEO NEO Compensation Footnote | (4) The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Wasserman and Kelley, as applicable), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Wasserman and Kelley) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Kelley) for 2023 to determine the compensation actually paid, using the same methodology described above in footnote 1: Average Reported Summary Average Compensation Average Average Equity Compensation Table Total for Reported Value of Award Actually Paid to Year Non-PEO NEOs Equity Awards Adjustments (a) Non-PEO NEOs 2023 $ 2,249,445 $ (1,326,293) $ 1,958,253 $ 2,881,406 (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: Year over Year Average Fair Value Year over Year Average Change at the End of Average Change in Fair Value the Prior Year of Average in Fair Value of Equity Awards Equity Awards that Year End of Outstanding Granted in Failed to Meet Total Average Fair Value of and Unvested Prior Years that Vesting Conditions Equity Award Year Equity Awards Equity Awards Vested in the Year in the Year Adjustments 2023 $ 1,359,744 $ 406,980 $ 191,530 $ - $ 1,958,253 | | | |
Compensation Actually Paid vs. Total Shareholder Return | Compensation Actually Paid and Cumulative TSR The following graph illustrate the relationship between the amount of compensation actually paid to Mr. Kelley, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley), the Company’s total stockholder return, and the total stockholder return of the Dow Jones Electrical Components & Equipment Index over the four years presented in the table. We believe the “Compensation Actually Paid” in each of the years reported above and over the four-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our 2023 STI program and 2023 LTI Plans. | | | |
Compensation Actually Paid vs. Net Income | Compensation Actually Paid and Net Income The following graph illustrate the relationship between the amount of compensation actually paid to Mr. Kelley, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley) and the Company’s net income over the four years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure Non-GAAP Operating Income which the Company does use for setting goals in the Company’s short-term incentive compensation program. As described in more detail in the section “ Compensation Discussion and Analysis ,” the Company targets that approximately 18% of the value of total compensation awarded to the named executive officers consists of amounts determined under the Company short-term incentive compensation program. | | | |
Compensation Actually Paid vs. Company Selected Measure | Compensation Actually Paid and Revenue The following graph illustrates the relationship between the amount of compensation actually paid to Mr. Kelley, the average amount of compensation actually paid to the Company’s named executive officers as a group (excluding Mr. Kelley) and the Company’s revenue performance. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance. As described in more detail in the section “ Compensation Discussion and Analysis ,” the Company targets that approximately 18% of the value of total compensation awarded to the named executive officers consists of amounts determined under the Company short-term incentive compensation program and approximately 60% of the value of total compensation awarded to the named executive officers is to be comprised of equity awards, including restricted stock and stock options. | | | |
Tabular List, Table | Financial Performance Measures As described in greater detail in the section “ Compensation Discussion and Analysis ,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our named executive officers to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s named executive officers, for the most recently completed fiscal year, to the Company’s performance are as follows: ● Revenue ● Non-GAAP Operating Income ● Adjusted Cash Flow ● Non-GAAP Gross Margin Percentage ● Relative Total Shareholder Return | | | |
Total Shareholder Return Amount | $ 155 | 122 | 128 | 136 |
Peer Group Total Shareholder Return Amount | 150 | 120 | 147 | 119 |
Net Income (Loss) | $ 128,000,000 | $ 200,000,000 | $ 135,000,000 | $ 135,000,000 |
Company Selected Measure Amount | 1,656,000,000 | 1,845,000,000 | 1,456,000,000 | 1,416,000,000 |
Additional 402(v) Disclosure | Analysis of the Information Presented in the Pay Versus Performance Table As described in detail in the section “ Compensation Discussion and Analysis ,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. | | | |
Measure:: 1 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Revenue | | | |
Measure:: 2 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Non-GAAP Operating Income | | | |
Measure:: 3 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Adjusted Cash Flow | | | |
Measure:: 4 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Non-GAAP Gross Margin Percentage | | | |
Yuval Wasserman | | | | |
Pay vs Performance Disclosure | | | | |
PEO Total Compensation Amount | | | $ 1,165,045 | $ 5,794,389 |
PEO Actually Paid Compensation Amount | | | 834,768 | $ 8,170,019 |
PEO Name | Yuval Wasserman | | | |
Steve Kelley | | | | |
Pay vs Performance Disclosure | | | | |
PEO Total Compensation Amount | $ 8,296,122 | $ 7,484,931 | 6,506,021 | |
PEO Actually Paid Compensation Amount | $ 11,221,436 | $ 7,436,630 | $ 5,147,912 | |
PEO Name | Steve Kelley | | | |
PEO | Steve Kelley | Reported Value of Equity Awards | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | $ (6,140,792) | | | |
PEO | Steve Kelley | Equity Awards Adjustments | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 9,066,106 | | | |
PEO | Steve Kelley | Year End Fair Value of Equity Awards | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 6,295,670 | | | |
PEO | Steve Kelley | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 2,605,025 | | | |
PEO | Steve Kelley | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 165,411 | | | |
Non-PEO NEO | Reported Value of Equity Awards | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (1,326,293) | | | |
Non-PEO NEO | Equity Awards Adjustments | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 1,958,253 | | | |
Non-PEO NEO | Year End Fair Value of Equity Awards | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 1,359,744 | | | |
Non-PEO NEO | Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 406,980 | | | |
Non-PEO NEO | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | $ 191,530 | | | |