Pay vs Performance Disclosure - USD ($)
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay Versus Performance
In August 2022, the SEC adopted additional disclosure requirements regarding the relationship between a registrant’s executive compensation and its financial performance.
The following table summarizes certain information regarding pay vs. performance for the period 2021-2025:
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VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: |
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YEAR
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SUMMARY COMPENSATION TABLE TOTAL FOR PEO
(1)
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COMPENSATION ACTUALLY PAID TO PEO
(1)(2)(3)
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AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs
(1)
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AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs
(1)(2)(3)
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TOTAL SHAREHOLDER RETURN
(4)
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PEER GROUP SHAREHOLDER RETURN
(4)
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NET INCOME (LOSS)
(In millions)
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ADJUSTED NET EARNINGS (LOSS)
(In millions)
(5)
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| 2025 |
$ | 10,335,059 | $ | 6,247,206 | $ | 2,750,459 | $ | 1,968,003 | 77.32 |
268.23 |
$ | (9.0 | ) | $ | (6.6 | ) | ||||||||||||||||
| 2024 |
5,451,180
|
3,383,652
|
2,093,601 |
1,121,407 |
88.05
|
186.98
|
(31.2 | ) | 65.7 |
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| 2023 |
4,773,050 |
4,871,457
|
3,546,063 |
3,647,863
|
122.20
|
155.35
|
323.8 |
342.2 |
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| 2022 |
6,817,811 |
6,840,363
|
3,790,780 |
3,817,519
|
108.17
|
93.02
|
428.8 |
454.2 |
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| 2021 |
8,388,523 |
8,059,915 |
3,224,127 |
3,050,308 |
107.46 | 142.85 |
298.0 |
337.3 |
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| (1) |
For the years 2021-2022, the principal executive officer was our Chief Executive Officer, who was Dr. Gerald Paul during such years, and the non-PEO NEOs for each year were Marc Zandman, Lori Lipcaman, Johan Vandoorn, and Clarence Tse. For 2023, the principal executive officer was our Chief Executive Officer, Joel Smejkal, and the non-PEO NEOs for 2023 were Marc Zandman, Jeff Webster, Lori Lipcaman, and Roy Shoshani. For 2024, the principal executive officer was our Chief Executive Officer, Joel Smejkal, and the non-PEO NEOs for 2024 were Marc Zandman, Jeff Webster, David McConnell, Roy Shoshani, and Lori Lipcaman. For 2025, the principal executive officer was our Chief Executive Officer, Joel Smejkal, and the non-PEO NEOs for 2025 were Marc Zandman, Jeff Webster, David McConnell, Roy Shoshani, and Peter Henrici. | |
| (2) |
The reconciliation of Summary Compensation Table amounts to the compensation actually paid presented above is summarized in the following table:
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| 2025 |
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PEO | AVERAGE NON-PEO NEOs |
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| Total Per Summary Compensation Table |
$ | 10,335,059 | $ | 2,750,459 | ||||
| Stock Compensation Per Summary Compensation Table |
(8,245,820 | ) | (1,202,198 | ) | ||||
| Stock Compensation Adjustments |
4,157,967 |
591,076 |
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| Change in Pension Value Per Summary Compensation Table |
– |
(171,334 | ) | |||||
| Pension Service Costs |
– |
– |
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| Compensation Actually Paid |
$ | 6,247,206 | $ | 1,968,003 | ||||
| (3) | "Compensation actually paid" is computed based on guidance in the SEC rules, and adjusts stock compensation as presented in the Summary Compensation Table
(which is at grant date fair value) for changes in fair value since the grant date until the vesting date, and adjusts changes in pension value to reflect service costs. |
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| (4) |
Both total shareholder return ("TSR") and peer group TSR are determined in the same manner, calculated as the sum of cumulative dividends (assuming
dividend reinvestment) and the cumulative increase or decrease in the stock price/stock index each respective year, divided by the stock price/stock index at December 31, 2020. Peer group TSR is based on the Philadelphia Semiconductor
Index, which the Company utilizes as a peer group in its stock performance graph presented in Item 5 of its annual report on Form 10-K. |
|
| (5) |
The “Company selected measure” is “Adjusted Net Earnings.” "Adjusted Net
Earnings" is described and calculated under the heading "Performance Measures and Metrics," beginning on page 33. For several years, this measure was clearly the most important measure when evaluating pay versus performance. All
current non-equity incentive compensation metrics generally move in tandem with "Adjusted Net Earnings". In the future, we may determine that another measure is the most important financial performance measure.
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| (1) |
For the years 2021-2022, the principal executive officer was our Chief Executive Officer, who was Dr. Gerald Paul during such years, and the non-PEO NEOs for each year were Marc Zandman, Lori Lipcaman, Johan Vandoorn, and Clarence Tse. For 2023, the principal executive officer was our Chief Executive Officer, Joel Smejkal, and the non-PEO NEOs for 2023 were Marc Zandman, Jeff Webster, Lori Lipcaman, and Roy Shoshani. For 2024, the principal executive officer was our Chief Executive Officer, Joel Smejkal, and the non-PEO NEOs for 2024 were Marc Zandman, Jeff Webster, David McConnell, Roy Shoshani, and Lori Lipcaman. For 2025, the principal executive officer was our Chief Executive Officer, Joel Smejkal, and the non-PEO NEOs for 2025 were Marc Zandman, Jeff Webster, David McConnell, Roy Shoshani, and Peter Henrici. | |
| (4) |
Both total shareholder return ("TSR") and peer group TSR are determined in the same manner, calculated as the sum of cumulative dividends (assuming
dividend reinvestment) and the cumulative increase or decrease in the stock price/stock index each respective year, divided by the stock price/stock index at December 31, 2020. Peer group TSR is based on the Philadelphia Semiconductor
Index, which the Company utilizes as a peer group in its stock performance graph presented in Item 5 of its annual report on Form 10-K. |
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| (2) |
The reconciliation of Summary Compensation Table amounts to the compensation actually paid presented above is summarized in the following table:
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| 2025 |
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|
|
PEO | AVERAGE NON-PEO NEOs |
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| Total Per Summary Compensation Table |
$ | 10,335,059 | $ | 2,750,459 | ||||
| Stock Compensation Per Summary Compensation Table |
(8,245,820 | ) | (1,202,198 | ) | ||||
| Stock Compensation Adjustments |
4,157,967 |
591,076 |
||||||
| Change in Pension Value Per Summary Compensation Table |
– |
(171,334 | ) | |||||
| Pension Service Costs |
– |
– |
||||||
| Compensation Actually Paid |
$ | 6,247,206 | $ | 1,968,003 | ||||
| (3) | "Compensation actually paid" is computed based on guidance in the SEC rules, and adjusts stock compensation as presented in the Summary Compensation Table
(which is at grant date fair value) for changes in fair value since the grant date until the vesting date, and adjusts changes in pension value to reflect service costs. |
|
| (2) |
The reconciliation of Summary Compensation Table amounts to the compensation actually paid presented above is summarized in the following table:
|
|
| 2025 |
||||||||
|
|
PEO | AVERAGE NON-PEO NEOs |
||||||
| Total Per Summary Compensation Table |
$ | 10,335,059 | $ | 2,750,459 | ||||
| Stock Compensation Per Summary Compensation Table |
(8,245,820 | ) | (1,202,198 | ) | ||||
| Stock Compensation Adjustments |
4,157,967 |
591,076 |
||||||
| Change in Pension Value Per Summary Compensation Table |
– |
(171,334 | ) | |||||
| Pension Service Costs |
– |
– |
||||||
| Compensation Actually Paid |
$ | 6,247,206 | $ | 1,968,003 | ||||
| (3) | "Compensation actually paid" is computed based on guidance in the SEC rules, and adjusts stock compensation as presented in the Summary Compensation Table
(which is at grant date fair value) for changes in fair value since the grant date until the vesting date, and adjusts changes in pension value to reflect service costs. |
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The charts below show, for the past five years, the relationship of the Company’s TSR relative to its peers as well as the relationship between the CEO and non-CEO “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s
net income; and (iii) the Company’s Adjusted Net Earnings.
The charts below show, for the past five years, the relationship of the Company’s TSR relative to its peers as well as the relationship between the CEO and non-CEO “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s
net income; and (iii) the Company’s Adjusted Net Earnings.
The charts below show, for the past five years, the relationship of the Company’s TSR relative to its peers as well as the relationship between the CEO and non-CEO “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s
net income; and (iii) the Company’s Adjusted Net Earnings.
The charts below show, for the past five years, the relationship of the Company’s TSR relative to its peers as well as the relationship between the CEO and non-CEO “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s
net income; and (iii) the Company’s Adjusted Net Earnings.
The following represent the most important financial performance measures we used to link compensation actually paid for 2025 to our
performance, as further described in the Compensation Discussion and Analysis section of this proxy statement:
| • | adjusted net earnings; |
| • | adjusted gross profit margin; |
| • | adjusted EBITDA margin;
and |
| • | rTSR. |