Filed by the Registrant
ý
|
||
Filed by a Party other than the Registrant
o
|
||
Check the appropriate box:
|
||
o
|
|
Preliminary Proxy Statement
|
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
ý
|
|
Definitive Proxy Statement
|
o
|
|
Definitive Additional Materials
|
o
|
|
Soliciting Material Pursuant to §240.14a-12
|
Micron Technology, Inc.
|
|||||
(Name of Registrant as Specified in Its Charter)
|
|||||
|
|||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|||||
Payment of Filing Fee (Check the appropriate box):
|
|||||
ý
|
|
No fee required.
|
|||
o
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|||
|
|
(1
|
)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2
|
)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3
|
)
|
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
|
(4
|
)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5
|
)
|
|
Total fee paid:
|
o
|
|
Fee paid previously with preliminary materials.
|
|||
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|||
|
|
(1
|
)
|
|
Amount Previously Paid:
|
|
|
(2
|
)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3
|
)
|
|
Filing Party:
|
|
|
(4
|
)
|
|
Date Filed:
|
•
|
Elevate Micron’s position as an industry leader
: As noted above, we have made good progress this year on technology and product innovation. We are investing in our future and are building partnerships across industry and academia to ensure we can create long-term, sustainable growth that serves as a launching pad for future industry leadership.
|
•
|
Drive a high-performance company culture:
We are focused on creating and scaling an environment that accelerates decision-making and rewards outstanding performance. We are building on our strong base with the addition of significant new talent in the past year, including accomplished leaders, top-tier engineers and the best of the next generation of graduates.
|
•
|
Drive ongoing improvements in our financial results and position:
The New Micron is financially stronger than ever, with
record FY18 profitability, improving margins, and a clear plan to deliver $9 billion in operating efficiencies from 2016 to 2021 (we are already two-thirds of the way there). We continue to drive shareholder value, not just
|
•
|
Build Micron’s brand globally:
Micron is an icon in the technology industry. As our solutions become more essential to new technology trends, we are increasing our brand visibility to align world perception to the value we are creating. This fall, we hosted Micron’s first-ever Insight Summit, where we outlined our position in artificial intelligence and other new technologies. We are collaborating closely with leading global companies to drive today’s most important technology innovations.
|
•
|
Improve the lives of people around the world:
We continue working to achieve our vision to transform how the world uses information to enrich life. The capabilities our memory and storage solutions enable will drive dramatic improvements in healthcare, business efficiency, and life worldwide.
|
1.
|
To elect directors to serve for the ensuing year and until their successors are elected and qualified;
|
2.
|
To ratify the appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending
August 29, 2019
;
|
3.
|
To approve a non-binding resolution to approve the compensation of our Named Executive Officers as described in the proxy statement; and
|
4.
|
To transact such other business as may properly come before the meeting or any adjournment thereof.
|
|
|
By Order of the Board of Directors
|
Boise, Idaho
December 6, 2018 |
|
Joel L. Poppen
Senior Vice President, Legal Affairs, General Counsel and Corporate Secretary
|
•
|
Vote through the Internet at
www.proxypush.com/MU
or
www.proxyvote.com
, depending on how you hold your shares, using the instructions included in the notice regarding the Internet availability of proxy materials, the proxy card or voting instruction card;
|
•
|
Vote by telephone using the instructions on the proxy card or voting instruction card if you received a paper copy of the proxy materials;
|
•
|
Complete and return a written proxy or voting instruction card using the proxy card or voting instruction card if you received a paper copy of the proxy materials; or
|
•
|
Attend and vote at the meeting.
|
|
|
|
|
|
|
Director Since
|
|
Board Committees
|
||||||
Name of Nominee
|
|
Age
|
|
Principal Occupation
|
|
|
Audit
|
|
Compensation
|
|
Finance(1)
|
|
Governance and Sustainability
|
|
Robert L. Bailey
|
|
61
|
|
Former Chairman and Chief Executive Officer of PMC-Sierra, Inc.
|
|
2007
|
|
ü
|
|
|
|
|
|
ü
|
Richard M. Beyer
|
|
70
|
|
Former Chairman and Chief Executive Officer of Freescale Semiconductor, Inc.
|
|
2013
|
|
|
|
ü
|
|
|
|
ü
|
Patrick J. Byrne
|
|
58
|
|
Senior Vice President of Fortive Corporation
|
|
2011
|
|
ü
|
|
ü
|
|
|
|
|
Steven J. Gomo
|
|
66
|
|
Former Executive Vice President and Chief Financial Officer of NetApp, Inc.
|
|
2018
|
|
ü
|
|
|
|
|
|
|
Mary Pat McCarthy
|
|
63
|
|
Former Vice Chair of KPMG, LLP
|
|
2018
|
|
ü
|
|
|
|
|
|
|
Sanjay Mehrotra
|
|
60
|
|
President and Chief Executive Officer
|
|
2017
|
|
|
|
|
|
ü
|
|
|
Robert E. Switz
|
|
72
|
|
Chairman of the Board
|
|
2006
|
|
|
|
ü
|
|
|
|
ü
|
•
|
review non-employee director compensation;
|
•
|
review the Compensation Peer Group (as defined in the Compensation Discussion and Analysis) and recommend any changes to its members;
|
•
|
benchmark total direct compensation and its components (salary, short-term incentives and long-term incentives) of our officers using several data sources;
|
•
|
evaluate our historical pay-for-performance relationship;
|
•
|
review the metrics and targets associated with the annual short-term incentives and long-term incentive plans;
|
•
|
review the proposed equity grants for executives, along with vesting recommendations;
|
•
|
assist with a risk assessment of our compensation practices;
|
•
|
review a draft of the compensation discussion and analysis component of proxy disclosure; and
|
•
|
attend the Compensation Committee meetings in which executive compensation matters are discussed.
|
•
|
the integrity of our financial statements;
|
•
|
the performance of our internal audit function;
|
•
|
the performance of our Independent Registered Public Accounting Firm;
|
•
|
the qualifications and independence of our Independent Registered Public Accounting Firm; and
|
•
|
our compliance with legal and regulatory requirements.
|
•
|
the identification and selection of nominees to our Board of Directors;
|
•
|
director compensation;
|
•
|
oversight and monitoring of the development and integration of material social and environmental strategies;
|
•
|
the development of our Corporate Governance Guidelines; and
|
•
|
the annual evaluations of the Board of Directors and its committees.
|
•
|
business relationships with key individuals in industry, government and education that may be of significant assistance to us and our operations;
|
•
|
familiarity with accounting rules and practices; and
|
•
|
"independence" as defined and required by the Listing Rules of Nasdaq and relevant rules and regulations of the SEC.
|
|
|
2019
|
|
2018
|
||||
Audit Committee Chair
|
|
$
|
35,000
|
|
|
$
|
35,000
|
|
Compensation Committee Chair
|
|
30,000
|
|
|
30,000
|
|
||
Finance Committee Chair
|
|
20,000
|
|
|
20,000
|
|
||
Governance and Sustainability Committee Chair
|
|
20,000
|
|
|
20,000
|
|
||
Chairman of the Board of Directors
|
|
150,000
|
|
|
150,000
|
|
Name
|
|
Fees Earned or Paid in Cash
|
|
Stock Awards(1)
|
|
Total
|
||||||
Robert L. Bailey
|
|
$
|
123,231
|
|
|
$
|
249,983
|
|
|
$
|
373,214
|
|
Richard M. Beyer
|
|
125,650
|
|
|
249,983
|
|
|
375,633
|
|
|||
Patrick J. Byrne
|
|
123,231
|
|
|
249,983
|
|
|
373,214
|
|
|||
Mercedes Johnson
|
|
177,619
|
|
|
249,983
|
|
|
427,602
|
|
|||
Lawrence N. Mondry
|
|
169,270
|
|
|
249,983
|
|
|
419,253
|
|
|||
Robert E. Switz
|
|
276,107
|
|
|
249,983
|
|
|
526,090
|
|
(1)
|
On October 24, 2017, each director who was not an employee was granted 6,015 shares of restricted stock with a grant date fair value of $249,983 ($41.56 per share). For information on the restrictions associated with these awards, see "Elements of Director Compensation – Equity Award" above.
|
Director
|
|
Guideline Multiplier
|
|
Guideline Amount
|
|
Compliance with Guideline
|
||
Robert L. Bailey
|
|
5
|
|
$
|
625,000
|
|
|
Yes
|
Richard M. Beyer
|
|
5
|
|
625,000
|
|
|
Yes
|
|
Patrick J. Byrne
|
|
5
|
|
625,000
|
|
|
Yes
|
|
Steven J. Gomo
|
|
5
|
|
625,000
|
|
|
(1)
|
|
Mercedes Johnson
|
|
5
|
|
625,000
|
|
|
Yes
|
|
Mary Pat McCarthy
|
|
5
|
|
625,000
|
|
|
(1)
|
|
Lawrence N. Mondry
|
|
5
|
|
625,000
|
|
|
Yes
|
|
Robert E. Switz
|
|
5
|
|
625,000
|
|
|
Yes
|
Name of Beneficial Owner
|
|
Number of
Shares Owned(1)
|
|
Right to Acquire(2)
|
|
Total
Beneficial
Ownership
|
|
Percent of
Class(3)
|
||||
The Vanguard Group, Inc.(4)
|
|
79,860,552
|
|
|
|
|
79,860,552
|
|
|
7.1
|
%
|
|
BlackRock, Inc.(5)
|
|
72,242,231
|
|
|
|
|
72,242,231
|
|
|
6.4
|
%
|
|
PRIMECAP Management Company(6)
|
|
58,390,611
|
|
|
|
|
58,390,611
|
|
|
5.2
|
%
|
|
Robert L. Bailey
|
|
102,204
|
|
|
|
|
102,204
|
|
|
*
|
|
|
Richard M. Beyer
|
|
80,980
|
|
|
|
|
80,980
|
|
|
*
|
|
|
Manish Bhatia
|
|
167,997
|
|
|
|
|
167,997
|
|
|
*
|
|
|
Patrick J. Byrne
|
|
121,003
|
|
|
|
|
121,003
|
|
|
*
|
|
|
Scott J. DeBoer
|
|
164,722
|
|
|
|
|
164,722
|
|
|
*
|
|
|
Steven J. Gomo
|
|
5,159
|
|
|
|
|
5,159
|
|
|
*
|
|
|
Mercedes Johnson
|
|
41,453
|
|
|
|
|
41,453
|
|
|
*
|
|
|
Mary Pat McCarthy
|
|
5,159
|
|
|
|
|
5,159
|
|
|
*
|
|
|
Ernest E. Maddock
|
|
206,552
|
|
|
|
|
206,552
|
|
|
*
|
|
|
Sanjay Mehrotra(7)
|
|
449,756
|
|
|
|
|
449,756
|
|
|
*
|
|
|
Lawrence N. Mondry
|
|
139,287
|
|
|
|
|
139,287
|
|
|
*
|
|
|
Sumit Sadana
|
|
111,030
|
|
|
|
|
111,030
|
|
|
*
|
|
|
Robert E. Switz
|
|
51,162
|
|
|
|
|
51,162
|
|
|
*
|
|
|
David A. Zinsner
|
|
83,493
|
|
|
|
|
83,493
|
|
|
*
|
|
|
All directors and executive officers as a group (18 persons)
|
|
2,219,526
|
|
|
2,250
|
|
|
2,221,776
|
|
|
*
|
|
*
|
Represents less than 1% of shares outstanding
|
(1)
|
Includes unvested shares of restricted stock and excludes shares that may be acquired through the exercise of outstanding stock options.
|
(2)
|
Represents shares that an individual has a right to acquire within 60 days of the Record Date.
|
(3)
|
For purposes of calculating the Percent of Class, shares that the person or entity had a Right to Acquire are deemed to be outstanding when calculating the Percent of Class of such person or entity.
|
(4)
|
As of December 31, 2017, The Vanguard Group, Inc. ("Vanguard") had sole voting power as to 1,598,571 shares, sole dispositive power as to 78,078,776 shares, shared voting power as to 216,694 shares, and shared dispositive power as to 1,781,776 shares. This information was taken from Schedule 13G filed on February 9, 2018. Vanguard's business address is 100 Vanguard Blvd., Malvern, PA 19355.
|
(5)
|
As of December 31, 2017, BlackRock, Inc. had sole voting power as to 63,438,301 shares and sole dispositive power as to 72,242,231 shares. This information was taken from Schedule 13G filed on February 8, 2018. BlackRock's business address is 55 East 52nd Street, New York, NY 10055.
|
(6)
|
As of December 31, 2017, PRIMECAP Management Company had sole voting power as to 15,732,700 shares and sole dispositive power as to 58,390,611 shares. This information was taken from Schedule 13G filed on February 27, 2018. PRIMECAP Management Company's business address is 177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105.
|
(7)
|
Includes 52,732 shares held by the Sangeeta Mehrotra Grantor Retained Annuity Trust (Micron).
|
•
|
Manish Bhatia, our Executive Vice President, Global Operations;
|
•
|
Scott J. DeBoer, our Executive Vice President, Technology Development;
|
•
|
Sanjay Mehrotra, our President and Chief Executive Officer;
|
•
|
Sumit Sadana, our Executive Vice President and Chief Business Officer; and
|
•
|
David A. Zinsner, our Senior Vice President and Chief Financial Officer.
|
•
|
We achieved record financial performance for the second year in a row, including:
|
◦
|
$30.39 billion in revenue, up 50% compared to fiscal 2017;
|
◦
|
$14.14 billion in GAAP net income, or $11.51 earnings per diluted share, up 178% and 161%, respectively, compared to fiscal 2017; and
|
◦
|
$17.40 billion in operating cash flow, up 113% compared to fiscal 2017.
|
•
|
We paid $9.42 billion to prepay or repurchase debt and settle conversions of our debt, which reduced the total carrying value of our debt to $4.64 billion exiting the fiscal year and we ended our fiscal 2018 with $7.36 billion of cash, marketable investments, and restricted cash.
|
•
|
We announced that our Board of Directors had authorized the discretionary repurchase of up to $10 billion of our outstanding common stock beginning in fiscal 2019.
|
•
|
We achieved significant accomplishments in key end markets, including:
|
◦
|
significantly increased sales of solid state drives, with enterprise and cloud more than doubling compared to fiscal 2017;
|
◦
|
significantly increased sales to the datacenter and graphics markets, comprising more than one-third of revenue in fiscal 2018; and
|
◦
|
achieved record quarterly revenue in the fourth quarter of 2018 in each of the automotive, mobile, and multi-package markets.
|
•
|
We remained focused on our key priorities and company strategy and achieved significant key accomplishments in our product and process technology, including:
|
◦
|
increased production of DRAM bits per wafer at a higher rate than the industry, reducing the cost gap with our competitors;
|
◦
|
commercialized CMOS under the Array, QLC, and array stacking on 3D NAND;
|
◦
|
bit shipment crossover for 1X nm DRAM in the client and graphics markets.
|
•
|
In October
2017
, the Compensation Committee set compensation levels and performance goals for fiscal
2018
based on a review of financial results, projections, individual contributions, strategic objectives, Market Data (as defined below), and market conditions.
|
◦
|
As a result of this review, fiscal
2017
compensation levels for our Named Executive Officers (other than Mr. Zinsner, who joined in February 2018) were adjusted for fiscal
2018
as follows:
|
Executive Officer
|
|
Base Salary
|
|
Short-term
Incentive(1) |
|
Long-term
Incentive
|
Manish Bhatia
|
|
Unchanged
|
|
Unchanged
|
|
Unchanged
|
Scott J. DeBoer
|
|
Increased
|
|
Increased
|
|
Increased
|
Sanjay Mehrotra
|
|
Unchanged
|
|
Unchanged
|
|
Unchanged
|
Sumit Sadana
|
|
Unchanged
|
|
Unchanged
|
|
Unchanged
|
Ernest E. Maddock
|
|
Increased
|
|
Unchanged
|
|
Unchanged
|
(1)
|
As a percentage of base salary.
|
◦
|
Our Named Executive Officers are eligible to earn short-term incentive awards pursuant to our Executive Officer Performance Incentive Plan ("EIP"). The Compensation Committee selected performance goals for our Named
|
▪
|
For fiscal 2018, the Compensation Committee established an objective overarching “umbrella” goal that required the Company to meet a fiscal year revenue threshold to fund underlying goals. The funded amount would then be reduced at the Compensation Committee's discretion, based on the achievement of corporate goals and each Named Executive Officer's individual performance.
|
▪
|
For fiscal
2018
, our corporate goals were tied to profitability and achieving certain technology, product, cost and customer milestones.
|
▪
|
In fiscal 2018 the Compensation Committee made a mid-cycle change to one of our EIP goals to reflect the Company's move from floating-gate NAND products to replacement-gate NAND products as the prior goal was no longer applicable to the Company's product strategy.
|
◦
|
The following pay mix, based on target amounts, was established for our Named Executive Officers for fiscal
2018
:
|
(1)
|
Mr. Bhatia's long-term equity incentive total for fiscal 2018 includes his new hire equity award, valued at $5,000,000 on the grant date, in the form of time-based restricted stock.
|
(2)
|
Mr. Zinsner's long-term equity incentive total for fiscal 2018 includes his new hire equity award, valued at $2,000,000 on the grant date, and his pro-rated fiscal 2018 target award, valued at $2,250,000, each of which was awarded as a mix of 50% time-based restricted stock and 50% stock options.
|
◦
|
Other than new hire awards and Mr. Zinsner's long-term equity incentive (which was a mix of 50% options and 50% time-based restricted stock) we used a mix of 25% stock options, 45% time-based restricted stock and 30% performance-based restricted stock units for our fiscal
2018
long-term equity incentives.
|
◦
|
The metrics for our performance-based restricted stock units include two technology sales goals and a company valuation goal based on our forward price to earnings ratio. Each goal has a two-year measurement period plus an additional year of time-based vesting. We believe a two-year period better measures our performance because of the volatility in our business and stock price.
|
•
|
CEO Compensation
|
◦
|
Mr. Mehrotra's base salary, long-term equity incentive opportunity and short-term incentive target did not change for fiscal 2018.
|
◦
|
For fiscal 2018, Mr. Mehrotra's base salary and long-term incentive opportunity were between the market 50th and 75th percentiles. Mr. Mehrotra's short-term incentive target was at the 50th percentile.
|
•
|
The EIP is performance-based. Prior to fiscal 2018 we had no history of changing performance metrics mid-cycle. As noted above, in fiscal 2018 the Compensation Committee made a mid-cycle change to one EIP goal to reflect the Company's move from floating-gate NAND products to replacement-gate NAND products.
|
•
|
We offer limited perquisites to our Named Executive Officers and, other than the Deferred Compensation Plan, we do not offer any special retirement benefits for our Named Executive Officers other than participation in our retirement plans on the same basis as other employees.
|
•
|
We do not have agreements with our Named Executive Officers that provide tax gross-up protection for change in control excise taxes.
|
•
|
Our equity incentive plans prohibit repricing of options or stock appreciation rights ("SARs") (directly or indirectly) without prior shareholder approval.
|
•
|
Our equity incentive plans were amended in August 2016 to replace "single-trigger" vesting provisions with "double-trigger" vesting provisions in the event of a change in control for awards granted after August 25, 2016.
|
•
|
Our insider trading policy prohibits our officers and directors from engaging in pledging or hedging activities involving our stock.
|
•
|
We have an independent Chairman of the Board of Directors.
|
•
|
We have a compensation recoupment ("clawback") policy that provides for recoupment of incentive compensation paid to current and former officers in the event of an accounting restatement due to material noncompliance.
|
•
|
Our executive officers and directors were in compliance with our stock ownership guidelines for fiscal
2018
.
|
•
|
differences in position and level of responsibility among officers, both in absolute terms and relative to our other officers and as compared to similarly situated officers within the Compensation Peer Group,
|
•
|
past and anticipated contributions,
|
•
|
technical expertise,
|
•
|
Company performance,
|
•
|
applicable business unit performance, and
|
•
|
length of service and/or experience both in absolute terms and relative to our other officers and as compared to officers within the Compensation Peer Group.
|
•
|
base compensation (salary),
|
•
|
short-term incentive compensation (cash bonus programs), and
|
•
|
long-term incentive compensation (stock options, time-based restricted stock and performance-based restricted stock units).
|
Executive Officer
|
|
Fiscal 2018 Base Salary
|
|
Base Salary % Change From Fiscal 2017
|
|||
Manish Bhatia
|
|
$
|
635,000
|
|
|
—
|
%
|
Scott J. DeBoer
|
|
520,000
|
|
|
11
|
%
|
|
Sanjay Mehrotra
|
|
1,200,000
|
|
|
—
|
%
|
|
Sumit Sadana
|
|
675,000
|
|
|
—
|
%
|
|
David A. Zinsner
|
|
620,000
|
|
|
NA
|
|
|
Ernest E. Maddock
|
|
640,000
|
|
|
3
|
%
|
•
|
Profitability – achieving targeted levels of net income; and
|
•
|
Strategic Goals – achieving certain technology, product, cost and customer milestones.
|
Executive Officer
|
|
% of Target Achieved
|
|
Bonus Paid
|
|||
Manish Bhatia(1)
|
|
165
|
%
|
|
$
|
918,221
|
|
Scott J. DeBoer
|
|
200
|
%
|
|
936,000
|
|
|
Sanjay Mehrotra(2)
|
|
200
|
%
|
|
3,000,000
|
|
|
Sumit Sadana
|
|
200
|
%
|
|
1,485,000
|
|
|
David A. Zinsner(1)
|
|
150
|
%
|
|
493,105
|
|
|
Ernest E. Maddock
|
|
150
|
%
|
|
960,000
|
|
Executive Officer
|
|
Fiscal 2018 Long-Term Equity Incentives(1)
|
||
Manish Bhatia(2)
|
|
$
|
8,800,000
|
|
Scott J. DeBoer
|
|
2,500,000
|
|
|
Sanjay Mehrotra
|
|
10,000,000
|
|
|
Sumit Sadana
|
|
4,000,000
|
|
|
David A. Zinsner(3)
|
|
4,250,000
|
|
|
Ernest E. Maddock
|
|
3,000,000
|
|
(1)
|
Reflects target grant-date fair value.
|
(3)
|
Mr. Zinsner's long-term equity incentive total for fiscal 2018 includes his new hire equity award, valued at $2,000,000, and his pro-rated fiscal 2018 target award, valued at $2,250,000, each of which was awarded as a mix of 50% time-based restricted stock and 50% stock options.
|
Awards
|
|
Number of Options/ Shares(1)
|
|
Grant Date Fair Value(1)
|
|||
Fiscal 2018
|
|
|
|
|
|||
Stock Options
|
|
140,308
|
|
|
$
|
2,500,001
|
|
Time-based Restricted Stock
|
|
108,277
|
|
|
4,499,992
|
|
|
Performance-based Restricted Stock Units
|
|
64,775
|
|
|
2,999,960
|
|
|
|
|
313,360
|
|
|
$
|
9,999,953
|
|
(1)
|
Information related to Mr. Mehrotra's long-term incentive award is also included in the "Grants of Plan-Based Awards in Fiscal
2018
" table. The stock options are listed in the column "All Other Option Awards: Number of Securities Underlying Options," the time-based share amounts are listed in the column "All Other Stock Awards: Number of Shares of Stock or Units," and the performance-based share amounts are listed in the column "Estimated Future Payouts under Equity Incentive Plan Awards" The values included in those tables reflect the grant-date fair value under ASC 718.
|
•
|
salary continuation equal to two times Mr. Mehrotra’s salary in effect upon the date of termination paid in installments during the one-year period following termination (or paid in a lump sum if Mr. Mehrotra’s termination of employment occurs on, or within 12 months after, a "change in control");
|
•
|
a pro-rated annual bonus under the EIP for the year of termination, subject to achievement of applicable performance criteria, paid in accordance with the terms of the EIP;
|
•
|
an additional bonus of two times Mr. Mehrotra’s target annual bonus under the EIP for the year of termination paid on the anniversary of Mr. Mehrotra’s termination;
|
•
|
continued vesting (and exercisability) of any options, restricted stock or other time-based, and, subject to achievement of applicable performance criteria, performance-based equity for the one-year period following Mr. Mehrotra’s termination of employment; and
|
•
|
a cash payment equal to the medical benefits and employer qualified plan matching contributions Mr. Mehrotra would have received had Mr. Mehrotra remained employed for an additional two years, paid in a lump sum following termination.
|
•
|
a one-year non-competition obligation,
|
•
|
confidentiality obligations related to our proprietary and confidential information that last indefinitely,
|
•
|
a non-disparagement and confidentiality obligation surrounding the reasons for, and circumstances of, the Named Executive Officer's termination of employment or change in officer status that lasts indefinitely. However, we may disclose such information if we determine, in our sole discretion, it is either required by law to be disclosed or necessary to be disclosed to serve a valid business purpose, and
|
•
|
non-solicitation and non-interference provisions relating to our employees and business partners that last at least one year.
|
Executive Officer(1)
|
|
Guideline Multiplier
|
|
Guideline Amount(2)
|
|
Compliance with Guideline
|
||
Manish Bhatia
|
|
3
|
|
$
|
1,995,000
|
|
|
Yes
|
Scott J. DeBoer
|
|
3
|
|
1,680,000
|
|
|
Yes
|
|
Sanjay Mehrotra
|
|
5
|
|
6,500,000
|
|
|
Yes
|
|
Sumit Sadana
|
|
3
|
|
2,145,000
|
|
|
Yes
|
|
David A. Zinsner
|
|
3
|
|
1,905,000
|
|
|
Yes
|
|
The Compensation Committee
Richard M. Beyer
Patrick J. Byrne
Lawrence N. Mondry
Robert E. Switz
|
Name and Principal Position
|
|
Year
|
|
Salary(1)
|
|
Stock Awards
(2)(3)(4)
|
|
Option Awards (5)(6)
|
|
Non-Equity Incentive Plan Compensation(7)
|
|
All Other Compensation(8)
|
|
Total
|
||||||||||||
Manish Bhatia
|
|
2018
|
|
$
|
559,289
|
|
|
$
|
7,850,023
|
|
|
$
|
950,000
|
|
|
$
|
918,221
|
|
|
$
|
177,873
|
|
|
$
|
10,455,406
|
|
Executive Vice President,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Global Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Scott J. DeBoer
|
|
2018
|
|
511,154
|
|
|
1,875,032
|
|
|
625,000
|
|
|
936,000
|
|
|
139,029
|
|
|
4,086,215
|
|
||||||
Executive Vice President,
|
|
2017
|
|
470,000
|
|
|
1,499,986
|
|
|
499,998
|
|
|
752,000
|
|
|
14,500
|
|
|
3,236,484
|
|
||||||
Technology Development
|
|
2016
|
|
470,000
|
|
|
1,322,985
|
|
|
440,996
|
|
|
—
|
|
|
14,250
|
|
|
2,248,231
|
|
||||||
Sanjay Mehrotra
|
|
2018
|
|
1,200,000
|
|
|
7,499,952
|
|
|
2,500,001
|
|
|
3,000,000
|
|
|
41,630
|
|
|
14,241,583
|
|
||||||
President and Chief
|
|
2017
|
|
387,692
|
|
|
6,885,622
|
|
|
6,885,790
|
|
|
1,147,253
|
|
|
66,669
|
|
|
15,373,026
|
|
||||||
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Sumit Sadana
|
|
2018
|
|
675,000
|
|
|
2,999,945
|
|
|
999,997
|
|
|
1,485,000
|
|
|
23,356
|
|
|
6,183,298
|
|
||||||
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
and Chief Business Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
David A. Zinsner
|
|
2018
|
|
331,462
|
|
|
2,124,998
|
|
|
2,124,997
|
|
|
493,105
|
|
|
235,202
|
|
|
5,309,764
|
|
||||||
Senior Vice President and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ernest E. Maddock
|
|
2018
|
|
491,231
|
|
|
2,723,360
|
|
|
865,446
|
|
|
960,000
|
|
|
238,160
|
|
|
5,278,197
|
|
||||||
Senior Vice President
|
|
2017
|
|
610,308
|
|
|
2,250,005
|
|
|
749,997
|
|
|
1,240,000
|
|
|
32,958
|
|
|
4,883,268
|
|
||||||
and Chief Financial Officer
|
|
2016
|
|
550,000
|
|
|
1,949,981
|
|
|
686,347
|
|
|
—
|
|
|
59,188
|
|
|
3,245,516
|
|
(1)
|
Mr. Bhatia joined the Company as Executive Vice President in October 2017 and his annual base salary for fiscal 2018 was $635,000. Mr. Zinsner joined the Company as Senior Vice President and Chief Financial Officer in February 2018 and his annual base salary for fiscal 2018 was $620,000. Fiscal 2018 amount for Mr. Maddock represents salary earned up to his resignation from the Company on June 8, 2018.
|
(2)
|
The grant-date fair values for the stock awards are based on the closing price on the last market-trading day prior to the date of grant. The grant date fair value of the performance-based awards granted in fiscal
2018
,
2017
and
2016
was computed by multiplying (i) the target number of restricted shares or units awarded to each Named Executive Officer, which was the assumed probable outcome as of the grant date, by (ii) either (a) the closing price of our Common Stock on the last market-trading day prior to the date of grant if the performance goal had a performance condition; or (b) the use of the Monte-Carlo simulation which represents the most likely value of the award if the performance goal had a market condition. Although the assumed probable outcome as of the grant date was achievement at the target level, the terms of the awards for performance-based restricted stock unit awards granted in 2018, 2017 and 2016 also provide for achievement of up to 200% of the target amount ("maximum"). The table below presents the aggregate grant-date fair value of stock awards for the periods presented assuming achievement at the maximum level for such performance-based awards:
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
Executive Officer
|
|
Time-based Stock Award
|
|
Performance-based Stock Award at Maximum Level
|
|
Total Stock Awards
|
|
Time-based Stock Award
|
|
Performance-based Stock Award at Maximum Level
|
|
Total Stock Awards
|
|
Time-based Stock Award
|
|
Performance-based Stock Award at Maximum Level
|
|
Total Stock Awards
|
||||||||||||||||||
Manish Bhatia
|
|
$
|
6,709,971
|
|
|
$
|
1,710,089
|
|
|
$
|
8,420,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Scott J. DeBoer
|
|
1,124,988
|
|
|
1,125,082
|
|
|
2,250,070
|
|
|
$
|
899,993
|
|
|
$
|
899,985
|
|
|
$
|
1,799,978
|
|
|
$
|
793,793
|
|
|
$
|
793,784
|
|
|
$
|
1,587,577
|
|
|||
Sanjay Mehrotra
|
|
4,499,992
|
|
|
4,499,943
|
|
|
8,999,935
|
|
|
6,885,622
|
|
|
—
|
|
|
6,885,622
|
|
|
|
|
|
|
|
||||||||||||
Sumit Sadana
|
|
1,800,005
|
|
|
1,799,900
|
|
|
3,599,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
David A. Zinsner
|
|
2,124,998
|
|
|
—
|
|
|
2,124,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ernest E. Maddock
|
|
1,823,350
|
|
|
1,350,021
|
|
|
3,173,371
|
|
|
1,350,006
|
|
|
1,349,995
|
|
|
2,700,001
|
|
|
1,169,992
|
|
|
1,169,987
|
|
|
2,339,979
|
|
(3)
|
Mr. Bhatia's amount includes $4,999,985 for his new hire equity awards, in the form of time-based restricted stock. Mr. Zinsner's amount includes $999,986 for his new hire equity awards, in the form of time-based restricted stock.
|
(4)
|
In connection with Mr. Maddock's resignation, the Compensation Committee modified Mr. Maddock's equity awards granted on October 24, 2017, to be eligible for vesting during his one-year severance period under his executive agreement. The incremental fair values resulting from the modifications are included in Mr. Maddock's fiscal 2018 Stock Awards and Option Awards columns as below:
|
Award
|
|
Number of Shares Subject to Modification
|
|
Incremental Fair Value due to Modification
|
||
Fiscal 2018 Stock Awards
|
|
10,827
|
|
$
|
473,356
|
|
Fiscal 2018 Option Awards
|
|
10,523
|
|
115,453
|
|
(5)
|
Assumptions used in determining the grant-date fair values of option awards are set forth in the "Equity Plans" note to the financial statements included in our annual reports on Form 10-K for fiscal years
2018
,
2017
and
2016
, which note is incorporated herein by reference.
|
(6)
|
Mr. Zinsner's amount includes $999,992 for his new hire equity awards.
|
(7)
|
Amounts shown for each of the Named Executive Officers were paid pursuant to the EIP and relate to the achievement of certain performance milestones. The EIP was suspended for fiscal 2016 and despite some performance milestones being met, no bonuses were paid.
|
(8)
|
Includes matching contributions paid by us pursuant to our 401(k) plan. For fiscal
2018
, $13,750 was contributed for each of Messrs. Bhatia, DeBoer, Mehrotra, Zinsner and Maddock, and $23,356 for Mr. Sadana. Includes matching contributions paid by us pursuant to our Health Savings Account in fiscal 2018 for Messrs. DeBoer and Mr. Maddock in the amounts of $1,000 and $250, respectively. All Other Compensation for fiscal
2018
also included the following for each of the Named Executive Officers:
|
•
|
Amount for Mr. Bhatia includes payments related to his overseas assignment in Singapore including $40,707 in expat benefit allowances, $26,947 in housing expenses, $79,861 for a reimbursement of federal, state and other income taxes resulting from imputed income and $7,105 in miscellaneous expense. Amount for Mr. Bhatia also includes $9,503 for legal fee reimbursement.
|
•
|
Amount for Mr. DeBoer includes $124,279 for the cash out of his unused time-off.
|
•
|
Amount for Mr. Mehrotra includes $22,759 for commuting expenses, including use of Company aircraft. Compensation for aircraft usage was determined based on the aggregate incremental cost to the Company, including fuel, landing fees, ramp/parking fees and other variable costs of operating the airplane. Since the Company's aircrafts are primarily used for business travel, fixed costs that do not change based on usage, such as pilots' salaries, depreciation of the aircraft, and the cost of general maintenance, are excluded. Also includes $5,121 for a reimbursement of federal, state and other income taxes resulting from imputed income related to his commuting expenses.
|
•
|
Amount for Mr. Zinsner includes $119,660 in relocation expense, $101,397 for a reimbursement of federal, state and other income taxes resulting from imputed income and $395 in miscellaneous travel expense.
|
•
|
Amount for Mr. Maddock includes $162,722 in severance benefits pursuant to Mr. Maddock Severance Agreement (see the "Potential Payments Upon Termination or Change in Control" table.) At the time of his resignation, Mr. Maddock also received $61,334 for accumulated unused time-off.
|
Name
|
|
Grant Date
|
|
Estimated Future Payouts under Non-Equity Incentive
Plan Awards(1)
|
|
Estimated Future Payouts under Equity Incentive Plan Awards(2)
|
|
All Other Stock Awards: Number of Shares of Stock or Units(3)
|
All Other Option Awards: Number of Securities Underlying Options(4)
|
Exercise Price of Options(5)
|
Close Price on
Grant Date(5)
|
Grant Date Fair Value of Stock (or Units) and Options(6)
|
|||||||||||||||||||||||||||||
|
|
Threshold
|
Target
|
Max
|
Threshold
|
Target
|
|
Max
|
|
||||||||||||||||||||||||||||||||
Manish Bhatia
|
|
10/16/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
123,762
|
|
|
|
|
|
|
|
|
$
|
4,999,985
|
|
||||||||||||||
|
|
10/24/17
|
|
|
|
|
|
|
|
12,308
|
|
|
24,616
|
|
|
49,232
|
|
|
|
|
|
|
|
|
|
|
1,140,052
|
|
|||||||||||||
|
|
10/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,145
|
|
|
|
|
|
|
|
|
1,709,986
|
|
|||||||||||||||
|
|
10/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,317
|
|
|
$
|
41.56
|
|
|
$
|
41.60
|
|
|
950,000
|
|
|||||||||||
|
|
|
|
$
|
278,249
|
|
|
$
|
556,497
|
|
|
$
|
1,112,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Scott J. DeBoer
|
|
10/24/17
|
|
|
|
|
|
|
|
8,098
|
|
|
16,195
|
|
|
32,390
|
|
|
|
|
|
|
|
|
|
|
750,045
|
|
|||||||||||||
|
|
10/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,069
|
|
|
|
|
|
|
|
|
1,124,988
|
|
|||||||||||||||
|
|
10/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,077
|
|
|
41.56
|
|
|
41.60
|
|
|
625,000
|
|
|||||||||||||
|
|
|
|
234,000
|
|
|
468,000
|
|
|
936,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sanjay Mehrotra
|
|
10/24/17
|
|
|
|
|
|
|
|
32,388
|
|
|
64,775
|
|
|
129,550
|
|
|
|
|
|
|
|
|
|
|
2,999,960
|
|
|||||||||||||
|
|
10/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,277
|
|
|
|
|
|
|
|
|
4,499,992
|
|
|||||||||||||||
|
|
10/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
140,308
|
|
|
41.56
|
|
|
41.60
|
|
|
2,500,001
|
|
|||||||||||||
|
|
|
|
900,000
|
|
|
1,800,000
|
|
|
3,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Sumit Sadana
|
|
10/24/17
|
|
|
|
|
|
|
|
12,955
|
|
|
25,909
|
|
|
51,818
|
|
|
|
|
|
|
|
|
|
|
1,199,940
|
|
|||||||||||||
|
|
10/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,311
|
|
|
|
|
|
|
|
|
1,800,005
|
|
|||||||||||||||
|
|
10/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,123
|
|
|
41.56
|
|
|
41.60
|
|
|
999,997
|
|
|||||||||||||
|
|
|
|
371,250
|
|
|
742,500
|
|
|
1,485,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
David A. Zinsner
|
|
2/19/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,066
|
|
|
|
|
|
|
|
|
2,124,998
|
|
|||||||||||||||
|
|
2/19/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,669
|
|
|
44.21
|
|
|
44.21
|
|
|
2,124,997
|
|
|||||||||||||
|
|
|
|
164,368
|
|
|
328,736
|
|
|
657,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ernest E. Maddock
|
|
10/24/17
|
|
|
|
|
|
|
|
9,717
|
|
|
19,433
|
|
|
38,866
|
|
|
|
|
|
|
|
|
|
|
900,010
|
|
|||||||||||||
|
|
10/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,483
|
|
|
|
|
|
|
|
|
1,349,993
|
|
|||||||||||||||
|
|
10/24/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,092
|
|
|
41.56
|
|
|
41.60
|
|
|
749,993
|
|
|||||||||||||
|
|
|
|
320,000
|
|
|
640,000
|
|
|
1,280,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents estimated payouts for fiscal
2018
under the EIP. Payment of bonuses under the EIP is dependent upon meeting specified performance goals. A description of the performance milestones associated with such bonuses is included in the "Compensation Discussion and Analysis."
|
(2)
|
Represents restricted stock units awarded in fiscal
2018
under the Amended and Restated 2004 Equity Incentive Plan (the "2004 Plan") with performance-based and market-based restrictions. Information related to the performance-based and market-based restrictions associated with these shares is contained in "Compensation Discussion and Analysis."
|
(3)
|
Represents restricted stock awarded in fiscal
2018
under the 2004 Plan with time-based restrictions. Time-based restrictions on the 10/16/17 awards lapse 62.5% in the first year and 12.5% in each of the three years after the first year. Time-based restrictions on the 10/24/17 awards lapse in three equal installments over a three-year period from the date of the award. Time-based restrictions on the 2/19/18 awards lapse in four equal installments over a four-year period from the date of the award.
|
(4)
|
Represents options awarded in fiscal
2018
under the 2004 Plan. All options vest in equal installments over a four-year period and have a term of eight years.
|
(5)
|
Under the 2004 Plan, options are required to have an exercise price equal to the fair market value. Fair market value is defined as the closing price on the last market-trading day prior to the date of grant.
|
(6)
|
The value shown is based on the fair value as of the date of grant. Assumptions used in determining the fair values of these option awards are set forth in the "Equity Plans" note to our financial statements included in our annual report on Form
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||||||||
|
|
Number of Securities Underlying Unexercised Options
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)($)
|
|||||||||||||||||||||||
Name
|
|
Exercisable
(#)
|
Unexercisable
(#)
|
Number
(#)
|
|
Market Value(1)($)
|
|
|
||||||||||||||||||||||||
Manish Bhatia
|
|
|
|
53,317
|
|
(2
|
)
|
|
$
|
41.56
|
|
|
10/24/2025
|
|
61,881
|
|
(3
|
)
|
|
$
|
3,264,842
|
|
|
6,858
|
|
(4
|
)
|
|
$
|
361,828
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,881
|
|
(5
|
)
|
|
3,264,842
|
|
|
6,858
|
|
(6
|
)
|
|
361,828
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
41,145
|
|
(7
|
)
|
|
2,170,810
|
|
|
10,900
|
|
(8
|
)
|
|
575,084
|
|
|||||||
Scott J. DeBoer
|
|
|
|
8,475
|
|
(9
|
)
|
|
28.77
|
|
|
10/20/2022
|
|
6,900
|
|
(10
|
)
|
|
364,044
|
|
|
14,554
|
|
(11
|
)
|
|
767,869
|
|
||||
|
|
|
|
27,389
|
|
(12
|
)
|
|
18.18
|
|
|
10/14/2023
|
|
21,832
|
|
(13
|
)
|
|
1,151,856
|
|
|
11,127
|
|
(14
|
)
|
|
587,061
|
|
||||
|
|
|
|
48,960
|
|
(15
|
)
|
|
17.41
|
|
|
10/19/2024
|
|
38,771
|
|
(16
|
)
|
|
2,045,558
|
|
|
17,231
|
|
(17
|
)
|
|
909,108
|
|
||||
|
|
|
|
35,077
|
|
(2
|
)
|
|
41.56
|
|
|
10/24/2025
|
|
27,069
|
|
(7
|
)
|
|
1,428,160
|
|
|
11,062
|
|
(18
|
)
|
|
583,631
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,512
|
|
(4
|
)
|
|
238,053
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,512
|
|
(6
|
)
|
|
238,053
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,171
|
|
(8
|
)
|
|
378,342
|
|
||||||||||
Sanjay Mehrotra
|
|
142,993
|
|
|
428,983
|
|
(19
|
)
|
|
28.20
|
|
|
5/8/2025
|
|
183,129
|
|
(20
|
)
|
|
9,661,886
|
|
|
18,046
|
|
(4
|
)
|
|
952,107
|
|
|||
|
|
|
|
140,308
|
|
(2
|
)
|
|
41.56
|
|
|
10/24/2025
|
|
108,277
|
|
(7
|
)
|
|
5,712,695
|
|
|
18,046
|
|
(6
|
)
|
|
952,107
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,683
|
|
(8
|
)
|
|
1,513,315
|
|
||||||||||
Sumit Sadana
|
|
14,521
|
|
|
43,564
|
|
(21
|
)
|
|
31.89
|
|
|
6/23/2025
|
|
18,815
|
|
(22
|
)
|
|
992,679
|
|
|
7,218
|
|
(4
|
)
|
|
380,822
|
|
|||
|
|
|
|
56,123
|
|
(2
|
)
|
|
41.56
|
|
|
10/24/2025
|
|
43,311
|
|
(7
|
)
|
|
2,285,088
|
|
|
7,218
|
|
(6
|
)
|
|
380,822
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,473
|
|
(8
|
)
|
|
605,315
|
|
||||||||||
David A. Zinsner
|
|
|
|
108,669
|
|
(23
|
)
|
|
44.21
|
|
|
2/19/2026
|
|
48,066
|
|
(24
|
)
|
|
2,535,962
|
|
|
|
|
|
|
|||||||
Ernest E. Maddock (27)
|
|
38,725
|
|
|
25,075
|
|
(25
|
)
|
|
27.79
|
|
|
6/3/2023
|
|
8,475
|
|
(26
|
)
|
|
447,141
|
|
|
21,452
|
|
(11
|
)
|
|
1,131,808
|
|
|||
|
|
|
|
40,370
|
|
(12
|
)
|
|
18.18
|
|
|
10/14/2023
|
|
32,178
|
|
(13
|
)
|
|
1,697,711
|
|
|
16,400
|
|
(14
|
)
|
|
865,264
|
|
||||
|
|
|
|
1,416
|
|
(25
|
)
|
|
14.66
|
|
|
12/11/2023
|
|
58,157
|
|
(16
|
)
|
|
3,068,363
|
|
|
25,847
|
|
(17
|
)
|
|
1,363,688
|
|
||||
|
|
|
|
73,440
|
|
(15
|
)
|
|
17.41
|
|
|
10/19/2024
|
|
32,483
|
|
(7
|
)
|
|
1,713,803
|
|
|
16,593
|
|
(18
|
)
|
|
875,447
|
|
||||
|
|
|
|
42,092
|
|
(2
|
)
|
|
41.56
|
|
|
10/24/2025
|
|
|
|
|
|
|
5,414
|
|
(4
|
)
|
|
285,643
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,414
|
|
(6
|
)
|
|
285,643
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,605
|
|
(8
|
)
|
|
454,000
|
|
(1)
|
Calculated by multiplying the number of shares of restricted stock or restricted stock units by $52.76, the closing price of our Common Stock on
August 30, 2018
.
|
(2)
|
Options vest in equal installments on October 24, 2018, October 24, 2019, October 24, 2020 and October 24, 2021.
|
(3)
|
Restrictions on shares lapsed on October 16, 2018.
|
(4)
|
Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse on October 24, 2020 upon the achievement of a DRAM sales goal through the fourth quarter of fiscal 2019.
|
(5)
|
Restrictions on shares lapse on October 16, 2018, October 16, 2019, October 16, 2020 and October 16, 2021.
|
(6)
|
Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse on October 24, 2020 upon the achievement of a NAND sales goal through the fourth quarter of fiscal 2019.
|
(7)
|
Restrictions on shares lapse on October 24, 2018, October 24, 2019 and October 24, 2020.
|
(8)
|
Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse on October 24, 2020 upon the achievement of a PE ratio goal through the fourth quarter of fiscal 2019.
|
(9)
|
Options vested on October 20, 2018.
|
(10)
|
Restrictions on shares lapsed on October 20, 2018.
|
(11)
|
Represents the target number of restricted stock units. Restrictions related to this award lapsed at the end of the fourth quarter of fiscal 2018 as a result of achieving the specified ROA goal. The shares were released at 200% on October 16, 2018.
|
(12)
|
Options vest in equal installments on October 14, 2018 and October 14, 2019.
|
(13)
|
Restrictions on shares lapse in equal installments on October 14, 2018 and October 14, 2019.
|
(14)
|
Represents the target number of restricted stock units. Restrictions related to this award lapsed at the end of the fourth quarter of fiscal 2018 as a result of achieving the specified TSR goal. The shares were released at 200% on October 16, 2018.
|
(15)
|
Options vest in equal installments on October 19, 2018, October 19, 2019, and October 19, 2020.
|
(16)
|
Restrictions on shares lapse in equal installments on October 19, 2018, October 19, 2019, and October 19, 2020.
|
(17)
|
Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse upon the achievement of a ROA goal through the fourth quarter of fiscal 2019.
|
(18)
|
Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse upon the achievement of a relative TSR goal through the fourth quarter of fiscal 2019.
|
(19)
|
Options vest in equal installments on May 8, 2019, May 8, 2020 and May 8, 2021.
|
(20)
|
Restrictions on shares lapse in equal installments on May 8, 2019, May 8, 2020 and May 8, 2021.
|
(21)
|
Options vest in equal installments on June 23, 2019, June 23, 2020 and June 23, 2021.
|
(22)
|
Restrictions on shares lapse in equal installments on June 23, 2019, June 23, 2020 and June 23, 2021.
|
(23)
|
Options vest in equal installments on February 19, 2019, February 19, 2020, February 19, 2021, and February 19, 2022.
|
(24)
|
Restrictions on shares lapse in equal installments on February 19, 2019, February 19, 2020, February 19, 2021, and February 19, 2022.
|
(25)
|
Options vest on June 3, 2019.
|
(26)
|
Restrictions on shares lapse June 3, 2019.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
|
Number of Shares Acquired on Exercise
|
|
Value Realized on Exercise(1)
|
|
Number of Shares Acquired on Vesting(2)
|
|
Value Realized on Vesting(3)
|
||||||
Manish Bhatia
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Scott J. DeBoer
|
|
113,384
|
|
|
$
|
2,936,587
|
|
|
93,851
|
|
|
$
|
3,913,655
|
|
Sanjay Mehrotra
|
|
—
|
|
|
—
|
|
|
61,042
|
|
|
2,959,316
|
|
||
Sumit Sadana
|
|
—
|
|
|
—
|
|
|
6,271
|
|
|
358,074
|
|
||
David A. Zinsner
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Ernest E. Maddock
|
|
105,595
|
|
|
3,905,180
|
|
|
119,653
|
|
|
5,160,510
|
|
(1)
|
Value calculated by subtracting the exercise price from the fair market value of the shares at the time of exercise multiplied by the number of options exercised.
|
(2)
|
Includes performance-based restricted units vested in October 2018 based on performance completed by the end of fiscal
2018
and excludes performance-based restricted units vested in October 2017 based on performance completed by the end of fiscal 2017.
|
(3)
|
Value calculated by multiplying number of shares by the market value per share on the vesting date.
|
Name
|
|
Executive Contributions in Last Fiscal Year ($)(1)
|
|
Registrant Contributions in Last Fiscal Year ($)
|
|
Aggregate Earnings in Last Fiscal Year ($)
|
|
Aggregate Withdrawals/Distributions ($)
|
|
Aggregate Balance at Last Fiscal Year-End ($)(2)
|
||||||||||
Sanjay Mehrotra
|
|
$
|
207,692
|
|
|
$
|
—
|
|
|
$
|
39,240
|
|
|
$
|
—
|
|
|
$
|
696,354
|
|
(1)
|
$207,692 included in the Summary Compensation table in the "Salary" column for fiscal 2018.
|
(2)
|
Balance as of the beginning of fiscal 2018 was $449,422.
|
•
|
The annual total compensation of our median employee, excluding our Chief Executive Officer, for fiscal 2018 was $56,540.
|
•
|
The annual total compensation of our Chief Executive Officer for fiscal 2018 was $14,241,583.
|
•
|
The ratio of the annual total compensation of our Chief Executive Officer to that of our median employee for fiscal 2018 was estimated to be 252 to 1.
|
Name
|
|
Salary(1)
|
|
Bonus(2)
|
|
Cash in Lieu of Benefits Payment(3)
|
|
Total Value of Options Exercisable During the Transition Period(4)
|
|
Value of Extended Restricted Stock Vesting(5)
|
|
Value of Unearned Performance -Based Stock Awards(6)
|
|
Total
|
||||||||||||||
Manish Bhatia
|
|
$
|
635,000
|
|
|
$
|
918,221
|
|
|
$
|
53,021
|
|
|
$
|
214,242
|
|
|
$
|
4,804,642
|
|
|
$
|
—
|
|
|
$
|
6,625,126
|
|
Scott J. DeBoer
|
|
520,000
|
|
|
936,000
|
|
|
82,019
|
|
|
1,431,440
|
|
|
2,097,896
|
|
|
2,709,859
|
|
|
7,777,214
|
|
|||||||
Sanjay Mehrotra
|
|
2,400,000
|
|
|
6,600,000
|
|
|
254,027
|
|
|
8,030,264
|
|
|
5,124,843
|
|
|
—
|
|
|
22,409,134
|
|
|||||||
Sumit Sadana
|
|
675,000
|
|
|
1,485,000
|
|
|
64,094
|
|
|
875,176
|
|
|
1,092,607
|
|
|
—
|
|
|
4,191,877
|
|
|||||||
David A. Zinsner
|
|
620,000
|
|
|
493,105
|
|
|
64,799
|
|
|
393,847
|
|
|
633,911
|
|
|
—
|
|
|
2,205,662
|
|
|||||||
Ernest E. Maddock
|
|
640,000
|
|
|
960,000
|
|
|
76,919
|
|
|
5,245,751
|
|
|
3,362,760
|
|
|
4,647,469
|
|
|
14,932,899
|
|
(1)
|
Represents one year of the Named Executive Officer's salary as of
August 30, 2018
, except for Mr. Mehrotra, which represents two years of salary as of August 30, 2018, and for Mr. Maddock, which represents one year of salary as of June 8, 2018, the date of his separation from service.
|
(2)
|
Represents the actual EIP bonus paid for fiscal 2018, except for Mr. Mehrotra, which also includes two times his target annual bonus, subject to the maximum award limit imposed by the EIP.
|
(3)
|
Represents a cash payment in an amount estimated to allow the Named Executive Officer to purchase during the Transition Period benefits similar to those received while an employee, except for Mr. Mehrotra, which represents twice the amount. The amount listed includes a gross-up calculation for the tax impact of the payment.
|
(4)
|
Represents the total value of stock options that are exercisable as of
August 30, 2018
, and that are expected to vest during the Named Executive Officer's Transition Period. The fair value of each option award is estimated as of
August 30, 2018
, (June 8, 2018, for Mr. Maddock) using the Black-Scholes option valuation model. The expected volatilities utilized are based on implied volatility from traded options on our stock. The expected lives are based on the shorter of the length of the Transition Period plus thirty days or the remaining life of the option. The risk-free interest rates utilized are based on the U.S. Treasury yield on
August 30, 2018
(June 8, 2018, for Mr. Maddock).
|
(5)
|
Represents the value resulting from the additional vesting of restricted shares during the Named Executive Officer's Transition Period. The amount shown is calculated as the number of additional shares that would vest during the Transition Period multiplied by $52.76, our closing stock price on
August 30, 2018
(for Mr. Maddock, $61.39, our closing stock price on June 8, 2018).
|
(6)
|
Our performance-based and market-based stock awards have a measurement period of three years over which performance is assessed in order to vest in the awards. The amount shown is calculated as the number of such shares granted in fiscal 2016 that actually vested for the Named Executive Officer's Transition Period multiplied by $52.76, our closing stock price on
August 30, 2018
(for Mr. Maddock, $61.39, our closing stock price on June 8, 2018). The restrictions for awards granted in fiscal 2017 and fiscal 2018 would not have lapsed during the Named Executive Officer's Transition Period. Accordingly, no amount is assumed in the table above.
|
Name
|
|
Salary (1)
|
|
Bonus(2)
|
|
Cash in Lieu of Benefits Payment(3)
|
|
Value of Options(4)
|
|
Value of Stock Awards(5)
|
|
Total
|
||||||||||||
Manish Bhatia
|
|
$
|
952,500
|
|
|
$
|
918,221
|
|
|
$
|
79,531
|
|
|
$
|
597,150
|
|
|
$
|
9,999,233
|
|
|
$
|
12,546,635
|
|
Scott J. DeBoer
|
|
520,000
|
|
|
936,000
|
|
|
82,019
|
|
|
3,274,068
|
|
|
9,121,861
|
|
|
13,933,948
|
|
||||||
Sanjay Mehrotra
|
|
2,400,000
|
|
|
6,600,000
|
|
|
254,027
|
|
|
12,107,272
|
|
|
18,792,110
|
|
|
40,153,409
|
|
||||||
Sumit Sadana
|
|
1,012,500
|
|
|
1,485,000
|
|
|
96,141
|
|
|
1,537,758
|
|
|
4,644,727
|
|
|
8,776,126
|
|
||||||
David A. Zinsner
|
|
930,000
|
|
|
493,105
|
|
|
97,199
|
|
|
929,120
|
|
|
2,535,962
|
|
|
4,985,386
|
|
(1)
|
Represents one and half year of the Named Executive Officer's salary as of
August 30, 2018
, except for Mr. Mehrotra, which represents two years of salary as of August 30, 2018, and one year for Mr. DeBoer, whose severance agreement doesn't provide additional benefit for change in control separation.
|
(2)
|
Represents the actual EIP bonus paid for fiscal 2018, except for Mr. Mehrotra, which also includes two times his target annual bonus, subject to the maximum award limit imposed by the EIP.
|
(3)
|
Represents a cash payment in an amount estimated to allow the Named Executive Officer to purchase 18 months of benefits similar to those received while an employee, except for Mr. Mehrotra, which represents 24 months amount, and 12 months for Mr. DeBoer, whose severance agreement doesn't provide additional benefit for change in control separation. The amount listed includes a gross-up calculation for the tax impact of the payment.
|
(4)
|
All outstanding unvested options are time-based equity awards and would have fully vested on
August 30, 2018
. Amount shown is calculated as the excess of $52.76, the closing price of our stock on
August 30, 2018
, over the accelerated options' exercise price.
|
(5)
|
All outstanding time-based and performance-based restricted stock awards would have fully vested on August 30, 2018, except for Mr. DeBoer. Mr. DeBoer does not have a change in control separation agreement with the Company and his fiscal 2017 and 2018 performance-based restricted stock awards have a performance period of three years and two years, respectively, and two-thirds and one-half of the awards would have vested on August 30, 2018, respectively. The amount shown is calculated as the number of shares on which restrictions would lapse, multiplied by $52.76, our closing stock price on August 30, 2018.
|
|
|
(a) Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1)
|
|
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|||||
Equity Compensation Plans Approved by Shareholders(2)
|
|
25,278,220
|
|
|
$
|
24.79
|
|
|
121,852,412
|
|
(3)
|
Equity Compensation Plans Not Approved by Shareholders(4)
|
|
6,496,374
|
|
|
20.90
|
|
|
2,774,122
|
|
(5)
|
|
Totals(6)
|
|
31,774,594
|
|
|
23.38
|
|
|
124,626,534
|
|
|
(1)
|
Excludes restricted stock that convert to shares of Common Stock for no consideration.
|
(2)
|
Includes shares issuable or available pursuant to our 2004 Equity Incentive Plan (the "2004 Plan"), 2007 Equity Incentive Plan (the "2007 Plan"), Employee Stock Purchase Plan (the "ESPP"), and an equity incentive plan we acquired as part of our 2010 acquisition of Numonyx B.V. (the "Numonyx Plan"). The 2004 Plan and the 2007 Plan provide for a maximum term for options and SARs of eight years, while the Numonyx Plan provides for a maximum option term of ten years. The 2004 Plan and 2007 Plan are our only plans that permit granting of awards other than stock options. The 2004 Plan and the 2007 Plan provide that awards other than stock options or SARs reduce the number of available shares under the plan by two shares for each one share covered by the award. The Numonyx Plan expired in March 2018. In addition, none of our equity plans contain provisions that are commonly known as "liberal share counting provisions" or permit the grant of discounted options or SARs.
|
(3)
|
The 2004 Plan and 2007 Plan permit granting options and full-value awards. If issuing full-value awards, the number of available shares is 77,426,206.
|
(4)
|
Includes shares issuable or available pursuant to our Nonstatutory Stock Option Plan (the "NSOP"). Options granted under the aforementioned plan have terms ranging from six to ten years. The exercise price and the vesting schedule of the options granted under this plan are determined by the administrators of the plans or our Board of Directors. Executive officers and directors do not participate in the aforementioned plans.
|
(5)
|
None of these shares are available to grant as full-value awards.
|
(6)
|
The following table contains further information as to awards outstanding and available for issuance under each of our equity plans.
|
Equity Plan
|
|
(a)
Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
(b)
Number of Securities Available for Issuance (Excluding Securities Reflected in Column (a))
|
|||
Plans Approved by Shareholders
|
|
|
|
|
|
||
2004 Plan
|
|
11,195,450
|
|
(1)
|
|
17,611,601
|
|
2007 Plan
|
|
14,082,295
|
|
(2)
|
|
71,240,811
|
|
Numonyx Plan
|
|
475
|
|
|
|
—
|
|
ESPP
|
|
—
|
|
|
|
33,000,000
|
|
Approved Plan Total
|
|
25,278,220
|
|
|
|
121,852,412
|
|
|
|
|
|
|
|
||
Plans Not Approved by Shareholders
|
|
|
|
|
|
||
NSOP
|
|
6,496,374
|
|
|
|
2,774,122
|
|
Not Approved Plan Total
|
|
6,496,374
|
|
|
|
2,774,122
|
|
Grand Total
|
|
31,774,594
|
|
|
|
124,626,534
|
|
(1)
|
Includes 6,330,039 restricted stock units and excludes 1,413,813 shares of restricted stock.
|
(2)
|
Includes 7,530,572 restricted stock units and excludes 36,090 shares of restricted stock.
|
|
|
2018
|
|
2017
|
||||
|
|
|
|
|
||||
|
|
(amounts in millions)
|
||||||
Audit fees(1)
|
|
$
|
9.4
|
|
|
$
|
8.7
|
|
Audit-related fees(2)
|
|
0.1
|
|
|
0.2
|
|
||
Tax fees(3)
|
|
5.6
|
|
|
3.4
|
|
||
All other fees(4)
|
|
0.1
|
|
|
—
|
|
||
|
|
$
|
15.2
|
|
|
$
|
12.3
|
|
(1)
|
Includes fees related to the audit of our financial statements, fees for services provided in connection with statutory and regulatory filings and fees for attestation services related to our securities offerings and internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002.
|
(2)
|
Primarily reflects fees for services in connection with government grant certifications.
|
(3)
|
Primarily reflects fees for services in connection with tax planning, tax consulting, and tax compliance.
|
(4)
|
Reflects fees for services not included in the categories above, including services related to other regulatory reporting requirements.
|
|
The Audit Committee
Robert L. Bailey
Patrick J. Byrne
Steven J. Gomo
Mercedes Johnson
Mary Pat McCarthy
|
|
THE BOARD OF DIRECTORS
|