o
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Preliminary Proxy Statement
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o
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to §240.14a-12
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MONOLITHIC POWER SYSTEMS, INC.
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(Name of Registrant as Specified In Its Charter)
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n/a
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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x |
No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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(1)
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Amount previously paid with preliminary materials:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Sincerely,
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Michael R. Hsing
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Chairman of the Board, President and Chief Executive Officer
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1.
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To elect three Class III directors to serve for three year terms until our annual meeting of stockholders in 2016 or until their respective successors are duly elected and qualified. The nominees for election to our Board of Directors are Herbert Chang, Eugen Elmiger, and Michael R. Hsing.
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2.
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To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
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3.
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To hold an advisory vote on the compensation of the Company’s named executive officers.
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4.
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To vote on a proposal to adopt the Company’s 2014 Equity Incentive Plan.
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5.
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To vote on a proposal to adopt the Company’s Master Cash Performance Bonus Plan.
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6.
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To transact such other business as may properly come before the
meeting or any adjournment thereof.
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By Order of the Board of Directors,
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Saria Tseng
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Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary
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General
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1
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Internet Availability of Proxy Materials
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1
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Record Date; Outstanding Shares
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1
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Procedure for Submitting Stockholder Proposals
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1
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Voting
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2
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Expenses of Solicitation
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3
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Quorum; Required Votes; Abstentions; Broker Non-Votes
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3
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Stockholder List
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4
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PROPOSAL ONE
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5
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Classified Board of Directors; Nominees
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5
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Information Regarding Nominees and Other Directors
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5
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Director Independence
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6
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Director Qualifications
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6
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Board Leadership Structure
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8
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Board Oversight of Risk
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9
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Board Meetings and Committees
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10
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Nomination Process
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10
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Stockholder Communications
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11
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Attendance at Annual Meetings of Stockholders by the Board of Directors
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11
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Code of Ethics and Business Conduct
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11
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Director Compensation
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11
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PROPOSAL TWO
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14
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Audit and Other Fees
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14
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Pre-Approval of Audit and Non-Audit Services
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14
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PROPOSAL THREE
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15
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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16
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Section 16(a) Beneficial Ownership Reporting Compliance
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18
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Certain Relationships and Related Transactions
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18
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EXECUTIVE OFFICER COMPENSATION
|
18
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Compensation Discussion and Analysis
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18
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Compensation Committee Report
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31
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Compensation Committee Interlocks and Insider Participation
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31
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Compensation Risk Management
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31
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Summary Compensation Table
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32
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Grants of Plan-Based Awards for the Year Ended December 31, 2012
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33
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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards During the Year Ended December 31, 2012
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34
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Outstanding Equity Awards at 2012 Year-End
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35
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Option Exercises and Stock Vested
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37
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Potential Payments Upon Termination or Termination Upon Change-in-Control
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37
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Equity Compensation Plan Information
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39
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PROPOSAL FOUR
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41
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PROPOSAL FIVE
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56
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Audit Committee Report
|
61
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Other Matters
|
61
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Annexure A
|
62
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Annexure B
|
63
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Annexure C
|
84
|
o
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by following the instructions for Internet voting printed on your proxy card;
|
o
|
by using the telephone number printed on your proxy card; or
|
o
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by completing the enclosed proxy card, signing and dating it and mailing it in the enclosed postage-prepaid envelope
|
o
|
filing a written notice of revocation bearing a later date than the previously submitted proxy which is received by the Secretary of the Company at or before the taking of the vote at the Annual Meeting;
|
o
|
duly executing a later dated proxy relating to the same shares and delivering it to the Secretary of the Company at or before the taking of the vote at the Annual Meeting;
|
o
|
submitting another proxy by telephone or via the Internet (your latest telephone or Internet voting instructions are followed); or
|
o
|
attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a previously submitted proxy).
|
o
|
The affirmative vote of a plurality of the votes duly cast is required for the election of directors.
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o
|
The affirmative vote of a majority of the votes duly cast is required to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company.
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o
|
The affirmative vote of a majority of the votes duly cast is required to approve, on an advisory basis, the compensation of the Company’s named executive officers. While this vote is advisory and not binding on us or our Board, the Board and Compensation Committee intend to take into account the outcome of the vote when considering future executive compensation arrangements.
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o
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The affirmative vote of a majority of the votes duly cast is required to adopt the Company’s 2014 Equity Incentive Plan.
|
o
|
The affirmative vote of a majority of the votes duly cast is required to adopt the Company’s Master Cash Performance Bonus Plan.
|
Name
|
Age
|
Director
Since
|
Principal Occupation
|
|||
Michael R. Hsing
|
53
|
1997
|
Chairman of the Board, President and Chief Executive Officer of the Company / Nominee
|
|||
James C. Moyer
|
70
|
1998
|
Chief Design Engineer of the Company and Director
|
|||
Herbert Chang (1)(3)
|
51
|
1999
|
Lead Director / Nominee
|
|||
Eugen Elmiger (3)
|
49
|
2012
|
Director / Nominee
|
|||
Victor K. Lee (2)
|
56
|
2006
|
Director
|
|||
Douglas McBurnie (2)(3)
|
70
|
2007
|
Director
|
|||
Karen A. Smith Bogart (1)(3)
|
56
|
2007
|
Director
|
|||
Dr. Jeff Zhou (1)(2)
|
58
|
2010
|
Director
|
(1)
|
Member of the Compensation Committee
|
(2)
|
Member of the Audit Committee
|
(3)
|
Member of the Nominating and Governance Committee
|
1.
|
Possess a professional background that would enable the development of a deep understanding of our business;
|
2.
|
Bring diversity to the Board through their experiences in various industries, both domestically and internationally;
|
3.
|
Are independent thinkers and work well together;
|
4.
|
Have the ability to embrace our values and culture;
|
5.
|
Have high ethical standards;
|
6.
|
Possess sound business judgment and acumen; and
|
7.
|
Are willing to commit their time and resources necessary for the Board to effectively fulfill its responsibilities.
|
Michael R. Hsing:
|
Mr. Hsing, the co-founder of the Company, is a visionary in power management technology as well as a strong leader, motivator and successful entrepreneur. Mr. Hsing provides the Board with valuable insight into management’s perspective with respect to the Company’s operations, and he provides the Board with the most comprehensive view of the Company’s operational history over the past few years. Under his leadership, the Company has experienced significant revenue growth and has been highly profitable. Since the Company’s initial public offering in 2004, stockholder value measured by market capitalization has increased significantly. Having worked in the semiconductor industry for over 25 years, Mr. Hsing’s experience and insight enable him to understand how to control costs effectively and maximize the Company’s technology advantages, which has helped to fuel the Company’s growth and created value for our stockholders. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Hsing should serve as a director of the Company.
|
James C. Moyer:
|
Mr. Moyer is a technical expert in the design of analog semiconductors. As co-founder of the Company, Mr. Moyer is intimately familiar with the Company and our products. Mr. Moyer brings insight to the Board because of his cumulative experience gained as an engineer and technical leader in the semiconductor industry. This experience gives him a highly developed understanding of the needs and requirements of the analog market for the Company’s complex products and allows him as a director to lead the Company in the right direction in terms of strategy and business approach. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Moyer should serve as a director of the Company.
|
Herbert Chang:
|
Mr. Chang has been a member of the Board since 1999, which gives him significant knowledge of our recent experiences and history. We also continue to benefit from the broad experience gained by Mr. Chang through his numerous successful investments in both public and private high-technology companies. Mr. Chang has served on several boards of the companies in which he has invested, which has given him significant leadership and oversight experience. In addition, through these board and investor responsibilities, Mr. Chang has developed a deep knowledge of the Company’s industry, the Company’s operations, and the accompanying complex financial transactions and controls necessary for us to succeed. Mr. Chang’s financial expertise has also helped the Board analyze significant complex financial transactions that the Company has considered from time to time. Mr. Chang also has very relevant international experience based on his educational background and work experience in the countries where the Company does business. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Chang should serve as a director of the Company.
|
Eugen Elmiger
|
Mr. Elmiger is a seasoned business executive with over 20 years of experience, including extensive international marketing, sales and product management expertise, executive board experience, knowledge of high-tech component business and technology, broad global experience and operational and strategic planning experience in complex, high-growth global companies. This experience allows him to contribute his valuable executive leadership talent and understanding of international business to Board deliberations. His industrial, medical and automotive background is a valuable asset to the Board as the Company expands its business in these markets. Mr. Elmiger’s appointment to the Board also allows him to bring a new perspective, new ideas and new outlooks to the Board. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Elmiger should serve as a director of the Company.
|
Victor K. Lee:
|
Mr. Lee is the audit committee financial expert on the Audit Committee of the Board. He has been the Chief Financial Officer at several public and private companies, and has worked in the semiconductor industry for over 25 years. Mr. Lee is familiar with not only the inner workings of the industry, but also has intimate knowledge of the financial issues that semiconductor companies often face. His experience has allowed him to understand the broad issues, in particular those affecting the financial and accounting aspects of our business, that the Board must consider and to make sound recommendations to the Company’s management and the Board. Mr. Lee also provides the Board with valuable insight into financial management, disclosure issues and tax matters relevant to our business. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. Lee should serve as a director of the Company.
|
Douglas McBurnie:
|
Mr. McBurnie possesses over 35 years of experience in the semiconductor industry, primarily in executive positions, which has given him valuable executive leadership experience. His understanding of the market and the competitive landscape in which the Company operates is a valuable asset to our Board in understanding how to help the Company succeed. Mr. McBurnie also served on a board of a public company and understands the importance of corporate governance as a result of this service. His experience as a director of another publicly held semiconductor company is valuable in providing insight on effective management and best practices techniques for our Board and committees of the Board. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Mr. McBurnie should serve as a director of the Company.
|
Karen A. Smith Bogart:
|
Ms. Smith Bogart has held senior executive positions at several domestic and multi-national companies in various industries, which has given her significant executive leadership experience. She is a seasoned entrepreneur, which allows her to see issues from the perspective of the Company’s investors, and has experience outside of the semiconductor industry. Ms. Smith Bogart has international experience in countries where MPS operates and understands the Company’s multi-national culture. Ms. Smith Bogart’s experiences outside of the semiconductor industry have enabled her to bring a different perspective, with creative and different ideas, when addressing issues that the Board faces. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Ms. Smith Bogart should serve as a director of the Company.
|
Dr. Jeff Zhou:
|
Dr. Zhou is a senior business executive with over 20 years of industry experience at large, multi-national corporations with global footprints. Dr. Zhou has an extensive background in the global manufacturing and electronics industry. This experience allows him to contribute his valuable executive leadership talent and understanding of international business to Board deliberations. Dr. Zhou’s appointment to the Board also allows him to bring a new perspective, new ideas and new outlooks to the Board. Based on the Board’s identification of these qualifications, skills and experiences, the Board has concluded that Dr. Zhou should serve as a director of the Company.
|
1.
|
Reviewing meeting agendas, schedules, and information sent to the Board;
|
2.
|
Retaining independent advisors on behalf of the Board, or committees, as the Board may determine is necessary or appropriate;
|
3.
|
Ensuring personal availability for consultation and communication with independent directors and with the Chairman of the Board, as appropriate;
|
4.
|
Performing such other functions as the independent directors may designate from time to time;
|
5.
|
Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;
|
6.
|
Serving as liaison between the Chairman and independent directors;
|
7.
|
Calling meetings of independent directors; and
|
8.
|
Ensuring that the Board is at least two-thirds independent and that key committees are independent.
|
Annual Board Retainer Fee
|
$35,000
|
Lead Director Fee
|
$12,000
|
Compensation Committee Chairperson Fee
|
$15,500 (plus $10,000 incremental stipend)
|
Compensation Committee Membership Fee (excluding Chairperson)
|
$7,000
|
Nominating and Governance Committee Chairperson Fee
|
$13,500 (plus $10,000 incremental stipend)
|
Nominating and Governance Committee Membership Fee (excluding Chairperson)
|
$6,000
|
Audit Committee Chairperson Fee
|
$22,500
|
Audit Committee Membership Fee (excluding Chairperson)
|
$10,500
|
Initial Grant to New Directors
|
5,000 restricted stock units (“RSUs”)
|
Annual Grant to Incumbent Directors
|
RSU number equivalent to $85,000 divided by closing stock price on the first day of the open trading window.
|
Non-Employee
Directors
|
Fees Earned or
Paid in Cash
|
Stock Awards
(1)
|
Option Awards (1)
|
Total Excluding Dividend Adjustments (2)
|
||||||||||||
Karen A. Smith Bogart
|
$ | 65,500 | $ | 84,999 | $ | --- | $ | 150,499 | ||||||||
Herbert Chang
|
$ | 60,000 | $ | 84,999 | $ | --- | $ | 144,999 | ||||||||
Eugen Elmiger
|
$ | 20,500 | $ | 94,050 | $ | --- | $ | 114,550 | ||||||||
Victor Lee
|
$ | 57,500 | $ | 84,999 | $ | --- | $ | 142,499 | ||||||||
Douglas McBurnie
|
$ | 51,500 | $ | 84,999 | $ | --- | $ | 136,499 | ||||||||
Jeff Zhou
|
$ | 71,000 | $ | 84,999 | $ | --- | $ | 155,999 |
|
(1)
|
Reflects the aggregate grant date fair value of awards granted in 2012, computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718. The following table summarizes the number of outstanding stock awards and option awards held by each of the non-employee directors as of December 31, 2012:
|
Non-Employee
Directors
|
Stock
Awards
|
Option
Awards
|
||||||
Karen A. Smith Bogart
|
5,062 | 73,29 0 | ||||||
Herbert Chang
|
5,062 | 17, 799 | ||||||
Eugen Elmiger
|
5,235 | -- | ||||||
Victor Lee
|
5,062 | 99,4 65 | ||||||
Douglas McBurnie
|
5,062 | 8 8,995 | ||||||
Jeff Zhou
|
5,062 | 41,88 0 |
|
(2)
|
On December 11, 2012, the Company’s Board declared a special cash dividend of $1.00 per common share, which was paid on December 28, 2012 to all stockholders of record as of the close of business on December 21, 2012. Holders of unvested RSUs and outstanding options did not receive this special cash dividend but the Company’s Board approved a modification of unvested RSUs whereby the number of units covered by each unvested RSU as of December 28, 2012 was increased by a ratio of 1.0471. In addition, the Board approved a modification whereby the number of shares subject to each outstanding option as of December 28, 2012 was increased by a ratio of 1.0471 with a corresponding reduction in the exercise price. The purpose of the adjustments was to prevent dilution in the value of the awards due to the decrease in share value resulting from the dividend. The incremental fair value as a result of the modifications, computed in accordance with FASB ASC Topic 718, is as follows:
|
Non-Employee
Directors
|
Stock Awards
|
Option Awards
|
Total Dividend Adjustments
|
|||||||||
Karen A. Smith Bogart
|
$ | 4,899 | $ | 50,851 | $ | 55,750 | ||||||
Herbert Chang
|
$ | 4,899 | $ | 10,359 | $ | 15,258 | ||||||
Eugen Elmiger
|
$ | 5,082 | $ | --- | $ | 5,082 | ||||||
Victor Lee
|
$ | 4,899 | $ | 76,400 | $ | 81,299 | ||||||
Douglas McBurnie
|
$ | 4,899 | $ | 65,174 | $ | 70,073 | ||||||
Jeff Zhou
|
$ | 4,899 | $ | 28,039 | $ | 32,938 |
2012
|
2011
|
|||||||
Audit fees
|
$ | 955 | $ | 955 | ||||
Audit-related fees
|
76 | 57 | ||||||
Tax fees
|
75 | 177 | ||||||
All other fees
|
-- | 35 | ||||||
Total
|
$ | 1,106 | $ | 1,224 |
Name of Beneficial Owner
|
Number of Shares Beneficially Owned
|
Percent of Shares Beneficially Owned (1)
|
||||||
Named Executive Officers and Directors:
|
||||||||
Michael R. Hsing (2)
|
2,069,301 | 6 | % | |||||
James C. Moyer (3)
|
1,464,525 | 4 | % | |||||
Maurice Sciammas (4)
|
504,988 | 1 | % | |||||
Deming Xiao (5)
|
461,159 | 1 | % | |||||
Saria Tseng (6)
|
172,006 | * | ||||||
Meera Rao (7)
|
133,345 | * | ||||||
Victor K. Lee (8)
|
109,056 | * | ||||||
Herbert Chang (9)
|
98,762 | * | ||||||
Karen A. Smith Bogart (10)
|
88,081 | * | ||||||
Douglas McBurnie (11)
|
68,025 | * | ||||||
Jeff Zhou (12)
|
53,171 | * | ||||||
Eugen Elmiger (13)
|
5,000 | * | ||||||
All directors and executive officers as a group (12 persons) (14)
|
5,227,419 | 14 | % | |||||
5% stockholders:
|
||||||||
FMR LLC (15) (21)
|
5,320,137 | 14 | % | |||||
Columbia Wanger Asset Management, LLC (16) (21)
|
2,295,000 | 6 | % | |||||
BlackRock Inc. (17) (21)
|
2,296,058 | 6 | % | |||||
Frontier Capital Management Co., LLC (18) (21)
|
2,078,206 | 6 | % | |||||
Adage Capital Partners, L.P. (19) (22)
|
2,044,527 | 6 | % | |||||
The Vanguard Group (20) (21)
|
1,975,506 | 5 | % |
(1)
|
Based on 36,726,997 shares of our common stock outstanding on April 5, 2013. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options and restricted stock units held by that person that are currently exercisable or become exercisable within 60 days of April 5, 2013 are considered to be outstanding and beneficially owned by such person. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
|
(2)
|
Includes (i) 465,566 shares held of record by Michael Hsing and Sharon Z. Hsing, husband and wife, as joint tenants, (ii) 133,040 shares held of record by Michael Hsing and Sharon Hsing, Co-Trustees of the Michael Hsing 2004 Trust, (iii) 133,040 shares held of record by Michael Hsing and Sharon Hsing, Co-Trustees of the Sharon Hsing 2004 Trust, (iv) 33,000 shares held of record by the Hsing Family Foundation, (v) 602,057 shares of our common stock issuable under options exercisable within 60 days of April 5, 2013, and (vi) 15,567 shares of restricted stock units scheduled to release within 60 days of April 5, 2013.
|
(3)
|
Includes (i) 437,283 shares held in the Moyer Family Revocable Trust and (ii) 20,941 shares of our common stock issuable under options exercisable within 60 days of April 5, 2013.
|
(4)
|
Includes (i) 44,004 shares held of record by Maurice Sciammas and Christina Sciammas, Co-Trustees of the Sciammas Family Living Trust, (ii) 14,371 shares held of record by Maurice Sciammas and Christina Sciammas, Co-Trustees of the Maurice Sciammas 2004 Trust, (iii) 14,371 shares held of record by Maurice Sciammas and Christina Sciammas, Co-Trustees of the Christina Sciammas 2004 Trust, (iv) 273,456 shares of our common stock issuable under options exercisable within 60 days of April 5, 2013, and (v) 8,638 shares of restricted stock units scheduled to release within 60 days of April 5, 2013.
|
(5)
|
Includes (i) 12,688 shares owned by Julia Chu, Mr. Xiao’s wife, (ii) 282,907 shares of our common stock issuable under options exercisable within 60 days of April 5, 2013, and (iii) 10,172 shares of restricted stock units scheduled to release within 60 days of April 5, 2013.
|
(6)
|
Includes (i) 3,000 shares held of record by the Saria Tseng Charity Fund, (ii) 42,198 shares of our common stock issuable under options exercisable within 60 days of April 5, 2013, and (iii) 8,246 shares of restricted stock units scheduled to release within 60 days of April 5, 2013.
|
(7)
|
Includes (i) 1,429 shares of our common stock issuable upon options exercisable within 60 days of April 5, 2013, and (ii) 8,135 shares of restricted stock units scheduled to release within 60 days of April 5, 2013.
|
(8)
|
Includes (i) 94,467 shares of our common stock issuable upon options exercisable within 60 days of April 5, 2013, and (ii) no shares of restricted stock units scheduled to release within 60 days of April 5, 2013.
|
(9)
|
Includes (i) 7,500 shares of our common stock issuable upon options exercisable within 60 days of April 5, 2013, and (ii) no shares of restricted stock units scheduled to release within 60 days of April 5, 2013.
|
(10)
|
Includes (i) 73,292 shares of our common stock issuable upon options exercisable within 60 days of April 5, 2013, and (ii) no shares of restricted stock units scheduled to release within 60 days of April 5, 2013.
|
(11)
|
Includes (i) 63,998 shares of our common stock issuable upon options exercisable within 60 days of April 5, 2013, and (ii) no shares of restricted stock units scheduled to release within 60 days of April 5, 2013.
|
(12)
|
Includes (i) 41,882 shares of our common stock issuable under options exercisable within 60 days of April 5, 2013, and (ii) no shares of restricted stock units scheduled to release within 60 days of April 5, 2013.
|
(13)
|
Includes (i) no shares of our common stock issuable under options exercisable within 60 days of April 5, 2013, and (ii) no shares of restricted stock units scheduled to release within 60 days of April 5, 2013.
|
(14)
|
Includes (i) 1,504,127 shares of our common stock issuable under options exercisable within 60 days of April 5, 2013, and (ii) 50,758 shares of restricted stock units scheduled to release within 60 days of April 5, 2013.
|
(15)
|
Pursuant to a 13G/A filed with the SEC on February 14, 2013, FMR LLC beneficially owns 5,320,137 shares and has sole voting power over 2,071,224 shares and sole dispositive power over 5,320,137 shares.
|
(16)
|
Pursuant to a 13G/A filed with the SEC on February 14, 2013, Columbia Wanger Asset Management, LLC beneficially owns 2,295,000 shares and has sole voting power over 2,062,000 shares and sole dispositive power over 2,295,000 shares.
|
(17)
|
Pursuant to a 13G/A filed with the SEC on February 5, 2013, BlackRock, Inc. beneficially owns 2,296,058 shares and has sole voting over 2,296,058 shares and sole dispositive power over 2,296,058 shares.
|
(18)
|
Pursuant to a 13G/A filed with the SEC on February 14, 2013, Frontier Capital Management Co., LLC. beneficially owns 2,078,206 shares and has sole voting power over 1,399,456 shares and sole dispositive power over 2,078,206 shares.
|
(19)
|
Pursuant to a 13G filed with the SEC on April 8, 2013, Adage Capital Partners, L.P. beneficially owns 2,044,527 shares and has shared voting power over 2,044,527 shares and shared dispositive power over 2,044,527 shares.
|
(20)
|
Pursuant to a 13G/A filed with the SEC on February 12, 2013, The Vanguard Group beneficially owns 1,975,506 shares and has sole voting power over 44,107 shares and sole dispositive power over 1,933,399 shares.
|
(21)
|
Represents ownership as of December 31, 2012 obtained from Form 13G/A filings. The ownership as of April 5, 2013 was not publicly available.
|
(22)
|
Represents ownership as of March 28, 2013 obtained from Form 13G filings. The ownership as of April 5, 2013 was not publicly available.
|
|
·
|
Michael R. Hsing, Chief Executive Officer, President and Chairman of the Board;
|
|
·
|
Meera Rao, Chief Financial Officer;
|
|
·
|
Deming Xiao, President of MPS Asia Operations;
|
|
·
|
Maurice Sciammas, Senior Vice President of Worldwide Sales and Marketing; and
|
|
·
|
Saria Tseng, Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary.
|
|
·
|
motivate and reward them for sustained financial and operating performance and leadership excellence;
|
|
·
|
align their interests with those of our stockholders;
|
|
·
|
encourage our NEOs to focus on achieving both short-term goals as well as long-term developmental goals; and
|
|
·
|
encourage our NEOs to remain with the Company for long and productive careers.
|
|
·
|
We increased the percentage of the CEO’s equity compensation that is earned based on pre-established performance goals to 50%, and we used long-term performance goals that focus on the Company’s growth and profitability (as described below). As a result, more than 50% of the target value of the CEO’s short-term and long-term incentives for 2012 and 2013 is subject to performance. Below is a table of the five years history of the CEO’s compensation compared to the Company’s performance in revenue and operating income:
|
(1)
|
On December 11, 2012, the Company’s Board declared a special cash dividend of $1.00 per common share, which was paid on December 28, 2012 to all stockholders of record as of the close of business on December 21, 2012. Holders of unvested RSUs and outstanding options did not receive this special cash dividend but the Company’s Board approved a modification of unvested RSUs whereby the number of units covered by each unvested RSU as of December 28, 2012 was increased by a ratio of 1.0471. In addition, the Board approved a modification whereby the number of shares subject to each outstanding option as of December 28, 2012 was increased by a ratio of 1.0471 with a corresponding reduction in the exercise price. The purpose of the adjustments was to prevent dilution in the value of the awards due to the decrease in share value resulting from the dividend. The dividend adjustments reflect the incremental fair value as a result of the modifications, computed in accordance with FASB ASC Topic 718.
|
|
(2)
|
The reconciliation of GAAP operating income to Non-GAAP operating income and related disclosures are provided in Annexure A.
|
|
·
|
We imposed restrictions on the maximum cash bonus the Compensation Committee can award to the executives based on pre-established performance criteria. We eliminated the Compensation Committee’s ability to exercise upward discretion with regard to exceeding maximum cash bonuses under the program, even though the Compensation Committee had never exercised any upward discretion to adjust cash incentive awards to a level exceeding the maximum cash bonuses paid to our NEOs under the program. In fact, the Compensation Committee has, several times in the past, exercised its negative discretion and significantly reduced the earned payout to the executives to reflect market conditions and/or the Company’s overall performance. In 2012, the Compensation Committee again exercised its negative discretion and reduced the achieved short-term compensation by as much as 19%. The Compensation Committee continues to have the ability to exercise its negative discretion, but does not have the upward discretion to award cash exceeding the maximum cash bonus.
|
|
·
|
50% of the number of shares subject to equity compensation awards that may be earned by each of our NEOs will be in the form of performance-based equity awards, rather than awards that vest based solely on the passage of time. The performance metrics for these awards are based on the Company’s long-term performance in revenue growth, as pre-set at the beginning of the performance period by the Board, which is generally over a two-year period, and an overall “modifier” based on the Company’s performance relative to its peers, as measured by total stockholder return, or “TSR.” These performance-based equity awards will only be earned if the Company meets certain revenue targets and can be forfeited entirely if certain minimum revenue targets are not met at the end of the two-year period. In addition, these awards can be earned at a maximum 300% of the target if certain significant stretch revenue goals are met at the end of the two-year period.
|
|
·
|
We adopted different metrics that are used to determine the short term performance-based incentive from the long-term performance-based incentive. The short term performance-based cash incentive compensation payable to all of our NEOs is based on the Company’s performance in operating income, as pre-set at the beginning of the performance period by the Board. The use of the operating income metric in our short-term incentive plan, combined with the use of revenue growth and/or TSR performance metrics in our long-term incentive plan, will provide a balanced approach that seeks to reward our executives for achieving the Company’s financial objectives, without taking excessive risk.
|
|
·
|
We adopted a Compensation Recoupment Policy, which we refer to as a “clawback policy,” that permits the Board to recoup any excess performance-based cash compensation paid to key members of our executive team if the financial results on which the performance-based cash compensation awards were based are restated due to fraud or intentional misconduct by the executive;
|
|
·
|
We adopted significant stock ownership guidelines that are applicable to our NEOs;
|
|
·
|
We have not entered into or modified any employment, severance, or other agreements that provide for an excise tax gross-up payment since 2008; and
|
|
·
|
We adopted a policy prohibiting our directors and officers (including our NEOs) from engaging in certain hedging and monetization transactions with respect to the Company securities that they hold without prior Board approval. The policy also prohibits our directors and officers (including our NEOs) from engaging in any short sales of the Company’s securities.
|
|
·
|
Revenue grew 8.8% to $213.8 million in 2012, outperforming the analog industry with the Semiconductor Industry Association estimating that total analog industry revenue shrank 7.2%.
|
|
·
|
Gross margin increased from 51.7% in 2011 to 52.9% in 2012.
|
|
·
|
Operating income was $17.3 million in 2012, representing a 28.8% increase over 2011.
|
|
·
|
Diluted EPS was $0.43 per share in 2012, representing a 13.2% increase over 2011.
|
|
·
|
We grew revenue in each of our targeted market segments – industrial, computing, and communications.
|
|
·
|
Our performance in the industrial markets was fueled by increased product sales for applications in smart meters and general industrial, as well as commercial LED lighting. We have seen significant design win activities in building automation, security, appliances, environmental controls and automotive markets.
|
|
·
|
In the computing markets, we have been able to grow storage revenue and our industry leading point of load products have gained wide acceptance in servers and ultrabooks.
|
|
·
|
In the communications markets, we introduced additional ease of use power module products targeting high efficiency and space constrained applications. These products have generated great interest from networking as well as top tier customers in other market segments.
|
|
·
|
We launched our next generation BCD4 process technology which represents as much as a 50% die size reduction from our BCD3 technology. BCD3 technology leapfrogged the competition and BCD4 will enable us to deliver the highest power density products in the semiconductor industry greatly reducing system size and complexity.
|
|
·
|
compensation levels remain at competitive levels for our CEO and the other NEOs;
|
|
·
|
the compensation provided to our NEOs remains consistent with the level of performance delivered by the Company and our NEOs individually; and
|
|
·
|
the mix of cash and equity-based compensation with different performance measurement criteria provides the proper incentive to our NEOs without encouraging excessive risk taking.
|
Compensation Component
|
Objectives Associated with the
Compensation Component
|
Key Features of the
Compensation Component
|
||
Base salary
|
• |
Designed to reward individual effort associated with job-related duties and to attract and retain talented executive officers.
|
• |
Paid in cash.
|
Short-term cash
incentive compensation
|
• |
Designed to encourage outstanding individual and Company performance by motivating the NEOs to achieve short-term Company and individual goals.
|
• |
Paid in cash as bonus based on the achievement of the Company’s operating income targets, as well as achieving certain corporate and individual goals.
|
Long-term
incentive compensation
|
• |
Designed to align the interests of our executives with the interests of the stockholders focusing on the Company’s long-term revenue performance and stockholder return.
|
● |
Our long-term incentive compensation consists of restricted stock units (“RSUs”). In determining the number of RSUs granted to each of the NEOs, the Compensation Committee establishes the aggregate value of the RSUs granted based on an individual multiple of each NEO’s target cash compensation. The multiple was determined based on the position and responsibility of each NEO.
|
2012 Industry Peer Group Companies
|
Anadigics, Inc.
|
Applied Micro Circuits Corporation
|
Cavium, Inc.
|
DSP Group, Inc.
|
Entropic Communications, Inc.
|
Exar Corporation
|
Hittite Microwave Corporation
|
Lattice Semiconductor Corporation
|
LTX-Credence Corporation
|
Micrel, Inc.
|
PLX Technology, Inc.
|
Pericom Semiconductor Corporation
|
Power Integrations, Inc.
|
Rudolph Technologies, Inc.
|
Sigma Designs, Inc.
|
Silicon Image, Inc.
|
Vitesse Semiconductor Corporation
|
Volterra Semiconductor Corporation
|
|
(1)
|
On December 11, 2012, the Company’s Board declared a special cash dividend of $1.00 per common share, which was paid on December 28, 2012 to all stockholders of record as of the close of business on December 21, 2012. Holders of unvested RSUs and outstanding options did not receive this special cash dividend, but the Company’s Board approved a modification of unvested RSUs whereby the number of units covered by each unvested RSU as of December 28, 2012 was increased by a ratio of 1.0471. In addition, the Board approved a modification whereby the number of shares subject to each outstanding option as of December 28, 2012 was increased by a ratio of 1.0471 with a corresponding reduction in the exercise price. The purpose of the adjustments was to prevent dilution in the value of the awards due to the decrease in share value resulting from the dividend. The dividend adjustments reflect the incremental fair value as a result of the modifications, computed in accordance with FASB ASC Topic 718.
|
NEOs
|
2012
Base Salary
|
2011
Base Salary
|
% Increase
|
|||||||||
Michael Hsing
|
$ | 448,000 | $ | 400,000 | 12 | % | ||||||
Meera Rao
|
$ | 260,000 | $ | 260,000 | 0 | % | ||||||
Deming Xiao
|
$ | 340,000 | $ | 320,000 | 6 | % | ||||||
Maurice Sciammas
|
$ | 300,000 | $ | 300,000 | 0 | % | ||||||
Saria Tseng
|
$ | 300,000 | $ | 260,000 | 15 | % |
|
1.
|
A target financial bonus as a percentage of base salary was established for each of the NEOs based on the approved annual operating plan. If the Company achieved 80% or less of the target non-GAAP operating income, zero financial bonus would be earned. If the Company achieved $27.4 million in non-GAAP operating income, then 100% of the target financial bonus would be earned. If the Company achieved 115% of the target non-GAAP operating income, then the maximum financial bonus would be earned. The Compensation Committee elected to reduce the maximum financial bonus from 250% of target in 2011 to 200% of target in 2012. If the Company achieved results between the maximum and target or target and threshold levels, then the amount of payout would be determined based on straight-line mathematical interpolation.
|
|
2.
|
The CEO’s total target bonus opportunity was reduced from 125% of base salary in 2011 to 100% of base salary in 2012, which was based on the Company’s non-GAAP operating income and the Company’s overall performance as determined by the Compensation Committee and approved by the Board.
|
|
3.
|
For the rest of the NEOs for 2012, their total target bonus consisted of two components: a financial bonus and a bonus based on the achievement of management objectives (“MBOs”). In addition, the CEO could recommend that the Compensation Committee award a special discretionary bonus not to exceed 10% of each NEO’s target bonus for extraordinary performance. Specifically,
|
|
a.
|
The total target bonus for each other NEO was 80% of the executive’s annual base salary;
|
|
b.
|
The financial bonus accounted for 50% of the NEO’s total target bonus and was to be earned in equal amounts based on the Company’s non-GAAP operating income targets, as established in the approved annual operating plan (see #1 above).
|
|
c.
|
The MBO bonus accounted for 50% of the NEO’s total target bonus and was to be earned based on achievement of each officer’s individual management objectives, as determined by the CEO and approved by the Compensation Committee.
|
NEOs
|
Total
Target
Bonus
|
Total
Bonus
Achieved
|
Actual
Bonus Payout Approved by the Compensation Committee
|
|||||||||
Michael Hsing
|
$ | 448,000 | $ | 896,000 | $ | 841,260 | ||||||
Meera Rao
|
$ | 208,000 | $ | 332,800 | $ | 309,693 | ||||||
Deming Xiao
|
$ | 272,000 | $ | 435,200 | $ | 354,138 | ||||||
Maurice Sciammas
|
$ | 240,000 | $ | 384,000 | $ | 365,338 | ||||||
Saria Tseng
|
$ | 240,000 | $ | 384,000 | $ | 375,338 |
Dividend Adjustments (1)
|
||||||||||||||||||||||||
NEOs
|
Time-Based RSUs
|
Target
Performance Share Units
|
Total
|
Time-Based RSUs and Performance Share Units
|
Stock Options
|
Total Equity Awards
with Dividend Adjustments
|
||||||||||||||||||
Michael Hsing
|
76,451 | 76,450 | 152,901 | 13,353 | 27,057 | 193,311 | ||||||||||||||||||
Meera Rao
|
22,244 | 22,243 | 44,487 | 3,764 | 1,429 | 49,680 | ||||||||||||||||||
Deming Xiao
|
32,724 | 32,723 | 65,447 | 5,110 | 12,721 | 83,278 | ||||||||||||||||||
Maurice Sciammas
|
25,666 | 25,665 | 51,331 | 3,905 | 13,901 | 69,137 | ||||||||||||||||||
Saria Tseng
|
25,666 | 25,665 | 51,331 | 3,723 | 3,048 | 58,102 |
|
(1)
|
On December 11, 2012, the Company’s Board declared a special cash dividend of $1.00 per common share, which was paid on December 28, 2012 to all stockholders of record as of the close of business on December 21, 2012. Holders of unvested RSUs and outstanding options did not receive this special cash dividend, but the Company’s Board approved a modification of unvested RSUs whereby the number of units covered by each unvested RSU as of December 28, 2012 was increased by a ratio of 1.0471. In addition, the Board approved a modification whereby the number of shares subject to each outstanding option as of December 28, 2012 was increased by a ratio of 1.0471 with a corresponding reduction in the exercise price. The purpose of the adjustments was to prevent dilution in the value of the awards due to the decrease in share value resulting from the dividend. The dividend adjustments reflect the incremental shares granted as a result of the modifications.
|
|
·
|
50% of the RSUs are time-based equity awards which vest quarterly over two years (the “Time-based RSUs”).
|
|
·
|
The remaining 50% of the RSU awards is a target number of RSUs to be earned in the first quarter of 2014 upon achievement of a pre-determined performance target (the “PSUs”), half of which will vest when earned, with the remainder vesting quarterly over another two years thereafter.
|
|
1.
|
The performance period will be calendar years 2012 and 2013. Achievement of the pre-established performance metric will be determined based on the annual financial results for 2013, and the relative TSR of the Company as compared to the compensation peer group over the two-year performance period from the beginning of the performance period to the end of 2013.
|
|
2.
|
The target performance metric is $225 million in revenue in 2013. If the target performance metric is met, the NEOs will be eligible to earn 100% of the target PSU awards.
|
|
3.
|
The maximum performance metric is $280 million in revenue in 2013. If the maximum performance metric is met, the NEOs will be eligible to earn 300% of the target PSU awards.
|
|
4.
|
If the Company’s revenue is $204 million or below in 2013, the NEOs will earn 0% of the target PSU awards.
|
|
5.
|
If, at the end of the performance period, the Company’s TSR is below the 50
th
percentile of the comparative TSR of the compensation peer group and at or above the 25
th
percentile of the comparative TSR of the compensation peer group, then the amount of PSUs earned as determined by the achievement of revenue goals as described above will be reduced by another 10% of the amount.
|
|
6.
|
If, at the end of the performance period, the Company’s TSR is below the 25
th
percentile of the comparative TSR of the compensation peer group, then the amount of PSUs earned as determined by the achievement of revenue goals as described above will be reduced by another 15% of the amount.
|
|
7.
|
No upward adjustment will be made to the PSUs earned if the Company’s TSR is at or exceeds the 50
th
percentile of the Company’s compensation peer group.
|
NEOs
|
|
Stock Ownership
Guideline
|
||
Michael Hsing
|
|
5 x base salary
|
|
|
Meera Rao
|
|
2 x base salary
|
|
|
Deming Xiao
|
|
2 x base salary
|
|
|
Maurice Sciammas
|
|
2 x base salary
|
|
|
Saria Tseng
|
|
2 x base salary
|
|
NEOs
|
Year
|
Salary
|
Stock Awards
(1)
|
Option Awards
|
Non-Equity Incentive Plan Compensation (2)
|
All Other Compensation
|
Total Excluding Dividend Adjustments (3)
|
||||||||||||||||||
Michael R. Hsing
|
2012
|
$ | 448,000 | $ | 2,688,000 | $ | --- | $ | 841,260 | $ | --- | $ | 3,977,260 | ||||||||||||
2011
|
$ | 400,000 | $ | 2,400,570 | $ | --- | $ | 455,000 | $ | --- | $ | 3,255,570 | |||||||||||||
2010
|
$ | 400,000 | $ | 4,575,500 | $ | --- | $ | 650,000 | $ | --- | $ | 5,625,500 | |||||||||||||
Meera Rao (4)
|
2012
|
$ | 260,000 | $ | 782,082 | $ | --- | $ | 309,693 | $ | --- | $ | 1,351,775 | ||||||||||||
2011
|
$ | 253,774 | $ | 925,710 | $ | --- | $ | 185,000 | $ | --- | $ | 1,364,484 | |||||||||||||
2010
|
$ | --- | $ | --- | $ | --- | $ | --- | $ | --- | $ | --- | |||||||||||||
Deming Xiao
|
2012
|
$ | 340,000 | $ | 1,150,558 | $ | --- | $ | 354,138 | $ | 88,089 | (6) | $ | 1,932,785 | |||||||||||
2011
|
$ | 320,000 | $ | 925,710 | $ | --- | $ | 304,000 | $ | --- | $ | 1,549,710 | |||||||||||||
2010
|
$ | 317,231 | $ | 1,381,240 | $ | --- | $ | 360,000 | $ | --- | $ | 2,058,471 | |||||||||||||
Maurice Sciammas
|
2012
|
$ | 300,000 | $ | 902,399 | $ | --- | $ | 365,338 | $ | --- | $ | 1,567,737 | ||||||||||||
2011
|
$ | 300,000 | $ | 768,810 | $ | --- | $ | 260,000 | $ | --- | $ | 1,328,810 | |||||||||||||
2010
|
$ | 300,000 | $ | 793,700 | $ | --- | $ | 350,000 | $ | --- | $ | 1,443,700 | |||||||||||||
Saria Tseng (5)
|
2012
|
$ | 300,000 | $ | 902,399 | $ | --- | $ | 375,338 | $ | --- | $ | 1,577,737 | ||||||||||||
2011
|
$ | --- | $ | --- | $ | --- | $ | --- | $ | --- | $ | --- | |||||||||||||
2010
|
$ | --- | $ | --- | $ | --- | $ | --- | $ | --- | $ | --- |
(1)
|
The amounts reflect the aggregate fair value of the awards as of their grant date calculated in accordance with ASC Topic 718. The value was calculated by multiplying the closing price of the Company’s stock price on the grant date by the number of shares. For more information regarding the 2012 RSU awards, see the “Grants of Plan-Based Awards During the Year Ended December 31, 2012” table below and the “Compensation Discussion and Analysis” section above. The amounts shown exclude the impact of estimated forfeitures related to service-based conditions. Assumptions used in the calculation of these amounts are included in Note 6 to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 5, 2013.
|
(2)
|
The Non-Equity Incentive Plan Compensation amounts for the NEOs for 2012 were based on the Company’s non-equity incentive plan, the details o
f which are disclosed in the “Compensation Discussion and Analysis ― Short-Term Cash Incentive Compensation”
section above. These amounts have been approved by the Compensation Committee and take into consideration each individual’s performance as well as the Company’s achievement of non-GAAP operating income for the year ended December 31, 2012.
|
(3)
|
On December 11, 2012, the Company’s Board declared a special cash dividend of $1.00 per common share, which was paid on December 28, 2012 to all stockholders of record as of the close of business on December 21, 2012. Holders of unvested RSUs and outstanding options did not receive this special cash dividend, but the Company’s Board approved a modification of unvested RSUs whereby the number of units covered by each unvested RSU as of December 28, 2012 was increased by a ratio of 1.0471. In addition, the Board approved a modification whereby the number of shares subject to each outstanding option as of December 28, 2012 was increased by a ratio of 1.0471 with a corresponding reduction in the exercise price. The purpose of the adjustments was to prevent dilution in the value of the awards due to the decrease in share value resulting from the dividend. The incremental fair value as a result of the modifications, computed in accordance with FASB ASC Topic 718, is as follows:
|
NEOs
|
Year
|
Stock
Awards
|
Option
Awards
|
Total Dividend Adjustments
|
|||||||||
Michael R. Hsing
|
2012
|
$ | 288,158 | $ | 488,582 | $ | 776,740 | ||||||
2011
|
$ | --- | $ | --- | $ | --- | |||||||
2010
|
$ | --- | $ | --- | $ | --- | |||||||
Meera Rao
|
2012
|
$ | 81,226 | $ | 26,809 | $ | 108,035 | ||||||
2011
|
$ | --- | $ | --- | $ | --- | |||||||
2010
|
$ | --- | $ | --- | $ | --- | |||||||
Deming Xiao
|
2012
|
$ | 110,274 | $ | 239,976 | $ | 350,250 | ||||||
2011
|
$ | --- | $ | --- | $ | --- | |||||||
2010
|
$ | --- | $ | --- | $ | --- | |||||||
Maurice Sciammas
|
2012
|
$ | 84,269 | $ | 259,600 | $ | 343,869 | ||||||
2011
|
$ | --- | $ | --- | $ | --- | |||||||
2010
|
$ | --- | $ | --- | $ | --- | |||||||
Saria Tseng
|
2012
|
$ | 80,343 | $ | 58,721 | $ | 139,064 | ||||||
2011
|
$ | --- | $ | --- | $ | --- | |||||||
2010
|
$ | --- | $ | --- | $ | --- |
(4)
|
Ms. Rao became an NEO on her promotion to Chief Financial Officer in January 2011.
|
(5)
|
Ms. Tseng became an NEO in 2012.
|
(6)
|
This amount represents the Company’s reimbursement to Mr. Xiao’s housing expenses in Chengdu, China in connection with his extended stay in China due to his increased responsibilities.
|
Estimated future payouts under non-equity incentive plan awards (1)
|
Estimated future payouts under equity incentive
plan awards (2)
|
All other
stock awards:
|
All other option awards:
|
Exercise
or
base
|
Grant date
fair value
|
||||||||||||||||||||||||||||||||||||||
Name
|
Grant Date
|
Threshold
|
Target
|
Maximum
|
Threshold (#)
|
Target
(#)
|
Maximum
(#)
|
number of
shares of
stock or
units (#)
|
number of securities
underlying
options (#)
|
price of
option
awards
($/sh)
|
of stock
and
option
awards
|
||||||||||||||||||||||||||||||||
Michael Hsing
|
- | $ | 0 | $ | 448 000 | $ | 896,000 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
2/14/2012
|
- | - | - | 0 | 76,450 | 229,350 | - | - | - | $ | 1,343,991 | ||||||||||||||||||||||||||||||||
2/14/2012
|
- | - | - | - | - | - | 76,451 | - | - | $ | 1,344,009 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 2,941 | - | - | $ | 63,467 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 514 | - | - | $ | 11,092 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 4,050 | - | - | $ | 87,399 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 3,600 | - | - | $ | 77,688 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 2,248 | - | - | $ | 48,512 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 5,882 | $ | 12.40 | $ | 123,054 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 3,529 | $ | 17.92 | $ | 55,216 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 3,529 | $ | 14.89 | $ | 63,010 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 14,117 | $ | 15.03 | $ | 247,302 | |||||||||||||||||||||||||||||||
Meera Rao
|
- | $ | 0 | $ | 208,000 | $ | 332,800 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
2/14/2012
|
- | - | - | 0 | 22,243 | 66,729 | - | - | - | $ | 391,032 | ||||||||||||||||||||||||||||||||
2/14/2012
|
- | - | - | - | - | - | 22,244 | - | - | $ | 391,050 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 441 | - | - | $ | 9,517 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 61 | - | - | $ | 1,316 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 1,561 | - | - | $ | 33,686 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 1,047 | - | - | $ | 22,594 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 654 | - | - | $ | 14,113 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 1,429 | $ | 12.92 | $ | 26,809 | |||||||||||||||||||||||||||||||
Deming Xiao
|
- | $ | 0 | $ | 272,000 | $ | 435,200 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
2/14/2012
|
- | - | - | 0 | 32,723 | 98,169 | - | - | - | $ | 575,270 | ||||||||||||||||||||||||||||||||
2/14/2012
|
- | - | - | - | - | - | 32,724 | - | - | $ | 575,288 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 882 | - | - | $ | 19,034 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 164 | - | - | $ | 3,539 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 1,561 | - | - | $ | 33,686 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 1,541 | - | - | $ | 33,255 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 962 | - | - | $ | 20,760 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 80 | $ | 10.41 | $ | 1,660 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 2,127 | $ | 10.41 | $ | 43,934 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 3,294 | $ | 11.31 | $ | 71,046 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 1,882 | $ | 17.92 | $ | 29,448 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 1,103 | $ | 14.89 | $ | 19,698 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 4,235 | $ | 15.03 | $ | 74,190 | |||||||||||||||||||||||||||||||
Maurice Sciammas
|
- | $ | 0 | $ | 240,000 | $ | 384,000 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
2/14/2012
|
- | - | - | 0 | 25,665 | 76,995 | - | - | - | $ | 451,191 | ||||||||||||||||||||||||||||||||
2/14/2012
|
- | - | - | - | - | - | 25,666 | - | - | $ | 451,208 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 441 | - | - | $ | 9,517 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 205 | - | - | $ | 4,423 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 1,297 | - | - | $ | 27,989 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 1,208 | - | - | $ | 26,069 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 754 | - | - | $ | 16,271 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 956 | $ | 8.90 | $ | 19,877 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 3,043 | $ | 8.90 | $ | 63,276 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 1,882 | $ | 11.31 | $ | 40,595 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 2,682 | $ | 17.92 | $ | 41,964 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 1,103 | $ | 14.89 | $ | 19,698 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 4,235 | $ | 15.03 | $ | 74,190 | |||||||||||||||||||||||||||||||
Saria Tseng
|
- | $ | 0 | $ | 240,000 | $ | 384,000 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
2/14/2012
|
- | - | - | 0 | 25,665 | 76,995 | - | - | - | $ | 451,191 | ||||||||||||||||||||||||||||||||
2/14/2012
|
- | - | - | - | - | - | 25,666 | - | - | $ | 451,208 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 441 | - | - | $ | 9,517 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 288 | - | - | $ | 6,215 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 1,032 | - | - | $ | 22,271 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 1,208 | - | - | $ | 26,069 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | 754 | - | - | $ | 16,271 | ||||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 894 | $ | 7.64 | $ | 19,068 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 884 | $ | 15.28 | $ | 15,734 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 329 | $ | 14.93 | $ | 5,864 | |||||||||||||||||||||||||||||||
12/28/2012 (3)
|
- | - | - | - | - | - | - | 941 | $ | 12.42 | $ | 18,055 |
(1)
|
Amounts shown reflect the threshold, target, and maximum awards under the short-term cash incentive compensation program, which is described in detail in the “Analysis of 2012 Compensation Elements - Short-term Cash Incentive Compensation” section above.
|
(2)
|
Amounts shown reflect the threshold, target, and maximum number of shares that may be earned under the long-term equity incentive compensation program, which is described in detail in the “Analysis of 2012 Compensation Elements - Long-Term Equity Incentive Compensation” section above.
|
(3)
|
On December 11, 2012, the Company’s Board declared a special cash dividend of $1.00 per common share, which was paid on December 28, 2012 to all stockholders of record as of the close of business on December 21, 2012. Holders of unvested RSUs and outstanding options did not receive this special cash dividend, but the Company’s Board approved a modification of unvested RSUs whereby the number of units covered by each unvested RSU as of December 28, 2012 was increased by a ratio of 1.0471. In addition, the Board approved a modification whereby the number of shares subject to each outstanding option as of December 28, 2012 was increased by a ratio of 1.0471 with a corresponding reduction in the exercise price. The purpose of the adjustments was to prevent dilution in the value of the awards due to the decrease in share value resulting from the dividend. The grant date fair value reflects the incremental fair value as a result of the modifications, computed in accordance with FASB ASC Topic 718.
|
Options Awards
|
Stock Awards
|
||||||||||||||||||||||||||||||||||||
NEOs
|
Stock
Options
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Restricted
Stock
Units
Grant
Date
|
Number of
Shares of
Restricted
Stock Units
That Have
Not Vested (#)
|
Market Value
of Shares
of Restricted
Stock Units
That Have
Not Vested
|
Equity Incentive
Plan Awards:
Number of
Unearned
Restricted
Stock
Units That
Have Not
Vested (#)
|
Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Restricted
Stock Units
T
hat Have
Not V
ested
|
|||||||||||||||||||||||||||
Michael Hsing
|
2/27/2007 (1)
|
125,000 | - | $ | 12.40 |
2/27/2014
|
- | - | - | - | - | ||||||||||||||||||||||||||
8/3/2007 (1)
|
75,000 | - | $ | 17.92 |
8/3/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
2/8/2008 (1)
|
75,000 | - | $ | 14.89 |
2/8/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
10/28/2008 (1)
|
300,000 | - | $ | 15.03 |
10/28/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
5,882 | - | $ | 12.40 |
2/27/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
3,529 | - | $ | 17.92 |
8/3/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
3,529 | - | $ | 14.89 |
2/8/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
14,117 | - | $ | 15.03 |
10/28/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/25/2010 (3)
|
62,500 | $ | 1,392,500 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
8/2/2010 (4)
|
10,938 | $ | 243,699 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/8/2011 (4)
|
9,563 | $ | 213,064 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/8/2011 (5)
|
76,500 | $ | 1,704,420 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/14/2012 (6)
|
- | - | 76,450 | $ | 1,703,306 | |||||||||||||||||||||||||||
- | - | - | - | - |
2/14/2012 (4)
|
47,782 | $ | 1,064,583 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
2,941 | $ | 65,525 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
514 | $ | 11,452 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
4,050 | $ | 90,234 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
3,600 | $ | 80,208 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
2,248 | $ | 50,085 | - | - | |||||||||||||||||||||||||||
Meera Rao
|
1/5/2009 (1)
|
28,908 | 1,459 | $ | 12.92 |
1/5/2016
|
- | - | - | - | - | ||||||||||||||||||||||||||
12/28/2012 (2)
|
1,360 | 69 | $ | 12.92 |
1/5/2016
|
- | - | - | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/25/2010 (3)
|
9,375 | $ | 208,875 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
8/2/2010 (4)
|
1,313 | $ | 29,254 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/8/2011 (4)
|
33,188 | $ | 739,429 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/14/2012 (6)
|
- | - | 22,243 | $ | 495,574 | |||||||||||||||||||||||||||
- | - | - | - | - |
2/14/2012 (4)
|
13,903 | $ | 309,759 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
441 | $ | 9,825 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
61 | $ | 1,359 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
1,561 | $ | 34,779 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
1,047 | $ | 23,327 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
654 | $ | 14,571 | - | - |
Deming Xiao
|
12/7/2004 (1)
|
1,719 | - | $ | 10.41 |
12/7/2014
|
- | - | - | - | - | ||||||||||||||||||||||||||
12/7/2004 (1)
|
45,217 | - | $ | 10.41 |
12/7/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
10/26/2006 (1)
|
70,000 | - | $ | 11.31 |
10/26/2013
|
- | - | - | - | - | |||||||||||||||||||||||||||
8/3/2007 (1)
|
40,000 | - | $ | 17.92 |
8/3/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
2/8/2008 (1)
|
23,450 | - | $ | 14.89 |
2/8/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
10/28/2008 (1)
|
90,000 | - | $ | 15.03 |
10/28/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
80 | - | $ | 10.41 |
12/7/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
2,127 | - | $ | 10.41 |
12/7/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
3,294 | - | $ | 11.31 |
10/26/2013
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
1,882 | - | $ | 17.92 |
8/3/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
1,103 | - | $ | 14.89 |
2/8/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
4,235 | - | $ | 15.03 |
10/28/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/25/2010 (3)
|
18,750 | $ | 417,750 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
8/2/2010 (4)
|
3,500 | $ | 77,980 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/8/2011 (4)
|
33,188 | $ | 739,429 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/14/2012 (6)
|
- | - | 32,723 | $ | 729,068 | |||||||||||||||||||||||||||
- | - | - | - | - |
2/14/2012 (4)
|
20,453 | $ | 455,693 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
882 | $ | 19,651 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
164 | $ | 3,654 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
1,561 | $ | 34,779 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
1,541 | $ | 34,339 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
962 | $ | 21,433 | - | - | |||||||||||||||||||||||||||
Maurice Sciammas
|
6/15/2005 (1)
|
20,317 | - | $ | 8.90 |
6/15/2015
|
- | - | - | - | - | ||||||||||||||||||||||||||
6/15/2005 (1)
|
64,683 | - | $ | 8.90 |
6/15/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
10/26/2006 (1)
|
40,000 | - | $ | 11.31 |
10/26/2013
|
- | - | - | - | - | |||||||||||||||||||||||||||
8/3/2007 (1)
|
57,000 | - | $ | 17.92 |
8/3/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
2/8/2008 (1)
|
23,450 | - | $ | 14.89 |
2/8/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
10/28/2008 (1)
|
90,000 | - | $ | 15.03 |
10/28/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
956 | - | $ | 8.90 |
6/15/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
3,043 | - | $ | 8.90 |
6/15/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
1,882 | - | $ | 11.31 |
10/26/2013
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
2,682 | - | $ | 17.92 |
8/3/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
1,103 | - | $ | 14.89 |
2/8/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
4,235 | - | $ | 15.03 |
10/28/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/25/2010 (3)
|
9,375 | $ | 208,875 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
8/2/2010 (4)
|
4,375 | $ | 97,475 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/8/2011 (4)
|
27,563 | $ | 614,104 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/14/2012 (6)
|
- | - | 25,665 | $ | 571,816 | |||||||||||||||||||||||||||
- | - | - | - | - |
2/14/2012 (4)
|
16,042 | $ | 357,416 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
441 | $ | 9,825 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
205 | $ | 4,567 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
1,297 | $ | 28,897 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
1,208 | $ | 26,914 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
754 | $ | 16,799 | - | - | |||||||||||||||||||||||||||
Saria Tseng
|
11/17/2004 (1)
|
19,001 | - | $ | 7.64 |
11/17/2014
|
- | - | - | - | - | ||||||||||||||||||||||||||
7/27/2007 (1)
|
18,800 | - | $ | 15.28 |
7/27/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
1/31/2008 (1)
|
7,000 | - | $ | 14.93 |
1/31/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
10/22/2008 (1)
|
20,000 | - | $ | 12.42 |
10/22/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
894 | - | $ | 7.64 |
11/17/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
884 | - | $ | 15.28 |
7/27/2014
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
329 | - | $ | 14.93 |
1/31/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
12/28/2012 (2)
|
941 | - | $ | 12.42 |
10/22/2015
|
- | - | - | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/25/2010 (3)
|
9,375 | $ | 208,875 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
8/2/2010 (4)
|
6,125 | $ | 136,465 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/8/2011 (4)
|
21,938 | $ | 488,779 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
2/14/2012 (6)
|
- | - | 25,665 | $ | 571,816 | |||||||||||||||||||||||||||
- | - | - | - | - |
2/14/2012 (4)
|
16,042 | $ | 357,416 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
441 | $ | 9,825 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
288 | $ | 6,417 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
1,032 | $ | 22,993 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
1,208 | $ | 26,914 | - | - | |||||||||||||||||||||||||||
- | - | - | - | - |
12/28/2012 (2)
|
754 | $ | 16,799 | - | - |
(1)
|
Grants of options are based on a four-year vesting schedule, with 25% of each award vesting one year after the vesting commencement date and 1/48th of each award vesting each month thereafter. Grants of options on or after October 26, 2006 are refresh grants and based on a four-year vesting schedule, with 50% of each award vesting after two years from vesting commencement date and 1/48th of each award vesting each month thereafter.
|
(2)
|
On December 11, 2012, the Company’s Board declared a special cash dividend of $1.00 per common share, which was paid on December 28, 2012 to all stockholders of record as of the close of business on December 21, 2012. Holders of unvested RSUs and outstanding options did not receive this special cash dividend, but the Company’s Board approved a modification of unvested RSUs whereby the number of units covered by each unvested RSU as of December 28, 2012 was increased by a ratio of 1.0471. In addition, the Board approved a modification whereby the number of shares subject to each outstanding option as of December 28, 2012 was increased by a ratio of 1.0471 with a corresponding reduction in the exercise price. The purpose of the adjustments was to prevent dilution in the value of the awards due to the decrease in share value resulting from the dividend. These additional awards vest over the remaining vesting periods of the original awards granted and have the same expiration dates as the original awards granted.
|
(3)
|
These RSUs generally vest quarterly over four years, with a graded acceleration feature that allows all or a portion of these awards to be accelerated if the Company’s non-GAAP earnings per share for any year during the period from January 1, 2010 through December 31, 2013 is at least 110% of the non-GAAP earnings per share set forth in the Company’s annual operating plan. In February 2013, the Compensation Committee determined that the pre-determined performance goals for these awards were met in 2012 and the shares fully vested in February 2013.
|
(4)
|
These RSUs vest quarterly over a two to four-year vesting schedule.
|
(5)
|
These RSUs vest if the Company achieved at least $210 million in revenue for 2012. In February 2013, the Compensation Committee determined that the pre-determined performance goals for these awards were met in 2012 and the shares fully vested in February 2013.
|
(6)
|
See the “Compensation Discussion and Analysis – Long-Term Equity Incentive Compensation” section above for further discussion.
|
Option Awards
|
Stock Awards
|
|||||||||||||||
NEOs
|
Number of Shares Acquired on Exercise
|
Value Realized on Exercise
|
Number of Shares Acquired on Vesting
|
Value Realized on Vesting
|
||||||||||||
Michael R. Hsing
|
-- | $ | -- | 123,169 | $ | 2,405,072 | ||||||||||
Meera Rao
|
36,633 | $ | 298,573 | 31,341 | $ | 612,175 | ||||||||||
Deming Xiao
|
70,635 | $ | 1,034,937 | 44,021 | $ | 860,773 | ||||||||||
Maurice Sciammas
|
-- | $ | -- | 31,874 | $ | 622,957 | ||||||||||
Saria Tseng
|
36,747 | $ | 447,306 | 31,374 | $ | 612,248 |
NEOs
|
Agreement and Date
|
Termination Without Cause or Departure for Good Reason
|
Change in Control with Termination
|
Michael R. Hsing
|
Employment Agreement dated March 10, 2008, as amended December 16, 2008
|
Base salary, target annual bonus and benefits for 12 months; and acceleration of vesting of equity grant equal to the number of equity grant that would have vested had the executive remained an employee for 12 months following the termination of employment.
|
Base salary, target annual bonus and benefits for a period of 12 months; and acceleration of vesting of 100% of the executive’s unvested equity grant.
|
Deming Xiao
|
Employment Agreement dated March 10, 2008, as amended December 16, 2008 and March 3, 2011
|
Base salary, target annual bonus and benefits for six months, as long as the executive is not employed by another company; and acceleration of vesting of equity grant and of ownership interest in Hue Ming LLC equal to the number of equity grant or equity interest that would have vested had the executive remained an employee for six months following the termination of employment.
|
Base salary, target annual bonus and benefits for a period of 12 months; and acceleration of vesting of 100% of the executives’ unvested equity grant.
|
Maurice Sciammas
|
Employment Agreement dated March 10, 2008, as amended December 16, 2008
|
Base salary, target annual bonus and benefits for six months, as long as the executive is not employed by another company; and acceleration of vesting of equity grant equal to the number of equity grant that would have vested had the executive remained an employee for six months following the termination of employment.
|
Base salary, target annual bonus and benefits for a period of 12 months; and acceleration of vesting of 100% of the executives’ unvested equity grant.
|
Meera Rao
|
Employment Agreement dated January 5, 2009, as amended February 9, 2010
|
||
Saria Tseng
|
Employment Agreement dated December 16, 2008, as amended February 9, 2010
|
Terminations Without Cause or Departure for Good Reasons
|
Change of Control With Termination
|
|||||||||||||||||||||||||||||||
NEOs
|
Base Salary and
Target
Bonus
|
Stock Options and Awards
|
Insurance Benefits
|
Total Compensation
|
Base Salary
and
Target
Bonus
|
Stock Options and Awards
|
Insurance Benefits
|
Total Compensation
|
||||||||||||||||||||||||
Michael Hsing
|
$ | 896,000 | $ | 4,507,722 | $ | 23,037 | $ | 5,426,759 | $ | 896,000 | $ | 6,619,094 | $ | 23,037 | $ | 7,538,131 | ||||||||||||||||
Meera Rao
|
$ | 234,000 | $ | 543,512 | $ | 4,082 | $ | 781,594 | $ | 468,000 | $ | 1,881,064 | $ | 8,164 | $ | 2,357,228 | ||||||||||||||||
Deming Xiao
|
$ | 306,000 | $ | 823,615 | $ | 6,212 | $ | 1,135,827 | $ | 612,000 | $ | 2,533,776 | $ | 12,423 | $ | 3,158,199 | ||||||||||||||||
Maurice Sciammas
|
$ | 270,000 | $ | 540,421 | $ | 11,470 | $ | 821,891 | $ | 540,000 | $ | 1,936,707 | $ | 22,940 | $ | 2,499,647 | ||||||||||||||||
Saria Tseng
|
$ | 270,000 | $ | 522,928 | $ | 10,906 | $ | 803,834 | $ | 540,000 | $ | 1,846,317 | $ | 21,811 | $ | 2,408,128 |
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
|
Weighted-average exercise price of outstanding options, warrants and rights (b)
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|||||||||
Equity compensation plans approved by stockholders
|
5,461,468 | (1) | $ | 15.62 | (2) | 9,156,845 | (3) | |||||
Equity compensation plans not approved by stockholders
|
--- | --- | --- | |||||||||
Total
|
5,461,468 | $ | 15.62 | 9,156,845 |
|
(1)
|
Includes 3.8 million shares of options and 1.7 million shares of RSUs.
|
|
(2)
|
The weighted-average exercise price is calculated based solely on the exercise price of the outstanding options and do not reflect the outstanding RSUs, which have no exercise price.
|
(3)
|
Includes 5.0 million shares of common stock reserved for issuance under the Company’s 2004 Equity Incentive Plan and 4.2 million shares of common stock reserved for issuance under the Company’s 2004 Employee Stock Purchase Plan. The Company’s 2004 Equity Incentive Plan incorporates an evergreen provision pursuant to which on January 1 of each year, the aggregate number of shares of common stock reserved for issuance under the Company’s 2004 Equity Incentive Plan will increase by a number of shares equal to the least of (i) 5% of the outstanding shares of the Company’s common stock on the first day of the fiscal year, (ii) 2,400,000 shares or (iii) a lesser number of shares determined by the Company’s Board. The Company’s 2004 Employee Stock Purchase Plan additionally incorporates an evergreen provision pursuant to which on January 1 of each year, the aggregate number of shares of common stock reserved for issuance will increase by a number of shares equal to the least of (i) 2% of the outstanding shares of the Company’s common stock on the first day of the fiscal year, (ii) 1,000,000 shares or (iii) a lesser number of shares determined by the Company’s Board.
|
Year 2013
|
||||||||||||||||||||||||||||
Year 2010
|
Year 2011
|
Year 2012
|
From 1/1/2013 to Record Date
|
From Record Date to 12/31/2013 (Forecast)
|
Year 2013 (Forecast)
|
Year 2014 (Forecast)
|
||||||||||||||||||||||
Total grants:
|
||||||||||||||||||||||||||||
Options
|
370,500 | 152,500 | 178,484 | - | - | - | - | |||||||||||||||||||||
Time-based RSUs
|
518,240 | 853,480 | 540,584 | 239,388 | 78,265 | 317,653 | 373,442 | |||||||||||||||||||||
Performance share units ("PSUs") (1)
|
416,000 | - | 433,252 | 311,540 | - | 311,540 | 320,318 | |||||||||||||||||||||
Total grants
|
1,304,740 | 1,005,980 | 1,152,320 | 550,928 | 78,265 | 629,193 | 693,760 | |||||||||||||||||||||
Total grants excluding PSUs
|
888,740 | 1,005,980 | 719,068 | 239,388 | 78,265 | 317,653 | 373,442 | |||||||||||||||||||||
Total awards outstanding:
|
||||||||||||||||||||||||||||
Awards outstanding at start of year / as of Record Date
|
7,700,810 | 6,845,292 | 6,162,795 | 5,461,468 | 4,708,769 | 5,461,468 | 4,063,286 | |||||||||||||||||||||
Total grants
|
1,304,740 | 1,005,980 | 1,152,320 | 550,928 | 78,265 | 629,193 | 693,760 | |||||||||||||||||||||
Cancellations
|
(477,139 | ) | (589,959 | ) | (158,167 | ) | (263,074 | ) | (36,926 | ) | (300,000 | ) | (225,000 | ) | ||||||||||||||
Shares issued on exercises / vesting
|
(1,683,119 | ) | (1,098,518 | ) | (1,695,480 | ) | (1,040,553 | ) | (686,822 | ) | (1,727,375 | ) | (1,739,507 | ) | ||||||||||||||
Total awards outstanding at end of year / as of Record Date
|
6,845,292 | 6,162,795 | 5,461,468 | 4,708,769 | 4,063,286 | 4,063,286 | 2,792,539 | |||||||||||||||||||||
Breakdown:
|
||||||||||||||||||||||||||||
Options outstanding
|
5,885,118 | 4,863,239 | 3,813,361 | 2,973,198 | 2,618,765 | 2,618,765 | 1,472,818 | |||||||||||||||||||||
Time-based RSUs and PSUs outstanding
|
960,174 | 1,299,556 | 1,648,107 | 1,735,571 | 1,444,521 | 1,444,521 | 1,319,721 | |||||||||||||||||||||
Total shares available for grant:
|
||||||||||||||||||||||||||||
Shares available for grant at start of year / as of Record Date
|
2,023,943 | 2,954,607 | 4,291,737 | 4,938,885 | 6,434,695 | 4,938,885 | 6,393,356 | |||||||||||||||||||||
Shares added per evergreen provision
|
1,758,265 | 1,753,151 | 1,641,301 | 1,783,664 | - | 1,783,664 | 1,876,533 | |||||||||||||||||||||
Total grants
|
(1,304,740 | ) | (1,005,980 | ) | (1,152,320 | ) | (550,928 | ) | (78,265 | ) | (629,193 | ) | (693,760 | ) | ||||||||||||||
Cancellations
|
477,139 | 589,959 | 158,167 | 263,074 | 36,926 | 300,000 | 225,000 | |||||||||||||||||||||
Total shares available for grant at end of year / as of Record Date
|
2,954,607 | 4,291,737 | 4,938,885 | 6,434,695 | 6,393,356 | 6,393,356 | 7,801,129 | |||||||||||||||||||||
Shares issued under the employee stock purchase plan
|
114,387 | 149,981 | 151,770 | 65,247 | 64,753 | 130,000 | 130,000 | |||||||||||||||||||||
Common shares outstanding at end of year / as of Record Date
|
35,063,033 | 33,826,032 | 35,673,282 | 36,773,730 | 37,530,657 | 37,530,657 | 39,400,164 |
Year 2010
|
Year 2011
|
Year 2012
|
Three-Year Average
|
||||||||||||||
Gross burn rate (2)
|
2.48 | % | 2.95 | % | 2.06 | % | 2.50 | % | |||||||||
Net burn rate (3)
|
1.15 | % | 1.22 | % | 1.61 | % | 1.33 | % |
•
|
determine the fair market value of our shares of common stock
|
•
|
select the participants eligible to receive awards and the types of awards to be granted to such participants
|
•
|
determine the number of shares of common stock subject to awards and the value of performance units
|
•
|
determine terms and conditions of awards and to approve form of award agreements, including, how and when awards can be exercised, any vesting or forfeiture restrictions, any acceleration or waiver of forfeiture provisions, and any restrictions or limitations on awards
|
•
|
construe and interpret the terms of the 2014 Equity Plan and awards granted under the 2014 Equity Plan
|
•
|
establish, amend and rescind rules and regulations relating to the 2014 Equity Plan
|
•
|
modify or amend awards
|
•
|
defer or allow participants to defer the receipt of the payment of cash or the delivery of shares of common stock in connection with an award, and
|
•
|
make all other determinations deemed necessary or advisable for administering the 2014 Equity Plan.
|
o
|
reviewing and discussing the audited financial statements with the Company’s independent registered public accounting firm and management;
|
o
|
discussing with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards
, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and
|
o
|
receiving the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountant’s communications with the Audit Committee concerning independence, and discussing with the independent registered public accounting firm their independence.
|
BY ORDER OF THE BOARD OF DIRECTORS
|
||
Dated: April 30, 2013
|
||
Saria Tseng
|
||
Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary
|
FY2008
|
FY2009
|
FY2010
|
FY2011
|
FY2012
|
||||||||||||||||
GAAP operating income
|
$ | 22,507 | $ | 19,530 | $ | 30,498 | $ | 13,417 | $ | 17,279 | ||||||||||
Operating income as a percentage of revenue
|
14.0 | % | 11.8 | % | 13.9 | % | 6.8 | % | 8.1 | % | ||||||||||
Adjustments to reconcile GAAP operating income to
non-GAAP total operating income:
|
||||||||||||||||||||
Stock-based compensation
|
12,814 | 14,366 | 16,417 | 12,814 | 18,652 | |||||||||||||||
Litigation provision (reversal)
|
- | (6,356 | ) | - | - | - | ||||||||||||||
Non-GAAP operating income
|
$ | 35,321 | $ | 27,540 | $ | 46,915 | $ | 26,231 | $ | 35,931 | ||||||||||
Non-GAAP operating income as a percentage of revenue
|
22.0 | % | 16.7 | % | 21.4 | % | 13.3 | % | 16.8 | % |
|
·
|
to attract and retain the best available personnel for positions of substantial responsibility,
|
|
·
|
to provide additional incentive to Employees, Directors and Consultants, and
|
|
·
|
to promote the success of the Company’s business.
|