We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs. The amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. The tables in footnote (5) below set forth the adjustments from the Total Compensation for each NEO reported in the Summary Compensation Table above.
The following table sets forth additional compensation information of our Chief Executive Officer (CEO) and our non-CEO NEOs along with total shareholder return, net income and total revenue performance results for fiscal years presented:
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Value of Initial Fixed $100 |
|
|
|
Year (1) |
Summary |
Compensation |
Average |
Average |
Total |
Peer Group |
Net |
Total |
2025 |
$7,813,551 |
$6,491,709 |
$2,760,159 |
$4,036,382 |
$331.78 |
$268.22 |
$136,759 |
$1,005,263 |
2024 |
$6,961,766 |
$10,138,733 |
$1,443,013 |
$1,896,075 |
$350.34 |
$186.98 |
$201,670 |
$987,321 |
2023 |
$5,646,028 |
$21,220,183 |
$1,282,971 |
$2,783,035 |
$321.44 |
$155.35 |
$121,159 |
$815,868 |
2022 |
$5,313,301 |
$2,086,925 |
$1,129,974 |
$711,974 |
$143.16 |
$93.02 |
$223,334 |
$1,005,183 |
2021 |
$5,134,310 |
$13,985,674 |
$1,069,940 |
$2,149,621 |
$212.86 |
$142.85 |
$142,349 |
$788,899 |
(1) The CEO and NEOs included in the above compensation columns reflect the following:
Year |
CEO |
NEOs |
2025 |
Michael P. Plisinski |
Brian K. Roberts, Ramil Yaldaei, Ido Dolev, Shirley Chen, Mark Slicer |
2024 & 2023 |
Michael P. Plisinski |
Mark R. Slicer, Yoon Ah E. Oh, Srinivas Vedula, Ramil Yaldaei |
2022 |
Michael P. Plisinski |
Mark R. Slicer, James (Cody) Harlow, Robert Fiordalice, Yoon Ah E. Oh, Steven R. Roth |
2021 |
Michael P. Plisinski |
Steven R. Roth, Rollin Kocher, Kevin Heidrich, Robert A. Koch, Yoon Ah E. Oh |
(3) Company and Peer Group TSR reflects the Company’s peer group (PHLX Semiconductor Index) as reflected in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended January 3, 2026. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 2020.
“Compensation Actually Paid” to the CEO reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:
CEO |
2025 |
2024 |
2023 |
2022 |
2021 |
Total Reported in Summary Compensation |
$7,813,551 |
$6,961,766 |
$5,646,028 |
$5,313,301 |
$5,134,310 |
Less, Value of Stock & Option Awards |
($6,428,679) |
($5,303,695) |
($4,327,136) |
($3,977,905) |
($3,487,747) |
Less, Change in Pension Value and |
— |
— |
— |
— |
— |
Plus, Pension Service Cost and impact of |
— |
— |
— |
— |
— |
Plus, Year-End Value of Awards Granted in |
$7,148,484 |
$4,637,070 |
$10,231,429 |
$2,764,863 |
$6,761,134 |
Plus, Change in Fair Value of Prior Year |
($2,448,979) |
$2,143,426 |
$8,298,325 |
($2,584,704) |
$5,241,435 |
Plus, FMV of Awards Granted this Year |
— |
— |
— |
— |
— |
Plus, Change in Fair Value (from Prior |
$407,332 |
$1,700,166 |
$1,371,538 |
$571,370 |
$336,542 |
Less, Prior Year Fair Value of Prior Year |
— |
— |
— |
— |
— |
Total Adjustments |
($1,321,842) |
$3,176,967 |
$15,574,155 |
($3,226,376) |
$8,851,364 |
"Compensation Actually Paid" |
$6,491,709 |
$10,138,733 |
$21,220,183 |
$2,086,925 |
$13,985,674 |
The average “Compensation Actually Paid” to the NEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:
NEO Average |
2025 |
2024 |
2023 |
2022 |
2021 |
Total Reported in Summary Compensation |
$2,760,159 |
$1,443,013 |
$1,282,971 |
$1,129,974 |
$1,069,940 |
Less, Value of Stock & Option Awards |
($1,733,647) |
($756,739) |
($721,165) |
($577,372) |
($533,902) |
Less, Change in Pension Value and |
— |
— |
— |
— |
— |
Plus, Pension Service Cost and impact of |
— |
— |
— |
— |
— |
Plus, Year-End Value of Awards Granted in |
$3,016,194 |
$661,625 |
$1,508,382 |
$436,885 |
$879,706 |
Plus, Change in Fair Value of Prior Year |
($107,600) |
$274,604 |
$613,125 |
($143,057) |
$665,069 |
Plus, FMV of Awards Granted this Year |
$602,561 |
— |
— |
— |
— |
Plus, Change in Fair Value (from Prior |
($153,074) |
$273,572 |
$99,722 |
($134,457) |
$68,807 |
Less, Prior Year Fair Value of Prior Year |
($348,211) |
— |
— |
— |
— |
Total Adjustments |
$1,276,223 |
$453,062 |
$1,500,064 |
($418,000) |
$1,079,680 |
"Compensation Actually Paid" |
$4,036,382 |
$1,896,075 |
$2,783,035 |
$711,974 |
$2,149,621 |
(5) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (1) for RSU awards, closing price on applicable year-end dates or, in the case of vesting dates, the actual vesting price, (2) for TSR-based PSU awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) or, in the case of vesting date, the actual vesting price and probability of achievement. For the portion of “Compensation Actually Paid” that is based on year-end stock prices, the following prices were used: for 2025: $165.87 (3% decrease from the prior year) for 2024: $170.66 (11.6% increase from the prior year) for 2023: $152.90 (124.6% increase from prior year) for 2022: $68.09 (32.7% reduction from prior year) and, for 2021: $101.23 (110.8% increase from prior year).
The table below lists our most important performance measures used to link “Compensation Actually Paid” for our NEOs to Company performance, over the fiscal year ending January 3, 2026. Both Total Revenue and non-GAAP operating income factor into the annual cash incentive compensation paid to NEOs and Company TSR over two- and three-year measurement periods determine the ultimate value of PSUs awarded to NEOs. For a further discussion of how each of these financial measures relates to NEO compensation and for a reconciliation of the non-GAAP measure as compared to the GAAP measure reflected in our audited financial statements, see our “Compensation Discussion and Analysis” beginning on page 27 of this proxy statement. The performance measures included in this table are not ranked by relative importance.
Most Important Financial Measures |
Total Revenue |
Non-GAAP Operating Income (1) |
Total Shareholder Return |
The following chart graphically illustrates the relationship between Compensation Actually Paid to our CEO and the other NEOs, the Company’s TSR and the TSR of our Peer Group:
Compensation Actually Paid and Net Income
The following chart graphically illustrates the relationship between Compensation Actually Paid to our CEO and other NEOs and the Company’s Net Income:
Compensation Actually Paid and Total Revenue
The following chart graphically illustrates the relationship between Compensation Actually Paid to our CEO and other NEOs and the Company’s Total Revenue:
(2) In 2023, tranches of the TSR-based PSU awards from 2021 and 2020 vested. None of the NEOs, except for the CEO, was in his or her current role in 2020 or 2021 at the time the PSU awards were granted. Therefore no NEO, except for the CEO, received Common Stock from the vesting of PSU awards in 2023.
(4) The dollar amounts reported represent the amount of net income and total revenue reflected in our audited financial statements for each covered fiscal year.