DEF 14A of Silicon Laboratories Inc.
Filed Mar 11, 2026 · FY20250001193125-26-102113
Director Nominees
Director Nominees
Director Nominees
| | Age | Director Since | Independent | Committee Membership | | Navdeep S. Sooch | 63 | 1996 | ✓ | • Corporate Development & Finance (Chair) | | Nina Richardson | 67 | 2016 | ✓ | • Audit (Member) • Corporate Development & Finance (Member) |
Director Nominees
| Proxy Statement | 1 | | Matters To Be Considered at Annual Meeting | 1 | | Proposal One: Election of Directors | 3 | | Other Directors | 5 | | Board Leadership/Independence | 8 | | Committees and Meetings | 8 | | Director Nomination | 9 | | Attendance at Annual Meetings | 12 | | Stockholder Communications with the Board of Directors | 12 | | Code of Ethics | 12 | | Risk Management | 12 | | Director Compensation and Indemnification Arrangements | 13 | | Recommendation of the Board of Directors | 14 | | Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm | 15 | | Recommendation of the Board of Directors | 16 | | Proposal Three: Advisory Vote on Executive Compensation | 17 | | Recommendation of the Board of Directors | 17 | | Proposal Four: Proposal to Approve Amendments to the 2009 Stock Incentive Plan | 18 | | Recommendation of the Board of Directors | 30 | | Other Matters | 31 | | Ownership of Securities | 32 | | Certain Relationships and Related Transactions | 33 | | Certain Relationships and Related Transactions | 33 | | Policies and Procedures with Respect to Related Party Transactions | 33 | | Audit Committee Report | 34 | | Executive Officers | 35 | | Compensation Discussion and Analysis | 36 | | 2025 Business Results | 36 | | Compensation Philosophy | 36 |
Director Nominees
| Significant Executive Compensation Actions | 37 | | Significant Compensation Governance Standards | 38 | | Prior Say on Pay Vote and Shareholder Engagement | 38 | | Compensation-Setting Process | 39 | | Compensation Elements | 41 | | Compensation Arrangements Upon Termination of Employment or a Change in Control | 44 | | Welfare, Retirement, and Other Benefits | 45 | | Additional Compensation Policy | 46 | | Income Tax and Accounting Considerations | 46 | | Compensation Committee Report on Executive Compensation | 47 | | Summary Compensation | 48 | | Grants of Plan-Based Awards | 49 | | Outstanding Equity Awards at Fiscal Year-End | 50 | | Option Exercises and Stock Vested Table | 51 | | Potential Payments Upon Termination or Change in Control | 51 | | CEO Pay Ratio | 54 | | Pay Versus Performance | 55 | | Compensation Committee Interlocks and Insider Participation | 59 | | Equity Compensation Plan Information | 60 | | No Incorporation by Reference of Certain Portions of this Proxy Statement | 61 | | Delinquent Section 16(a) Reports | 61 | | Householding | 61 | | Annual Report | 61 | | Form 10-K | 61 | | Appendix I: Reconciliation of GAAP to Non-GAAP Executive Compensation Financial Measures | 62 | | Appendix II: 2009 Stock Incentive Plan (as Amended and Restated on April 23, 2026) | 63 |
Proposal One: Election of Directors
Proposal One: Election of Directors
General
General The Board of Directors is divided into three classes, designated Class I, Class II and Class III, with staggered three-year terms. The term of office of the Class I Directors, Navdeep S. Sooch and Nina Richardson, will expire at this Annual Meeting. Mr. Sooch and Ms. Richardson have been nominated to continue as Class I Directors. The directors elected as Class I Directors at the Annual Meeting will each serve for a term of three years expiring at the 2029 annual meeting of stockholders, or until such director’s successor has been duly elected and qualified or until such director’s earlier death, resignation or removal. The nominees for election have agreed to serve if elected, and management has no reason to believe that the nominees will be unavailable to serve. In the event any of the nominees are unable or decline to serve as directors at the time of the Annual Meeting, the Proxies will be voted for any nominees who may be designated by our present Board of Directors to fill the vacancies. Unless otherwise instructed, the Proxy holders will vote the Proxies received by them FOR the nominees named below.
Nominees for Class I Directors with a Term Expiring in 2026 (ages as of Annual Meeting date)
Nominees for Class I Directors with a Term Expiring in 2026 (ages as of Annual Meeting date)
Nominees for Class I Directors with a Term Expiring in 2026 (ages as of Annual Meeting date)
| Navdeep S. Sooch, 63 | Mr. Sooch co-founded Silicon Labs in August 1996 and has served as Chairman of the Board since our inception. Mr. Sooch served as Chief Executive Officer from August 1996 to December 2003 and as interim Chief Executive Officer from April 2005 to September 2005. Mr. Sooch also served as the CEO of Ketra, Inc., a private company in the field of solid-state lighting, from October 2011 to April 2018. Prior to founding Silicon Labs, Mr. Sooch held various positions at Crystal Semiconductor/Cirrus Logic, a designer and manufacturer of integrated circuits, including Vice President of Engineering and was a Design Engineer with AT&T Bell Labs. Mr. Sooch holds a B.S. in Electrical Engineering from the University of Michigan, Dearborn and an M.S. in Electrical Engineering from Stanford University. Mr. Sooch brings to our board extensive experience as an executive, engineer, and semiconductor designer with valuable insights into our industry and Silicon Labs’ operations, as our founder and former CEO. Beyond his expertise in technology and as a public company executive leader, Mr. Sooch further contributes valuable insights in the areas of talent and culture. |
Nominees for Class I Directors with a Term Expiring in 2026 (ages as of Annual Meeting date)
| Nina Richardson, 67 | Ms. Richardson has served as a Director of Silicon Labs since 2016. Ms. Richardson was previously the Chief Operating Officer at GoPro from 2013 until 2015, where she led Engineering, Operations, Sales, Sales Operations, Support and Human Resources. Ms. Richardson also held a variety of executive positions at global EMS provider, Flex Ltd., including Vice President and GM where she managed several manufacturing plants in the U.S. and Mexico. Ms. Richardson is a board member of Resideo Technologies, Inc. (NYSE:REZI), a global provider and distributor of comfort and security solutions and Cohu, Inc. (NASDAQ:COHU), a global provider of back-end semiconductor equipment and services. Ms. Richardson is also a board member of Tonal, a privately held smart-fitness equipment and services company. Ms. Richardson was previously a director of SGI, until its sale to HPE, Callidus Cloud, until its sale to SAP, Zayo Group and Eargo (NASDAQ:EAR). Ms. Richardson holds a B.S. in Industrial Engineering from Purdue University and an Executive MBA from Pepperdine University. Ms. Richardson has broad executive experience in manufacturing, engineering, and supply chain that complements our Company’s operations. Ms. Richardson brings valuable insights from her experiences as a director at several other publicly traded companies and particularly her governance, cybersecurity and environmental sustainability experience, having completed NACD’s Cybersecurity Certification and the Diligent Climate Leadership Certification. Ms. Richardson has scaled operations, talent and organizations in multiple geographies, bringing an important perspective in these areas. |
Other Directors
Other Directors Set forth below is information concerning our other Directors whose terms of office continue after this Annual Meeting.
Continuing Class II Directors with a Term Expiring in 2027 (ages as of Annual Meeting date)
Continuing Class II Directors with a Term Expiring in 2027 (ages as of Annual Meeting date)
Continuing Class II Directors with a Term Expiring in 2027 (ages as of Annual Meeting date)
| R. Matthew Johnson, 50 | Mr. Johnson has served as a Director and our Chief Executive Officer since January 2022 and has served as our President since April 2021. Mr. Johnson served as our Senior Vice President and General Manager of our Internet of Things business unit from July 2018 until he was promoted to President in April 2021. Before joining Silicon Labs, Mr. Johnson held leadership positions at NXP (NASDAQ:NXPI), Freescale, and Fairchild Semiconductor. Mr. Johnson holds a B.S. in Electrical Engineering Technology from the University of Maine and has completed executive programs at Harvard Business School and Stanford University. Mr. Johnson currently serves on the boards of Novanta (NASDAQ:NOVT) and the Semiconductor Industry Association. Mr. Johnson has extensive technology and operations experience in various leadership positions throughout the semiconductor industry, most recently as our chief executive officer, and brings to the Board a thorough understanding of our people, products and markets worldwide. | | Sumit Sadana, 57 | Mr. Sadana has served as a Director of Silicon Labs since 2015, and as Lead Director since January 2022. Mr. Sadana has been the Executive Vice President and Chief Business Officer of Micron Technology, Inc. (NASDAQ:MU) since 2017. In 2022, Mr. Sadana served as Micron’s Interim Chief Financial Officer. Mr. Sadana has over 30 years of technology industry experience, including leadership positions at San Disk, Freescale Semiconductor and IBM. Mr. Sadana has a Bachelor of Technology degree in Electrical Engineering from the Indian Institute of Technology (IIT), Kharagpur (India) and an M.S. in Electrical Engineering from Stanford University. Mr. Sadana brings to our board significant experience from diverse leadership roles across technology, engineering, operations, strategy, business development and P&L management as an executive in global technology and semiconductor companies. Mr. Sadana provides valuate insights in the areas of finance and accounting, M&A, culture and diversity, and global business supply chain. | | Gregg Lowe, 63 | Mr. Lowe has served as a Director of Silicon Labs since 2017. Mr. Lowe served as the President and Chief Executive Officer of Wolfspeed, Inc. (NYSE:WOLF), an innovator in silicon carbide semiconductors from 2017 until 2024. Mr. Lowe previously served as President and CEO of Freescale Semiconductor from June 2012 until its merger with NXP (NASDAQ:NXPI) in 2015. Mr. Lowe served as senior vice president and manager of the Analog business for Texas Instruments (NASDAQ:TXN) where he helped to direct the acquisition of National Semiconductor. During his 27 years at Texas Instruments, he held various leadership positions across field sales, automotive sales, marketing, and integrated circuits where he oversaw a global team with design centers and customers on every continent. Mr. Lowe currently serves on the boards of Power Integrations Inc. (NASDAQ:POWI), North Carolina A&T University, the Rock & Roll Hall of Fame in Cleveland, Ohio and St. Edward’s High School in Lakewood, Ohio. Mr. Lowe has a Bachelor of Science degree in electrical engineering from Rose-Hulman Institute of Technology in Terre Haute, Indiana and is a graduate from the Stanford Executive Program at Stanford University. Mr. Lowe has been recognized for his accomplishments in the community and within the semiconductor industry as the recipient of the Rose-Hulman Institute of Technology Career Achievement Award. Mr. Lowe brings to our board extensive experience as a chief executive officer for publicly traded semiconductor companies. Mr. Lowe provides valuable insights from his experiences managing global operations including expertise in technology, marketing, sales, supply chain, and M&A. |
Continuing Class II Directors with a Term Expiring in 2027 (ages as of Annual Meeting date)
| Continuing Class III Directors with a Term Expiring in 2028 (ages as of Annual Meeting date) |
Continuing Class II Directors with a Term Expiring in 2027 (ages as of Annual Meeting date)
| William G. Bock, 75 | Mr. Bock originally joined Silicon Labs’ Board of Directors in 2000 and served as Chairman of the audit committee until he joined the management team and was appointed CFO in 2006. Mr. Bock was re-appointed to the board of directors in mid-2011, returning as interim CFO in early 2013 and was then appointed President in mid-2013 before retiring from the management team in early 2016. Mr. Bock previously participated in the venture capital industry, principally as a partner with CenterPoint Ventures. Before his venture career, Mr. Bock held senior executive positions with three venture-backed companies, Dazel Corporation, Tivoli Systems and Convex Computer Corporation. Mr. Bock began his career with Texas Instruments. Mr. Bock currently serves as Chairman of the Board of SailPoint, Inc. (NASDAQ: SAIL) and Chairman of the Board of N-able Inc. (NYSE: NABL). Mr. Bock holds a B.S. in Computer Science from Iowa State University and an M.S. in Industrial Administration from Carnegie Mellon University. Mr. Bock brings more than 40 years of broad operational, financial and board of director experience to our board, specifically in the high-tech industry areas of systems, software and semiconductors. Mr. Bock has extensive experience as a board member and executive leader for public companies as well as M&A, including his time in venture capital. As a former Silicon Labs President and Chief Financial Officer, Mr. Bock brings to the board a thorough understanding of our operations and markets. | | Christy Wyatt, 54 | Ms. Wyatt has served as a Director of Silicon Labs since 2019. Since 2018, Ms. Wyatt has served as the President, Chief Executive Officer and a director of Absolute Security (previously NASDAQ:ABST). Ms. Wyatt currently is a director of Ericsson (NASDAQ:ERIC), a position she has held since 2023. Ms. Wyatt previously served as a director of Quotient Technology, Inc. (NYSE: QUOT), a digital promotions, media and analytics company, from July 2018 to April 2022. Ms. Wyatt previously served as Chairman, Chief Executive Officer and President of Good Technology Corporation from 2013, leading to its acquisition by Blackberry in 2015, and also served as President and Chief Executive Officer and Director of Dtex Systems, a threat detection company, from 2016 to 2018. Ms. Wyatt has held leadership positions in the technology industry within Citigroup, Motorola, Apple, Palm and Sun Microsystems and also served as a board member for Centrify. Ms. Wyatt was named “CEO of the Year” by the Globe and Mail in 2020, one of the “Top 50 Women in Saas” by the Software Report in 2019, a “Top 50 Women Entrepreneur in America” by Inc. Magazine, “CEO of the Year” by Information Security Global Excellence Awards and a “Most Influential Women in Wireless” by Fierce Wireless. Ms. Wyatt’s CEO, director and officer experience provides our board expertise in global and international operating experience as well as cyber and security risk. Ms. Wyatt also has extensive technology expertise in hardware and software global technology product companies and contributes valuable insights in these areas. |
Continuing Class II Directors with a Term Expiring in 2027 (ages as of Annual Meeting date)
| Sherri Luther, 60 | Ms. Luther joined the Silicon Labs Board of Directors in January 2022. Ms. Luther has served as the Chief Financial Officer and Treasurer of Coherent Corp. (NYSE:COHR), a global leader in materials, networking and lasers since 2024. Prior to Coherent, Ms. Luther served as the Chief Financial officer of Lattice Semiconductor (NASDAQ:LSCC), a global leader of low power programmable FPGAs since 2019. Prior to this role, Ms. Luther was a senior financial executive at Coherent Inc. (NASDAQ: COHR), most recently serving as Corporate Vice President of Finance where she oversaw large scale acquisitions and provided thought leadership and strategic direction across 40 global sites. Ms. Luther previously held various senior finance and accounting positions at companies including Quantum Corporation, Ultra Network Technologies and Arthur Andersen. Ms. Luther holds a Bachelor of Business Administration, with a dual major in Accounting and Finance, from Wright State University. Ms. Luther is a CPA (Certified Public Accountant), is NACD (National Association of Corporate Directors) Directorship Certified and graduated from the Executive MBA Program at Stanford University Graduate School of Business. Ms. Luther has been recognized for her high ethical and professional standards and received the “CFO of the Year” Award from the Business Journal in Portland, Oregon. Ms. Luther brings to our board over 35 years of experience in strategic and financial operations, with an expertise in financial reporting, forecasting, SOX compliance, M&A, operations and supply chain management. As the CFO of a multinational public semiconductor company and qualified financial expert under SEC regulations, Ms. Luther contributes valuable insights in the areas of finance and accounting, capital allocation, investor relations as well as in risk management, cybersecurity, and sustainability. |
Director Compensation and Indemnification Arrangements
Director Compensation and Indemnification Arrangements Our 2009 Stock Incentive Plan, as approved by our stockholders, limits the maximum grant date fair value of awards payable in our common stock and cash compensation for all services as an independent director that may be provided to each of our independent directors to $750,000 in each calendar year. On the date of the 2025 annual meeting of stockholders, the Board of Directors granted each non-employee director a Restricted Stock Unit (“RSU”) award under the 2009 Stock Incentive Plan covering a number of shares of the Company’s common stock equal to $200,000 (or $255,000 for the Chairperson of the Board) divided by the average closing price of the Company’s common stock during the 30 trading days ending on the second trading day preceding the grant date. Accordingly, as Chairman of the Board, Mr. Sooch received a grant of 2,349 RSUs and Messrs. Bock, Lowe, Sadana and Mses. Luther, Richardson and Wyatt each received a grant of 1,843 RSUs on the date of the 2025 annual meeting of stockholders. The RSU awards vest on the earlier of the first anniversary of the date of grant and the date that is one day prior to the annual meeting of stockholders in the year following the date of grant. Each of our non-employee directors will receive RSU awards at our 2026 Annual Meeting using the same grant criteria and with the same vesting schedule as the 2025 annual meeting awards. During 2025, our non-employee director compensation program consisted of the following cash compensation: (i) $55,000 per person per year, (ii) an additional $25,000 per year for the Chairman of the Audit Committee, (iii) an additional $9,000 per year for each Audit Committee member (excluding the Chairman), (iv) an additional $25,000 per year for the Chairman of the Compensation Committee, (v) an additional $9,000 per year for each Compensation Committee member (excluding the Chairman), (vi) an additional $10,000 per year for the Chairman of the Nominating and Corporate Governance Committee, (vii) an additional $5,000 per year for each Nominating and Corporate Governance Committee member (excluding the Chairman), (viii) an additional $20,000 per year for the Lead Director (ix) an additional $10,000 per year for the Chairman of the Corporate Development and Finance Committee, (x) an additional $5,000 per year for each Finance Committee member (excluding the Chairman) and (xi) an additional $20,000 per year for the Chairman of the Board. Payments under the cash compensation plan are generally paid in equal quarterly installments on the last day of each fiscal quarter and are pro-rated if the individual serves less than the full year in a position. In addition to the above compensation, we also reimburse non-employee directors for all reasonable out-of-pocket expenses incurred for attending board and committee meetings.
Director Compensation Table for Fiscal 2025
Director Compensation Table for Fiscal 2025
Director Compensation Table for Fiscal 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | William G. Bock | 89,000 | 191,451 | 280,451 | | Gregg Lowe | 74,000 | 191,451 | 265,451 | | Sherri Luther | 69,000 | 191,451 | 260,451 | | Nina Richardson | 69,000 | 191,451 | 260,451 | | Sumit Sadana | 80,000 | 191,451 | 271,451 | | Navdeep S. Sooch | 85,000 | 244,014 | 329,014 | | Christy Wyatt | 85,000 | 191,451 | 276,451 |
Director Compensation Table for Fiscal 2025
| (1) Represents RSU awards. Amounts shown do not reflect compensation actually received by the director but represent the grant date fair value as determined pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“ASC Topic 718”). The assumptions underlying the calculation are discussed under Note 14, Stock-Based Compensation, of the Company’s Form 10-K for the fiscal year ended January 03, 2026. |
Director Compensation Table for Fiscal 2025
| RECOMMENDATION OF THE BOARD OF DIRECTORS OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF THE NOMINEES FOR CLASS I DIRECTORS AS LISTED ABOVE. |
Compensation Philosophy
Compensation Philosophy Our executive compensation program is designed to support our long-term strategic and operational goals. It is intended to attract, motivate, and retain talented individuals to serve as our executive officers. The Compensation Committee designs the various components of our executive compensation program to be market competitive and support growth and profitability objectives while remaining aligned with our culture. We hold our executives to high performance standards and our compensation arrangements for our CEO and other NEOs are designed to deliver competitive base pay and attractive incentive opportunities if rigorous performance goals are met, while delivering significantly lower actual compensation when performance is below those standards. To this end, a significant portion of target compensation for our executives is designed to be at risk. Salaries are compared not only to our peer group listed below, but also to industry survey data. We generally target base salaries, considering data from each source, at market median, but as discussed below, several factors will go into the determination of actual base salaries. Our annual cash incentive program is based solely on achieving corporate targets. This program targets above-market awards when the Company is performing well and places cash incentives at risk when performance targets are not achieved. See “Annual Cash Incentive Bonus” below. Our equity program includes time-vesting restricted stock units (RSUs) and performance stock units (PSUs) that are intended to incentivize achievement of high-performance standards. Our PSUs require significant levels of multi-year performance, measured by our achievement against our stated financial model and growth targets. We believe our approach provides a strong alignment between pay and performance. With appropriately clear focus on achievement of our financial objectives and on retention of key executive talent, our program optimally aligns the interests of management and our stockholders and results in the greatest emphasis on long-term stockholder value creation. For more information on the design of our equity programs and for awards granted in 2025, see “Long-Term Incentive Equity Awards” below.
Significant Executive Compensation Actions
| • | Approved 2025 annual cash incentive bonus targets that are 100% tied to operating income performance metrics. |
Significant Executive Compensation Actions
| • | Determined annual bonus payouts for 2025 performance at 103% of target. |
Significant Executive Compensation Actions
| • | Approved long-term incentive compensation grants, consisting of a combination of Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) to align our executives’ incentives with our stockholders, retain key employees, and reward performance. |
Significant Executive Compensation Actions
| • | Determined that no PSUs were earned for the 2023-2025 performance period after the company did not meet the funding threshold of any metric due to the severe industry downturn in the middle of the performance period. |
Significant Executive Compensation Actions
To align with market practice and to improve consistency in our annual grant process, in October 2025 the Compensation Committee determined to change the effective date of future annual executive RSU grants from May 15 to February 15, so that executive RSUs would generally be granted at the first practicable date following the annual executive compensation review and on the same date as the executive PSUs, which practice was implemented commencing with our February 2026 executive grants.
Compensation Elements
Annual Cash Incentive Bonus. Each year, the Compensation Committee approves a bonus program to reward exceptional performance and align the incentives of our Named Executive Officers with our short-term operating plan and long-term strategic objectives and the interests of our stockholders. The Compensation Committee approves the design, structure, and performance objectives, as well as each objective’s relative weighting, under the program. Pursuant to the program, each NEO is eligible to earn up to 200% of the NEO’s target annual cash incentive bonus opportunity for outstanding performance. For 2025, the Compensation Committee determined to increase the maximum payout level from 150% to 200% to further incentivize performance and to align to the market practices of our peer group. Consistent with our “pay-for-performance” philosophy, however, no payment is guaranteed if the minimum established performance objectives under the program are not achieved. Our Board of Directors and the Compensation Committee may exercise discretion either to make payments absent attainment of the relevant performance metric target levels or to reduce or increase the size of any award payment. No changes were made to target bonus opportunities in 2025, as a percentage of base salary, as such levels remained competitive to market. For 2025, consistent with our business strategy and long-term financial model, the Compensation Committee continued to use adjusted non-GAAP operating income as a percentage of revenue as the corporate financial metric. For this purpose, “adjusted non-GAAP operating income” means operating income as determined under generally accepted accounting principles (GAAP) modified for stock compensation expense, intangible asset amortization, acquisition-related items and restructuring charges. This adjusted measure more clearly highlights the results of core ongoing operations than its GAAP equivalent. For purposes of cash incentive bonuses, the Compensation Committee reserves the authority to determine whether to exclude any item when making adjustments from the corresponding GAAP metric. The potential payment multiplier outcomes range from 0% to 200%, with a 100% payment multiplier representing on-target performance and interpolation used to determine payout values. Our Compensation Committee sought to set goals that contained rigorous performance hurdles that had to be met before target awards under the 2025 Annual Cash Incentive Bonus could be earned. The 2025 Annual Cash Incentive Bonus contained a threshold level below which no payout would be made.
Compensation Elements
| 2025 Bonus Metrics | 2025 Threshold | 2025 Target | 2025 Max | Metric Weighting | | Adjusted Non-GAAP Operating Income % | -6% | 2% | 15% | 100% |
Compensation Elements
2025 Cash Incentive Bonus Results: 2025 Non-GAAP operating income % was 2.9%, resulting in a bonus achievement of 107% for our NEOs. The Compensation Committee exercised its discretion to reduce the annual incentive payout for our NEOs from 107% to 103% achievement of the applicable target bonus amount to align with annual incentive payout outcomes for other non-NEO employees, reflecting the Committee’s emphasis on alignment with overall company performance. The resulting payments to the NEOs were as follows:
Compensation Elements
| Named Executive Officer | Target Bonus as a Percent of Base Salary (%) | Actual Bonus as a Percent of Base Salary (%) | | R. Matthew Johnson | 130% | 134% | | Dean Butler | 100% | 103% | | Brandon Tolany | 100% | 103% | | Robert Conrad | 100% | 103% |
Compensation Elements
Appendix I provides a reconciliation of GAAP and non-GAAP executive compensation financial measures. Long-Term Incentive Awards. The Compensation Committee uses long-term incentive compensation, typically in the form of PSUs and RSUs, to retain our NEOs and ensure leadership continuity, to align their interests with the interests of our stockholders and to provide incentives that we believe encourage behaviors that will maximize stockholder value. In 2025, the Compensation Committee increased the PSU and RSU target values for Messrs. Johnson and Tolany to support market-competitive levels of long-term incentive opportunity and retentive holding power during the Company’s continued business recovery. Mr. Conrad’s target grant values were increased to reflect the expansion of his responsibilities during 2025 to include leadership of the Company’s business units and worldwide operations. The NEOs were granted the following PSU and RSU awards during 2025:
Compensation Elements
| | PSU Awards | | RSU Awards | | | Named Executive Officer | Target Number of Shares (#) | Grant Date Fair Value ($) | Number of Shares (#) | Grant Date Fair Value ($) | | R. Matthew Johnson | 29,277 | 4,378,083 | 39,282 | 5,231,184 | | Dean Butler | 10,979 | 1,641,800 | 14,731 | 1,961,727 | | Brandon Tolany | 15,736 | 2,353,161 | 21,114 | 2,811,751 | | Robert Conrad | 12,231 | 1,748,631 | 14,732 | 1,961,860 |
Compensation Elements
PSU Awards Granted in 2023. For the 2023 PSU award, a payment in shares of our common stock relative to the target number of units was eligible to be earned upon the Company achieving goals based on a three-year revenue compound annual growth rate (Revenue CAGR) and non-GAAP operating margin (OI Margin) in fiscal 2024 and 2025. The Revenue CAGR metric was set at the beginning of 2023 and was measured at the end of 2025 and weighted at 50%. The OI Margin metric was set at the beginning of 2023, with two measurement points. The first measurement was made at the end of fiscal 2024. The second and final OI Margin measurement was made at the end of fiscal 2025. Each of these OI Margin measurements was weighted at 25%. Award payments could range from 0% up to 200% of the target number of units and are scaled linearly against a base revenue or non-GAAP operating margin, all tracking to our stated financial model. Each measurement had a discrete achievement threshold below which the payout is 0%. Due to the severe industry downturn in the middle of this award’s performance period, the company did not meet the funding threshold of any metric for the 2023 PSU Awards, leading to an overall achievement of zero earned units for these grants. 2023 PSU metrics and targets are included in the following table.
Compensation Elements
PSU Awards Granted in 2024 and 2025. Beginning in 2024, we changed our goal-setting process to account for industry cyclicality. For each PSU award, a payment in shares of our common stock relative to the target number of units awarded may be earned upon the Company achieving goals based on revenue growth rate (Revenue Growth Rate) and non-GAAP operating margin (OI Margin) over a three-year period. Each of these metrics is weighted at 50%. Award payments may range from 0% up to 200% of the target number of units and are scaled linearly against a base revenue or OI Margin percentage for each measurement, all tracking to our stated financial model. Each metric has a discrete achievement threshold below which the payout value is 0. The Revenue Growth Rate metric is set at the beginning of the performance period and based on our long-term financial model, which targets 20% revenue growth each year. Revenue Growth Rate is measured at the end of each fiscal year, with the payout, if any, based on the average achievement of Years 1, 2 and 3. The OI Margin metric is dynamic and linked to our achieved revenue level. While the target OI Margin is dynamic, it is based on a relationship between revenue and the corresponding OI Margin for that revenue level in our long-term financial model, established at the beginning of the performance period. Given the pre-established relationship, no PSU goals can be adjusted during the performance period of the plan. OI Margin is measured at the end of each fiscal year, with the payout, if any, based on the average achievement of Years 1, 2 and 3. The 2024 PSUs and the 2025 PSUs will be earned based upon the level of achievement of the following multi-year performance criteria:
RSU Awards Granted in 2025
RSU Awards Granted in 2025 The RSU awards granted in 2025 provide a retention incentive and align the interests of our executive officers with those of our stockholders. These RSUs generally vest in three annual installments on each anniversary of the date of grant.
Equity Grant Practices
Equity Grant Practices The Compensation Committee currently pre-establishes a target PSU and RSU award value for each executive officer, typically in January each year as part of its annual executive compensation review process, and with a specified future scheduled grant date. The number of shares underlying each granted award is determined by dividing the pre-approved target award value by the average of the closing market prices of our common stock over the 30 consecutive trading days ending on the second trading day preceding the effective grant date, which is the same methodology that we use for our non-employee director grants. This methodology is intended to mitigate the effect of potential short-term stock price volatility of the sizing of awards and to promote consistency and fairness in the grant process.
Compensation Arrangements Upon Termination of Employment or a Change in Control
Compensation Arrangements Upon Termination of Employment or a Change in Control The equity awards granted to our NEOs under the Company’s 2009 Stock Incentive Plan, as amended and restated on April 22, 2021, and the CEO Severance Agreement entered into with Mr. Johnson and the Executive Severance Agreements entered into with Messrs. Butler, Tolany and Conrad approved by the Board in July 2024 provide for the following potential payments and benefits upon a Change in Control Termination (as defined in the agreements): (a) 100% of annual base salary (200% in the case of the CEO), (b) 100% of target variable compensation for a full fiscal year (200% in the case of the CEO), (c) any actual earned bonus, commission or other short term cash incentive compensation for the fiscal year preceding the Change in Control Termination to the extent such amount has not already been paid, (d) a pro-rated portion of target variable compensation for the full fiscal year in which the Change in Control Termination occurs, (e) stock options, restricted stock, and RSUs shall become fully vested, (f) PSU units shall be vested at the greater of actual performance or 100% of the target value, and (g) a lump sum equal to the grossed up costs of 12 months of continued COBRA coverage (24 months in the case of the CEO). In addition, the Executive Severance Agreements provide certain specified severance benefits to the NEOs upon a Non-CIC Termination (as defined in the agreements). The benefits are provided at a level that the Compensation Committee believes to be comparable to those of companies of similar size in our industry sector. Detailed information concerning the CEO Severance Agreement and the Executive Severance Agreements and the treatment of equity awards under the Company’s 2009 Stock Incentive Plan in the event of a change in control, including the events that trigger benefits and the severance benefits provided upon the occurrence of such events, is discussed below under the heading “Potential Payments Upon Termination or Change in Control.” We have provided for this treatment based on our belief that such treatment ensures that the executive officers remain focused on their responsibilities in the event of a potential transaction that will result in a significant benefit to our stockholders.
Additional Compensation Policies
Stock ownership levels must be met by individuals within a prescribed period of time from the date the executive becomes subject to the guidelines, as stated in our Corporate Governance Policy. Shares of our common stock owned and RSUs are included when determining whether an executive has met the required ownership levels, but any unvested options or PSUs are not included. All NEOs currently comply with these stock ownership guidelines or are on track to comply within the applicable phase-in period. Compensation Recovery Policy. In October 2023, we adopted a clawback policy that complies with the Nasdaq Listing Rules and Rule 10D-1 under the Exchange act. The policy provides for the mandatory recoupment of erroneously awarded cash and equity-based incentive compensation received by current or former executive officers in the event we are required to prepare an accounting restatement due to material non-compliance with financial reporting requirements under the federal securities laws. Our 2009 Stock Incentive Plan provides that all awards granted under such plan (both time-based and performance-based) will be subject to recoupment in accordance with any policies we may adopt to the extent applicable and permissible under applicable law. Insider Trading Policies and Procedures. We maintain an Insider Trading Policy that governs the purchase, sale, and other transactions in our securities by our directors, officers, and employees that is reasonably designed to promote compliance with insider trading laws, rules, and regulations. Our policy prohibits trading in Company securities when any of these individuals (or their family members or entities that they control) are in possession of material non-public information. The policy also provides for “black-out periods” during which certain individuals are prohibited from transacting in our securities, as well as pre-clearance procedures for certain individuals, including all executive officers and directors, before engaging in certain transactions. The policy also prohibits certain hedging and pledging transactions that may lead to inadvertent violations of the policy or otherwise create the appearance of impropriety or violations. Policy Regarding the Pricing and Timing of Equity Awards. While we have not adopted a formal policy regarding the timing of equity awards, the Compensation Committee has historically made annual equity award grants to our NEOs, during the first quarter of the fiscal year. This timing allows the Compensation Committee to have the benefit of considering our year-end financial and operational results prior to setting any performance goals applicable to equity grants. The Committee neither grants equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates. We do not currently grant stock options or stock appreciation rights.
Section
Section 280G of the Internal Revenue Code. Section 280G of the Code disallows a tax deduction with respect to excess parachute payments to certain executives of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% penalty on the individual receiving the excess payment. Parachute payments are compensation that is linked to or triggered by a change in control and may include, but are not limited to, transaction bonus payments, severance payments, certain fringe benefits and payments and acceleration of vesting under long-term incentive plans. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s prior compensation. In approving the compensation arrangements for our NEOs in the future, our Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, our Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. Note that none of our NEOs (or other executives or employees) are entitled to any tax gross-up or similar payments with respect to any excise taxes that may be imposed in accordance with the foregoing. Accounting Treatment of Executive Compensation. The Company follows Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) in accounting for our stock-based awards. ASC Topic 718 requires companies to measure the compensation cost for all stock-based options and awards to employees (including our executive officers) and directors based on the “fair value” on the date of grant. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the fair value of their stock-based options and awards in their income statements over the period that an executive officer is required to render service in exchange for his or her grant.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2),(3) | Non-equity Incentive Plan Compensation ($) | All Other Compensation ($)(4) | Total ($) | | R. Matthew Johnson President and Chief Executive Officer | 2025 | 715,862 | | 9,609,267 | 958,889 | 12,059 | 11,296,077 | | | 2024 | 689,000 | — | 6,513,835 | — | 6,628 | 7,209,463 | | | 2023 | 563,710 | — | 6,321,406 | — | 9,605 | 6,894,721 | | Dean Butler Senior Vice President and Chief Financial Officer | 2025 | 475,000 | 500,000 | 3,603,527 | 489,250 | 11,328 | 5,079,105 | | | 2024 | 297,789 | 500,000 | 5,253,195 | — | 91,426 | 6,142,410 | | Brandon Tolany Senior Vice President of Worldwide Sales | 2025 | 424,446 | — | 5,164,913 | 437,284 | 6,478 | 6,033,121 | | | 2024 | 414,000 | — | 2,388,405 | — | 6,457 | 2,808,862 | | | 2023 | 379,288 | — | 2,369,900 | — | 10,197 | 2,759,385 | | Robert Conrad Senior Vice President of Worldwide Operations | 2025 | 450,000 | | 3,710,491 | 463,500 | 10,028 | 4,634,019 | | | 2024 | 302,885 | — | 3,152,154 | — | 106,058 | 3,561,097 |
Summary Compensation Table
| (1) For 2024 and 2025, Dean Butler received two equal payments of $500,000, as outlined in his offer of employment dated May 15, 2024. |
Summary Compensation Table
| (2) Amounts shown do not reflect compensation actually received by the Named Executive Officer but represent the grant date fair value of RSUs and PSUs as determined pursuant to ASC Topic 718 (disregarding any estimate of forfeitures). The assumptions underlying the calculation under ASC Topic 718 are discussed under Note 14, Stock-Based Compensation, in our Form 10-K for the fiscal year ended January 03, 2026. |
Summary Compensation Table
| (3) Includes PSUs that are shown at 100% of target because target was determined to be the probable outcome for the performance period at the time of grant. The following is the aggregate grant date fair value of PSUs granted in 2025 if we assumed the maximum amounts (200% of target) will be earned: Mr. Johnson - $8,756,165, Mr. Butler - $3,283,599, Mr. Tolany - $4,706,323, and Mr. Conrad - $3,497,261. |
Summary Compensation Table
| (4) 2025 Other Compensation for Messrs. Johnson, Butler, Tolany, and Conrad includes Company-paid life insurance premiums and disability premiums, and executive physicals. Employer matching contributions into the Company’s 401(k) Plan for fiscal 2025 of $5,000 were made for Johnson, Butler, Tolany, and Conrad. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-based Awards Table for Fiscal 2025
Grants of Plan-based Awards Table for Fiscal 2025
Grants of Plan-based Awards Table for Fiscal 2025
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) ($) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) (#) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards Awards(4) ($) | | Names | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | R. Matthew Johnson | | 12,100 | 930,800 | 1,861,600 | — | — | — | — | — | | | 2/15/2025 | — | — | — | 1 | 29,277 | 58,554 | — | 4,378,083 | | | 5/15/2025 | — | — | — | — | — | — | 39,282 | 5,231,184 | | Dean Butler | | 6,175 | 475,000 | 950,000 | — | — | — | — | — | | | 2/15/2025 | — | — | — | 1 | 10,979 | 21,958 | — | 1,641,800 | | | 5/15/2025 | — | — | — | — | — | — | 14,731 | 1,961,727 | | Brandon Tolany | | 5,519 | 424,500 | 849,000 | — | — | — | — | — | | | 2/15/2025 | — | — | — | 1 | 15,736 | 31,472 | — | 2,353,161 | | | 5/15/2025 | — | — | — | — | — | — | 21,114 | 2,811,751 | | Robert Conrad | | 5,850 | 450,000 | 900,000 | — | — | — | — | — | | | 2/15/2025 | — | — | — | 1 | 7,320 | 14,640 | — | 1,094,633 | | | 5/15/2025 | — | — | — | 1 | 4,911 | 9,822 | — | 653,998 | | | 5/15/2025 | — | — | — | — | — | — | 14,732 | 1,961,860 |
Grants of Plan-based Awards Table for Fiscal 2025
| (1) Amounts shown represent amounts that were available under the 2025 Bonus Plan. Actual bonuses received under the 2025 Bonus Plan by the executive officers are reported in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.” |
Grants of Plan-based Awards Table for Fiscal 2025
| (2) Represents PSUs granted under the 2009 Plan. The number of PSUs that executives may earn is based on revenue growth rate (Revenue Growth Grate) and non-GAAP operating margin percentage (OI Margin) over a three-year performance period. Each of these metrics is weighted at 50% and is measured at the end of each fiscal year, with the payout, if any, based on the average achievement of Years 1, 2 and 3. |
Grants of Plan-based Awards Table for Fiscal 2025
| (3) Represents time-based RSUs granted under the 2009 Plan. Subject to the executive’s continued service, the time-based RSUs vest in three annual installments on each anniversary of the date of grant. |
Grants of Plan-based Awards Table for Fiscal 2025
| (4) The grant date fair value of equity awards, including RSUs and PSUs shown at target. A discussion of the assumptions underlying the calculation under ASC Topic 718 is found under Note 14, Stock-Based Compensation in our Form 10-K for the fiscal year ended January 03, 2026. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows all holdings of unexercised stock options and unvested RSU and PSU awards for each of our NEOs as of January 03, 2026. Their market values are based on the closing selling price per share of our common stock on the NASDAQ Global Select Market on the last trading day of fiscal 2025, which was $131.93.
Outstanding Equity Awards at Fiscal 2025 Year-End Table
Outstanding Equity Awards at Fiscal 2025 Year-End Table
Outstanding Equity Awards at Fiscal 2025 Year-End Table
| | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity Incentive Plan Awards: | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) | | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | | Exercisable | Unexercisable | | | | | | | | R. Matthew Johnson | 2/15/2023 | — | — | — | — | — | — | 21,976(1) | 2,899,294 | | | 5/15/2023 | — | — | — | — | 5,331(2) | 703,319 | — | — | | | 2/15/2024 | — | — | — | — | — | — | 23,684(3) | 3,124,630 | | | 5/15/2024 | — | — | — | — | 15,971(4) | 2,107,054 | — | — | | | 2/15/2025 | — | — | — | — | — | — | 29,277(5) | 3,862,515 | | | 5/15/2025 | — | — | — | — | 39,282(6) | 5,182,474 | — | — | | Dean Butler | 5/15/2024 | — | — | — | — | — | — | 11,978(7) | 1,580,258 | | | 5/15/2024 | — | — | — | — | 7,986(4) | 1,053,593 | — | — | | | 5/15/2024 | — | — | — | — | 7,986(2) | 1,053,593 | — | — | | | 2/15/2025 | — | — | — | — | — | — | 10,979(5) | 1,448,459 | | | 5/15/2025 | — | — | — | — | 14,731(6) | 1,943,461 | — | — | | Brandon Tolany | 2/15/2023 | — | — | — | — | — | — | 9,105(1) | 1,201,223 | | | 5/15/2023 | — | — | — | — | 1,600(2) | 211,088 | — | — | | | 2/15/2024 | — | — | — | — | — | — | 8,684(3) | 1,145,680 | | | 5/15/2024 | — | — | — | — | 5,856(4) | 772,582 | — | — | | | 2/15/2025 | — | — | — | — | — | — | 15,736(5) | 2,076,050 | | | 5/15/2025 | — | — | — | — | 21,114(6) | 2,785,570 | — | — | | Robert Conrad | 5/15/2024 | — | — | — | — | — | — | 7,986(3) | 1,053,593 | | | 5/15/2024 | — | — | — | — | 10,648(4) | 1,404,791 | — | — | | | 2/15/2025 | — | — | — | — | — | — | 7,320(5) | 965,728 | | | 5/15/2025 | — | — | — | — | — | — | 4,911(5) | 647,908 | | | 5/15/2025 | — | — | — | — | 14,732(6) | 1,943,593 | — | — |
Outstanding Equity Awards at Fiscal 2025 Year-End Table
| (1) Represents target number of PSUs vesting on February 15, 2026. The final number of shares of common stock to be earned and settled will be subject to the terms of applicable award agreements. |
Outstanding Equity Awards at Fiscal 2025 Year-End Table
| (2) Assuming continued service, the time-based RSUs shall vest on May 15, 2026. |
Outstanding Equity Awards at Fiscal 2025 Year-End Table
| (3) Represents target number of PSUs vesting on February 15, 2027. The final number of shares of common stock to be earned and settled will be subject to the terms of applicable award agreements. |
Outstanding Equity Awards at Fiscal 2025 Year-End Table
| (4) Assuming continued service, the RSUs shall vest one-half on each of May 15, 2026 and May 15, 2027, respectively. |
Outstanding Equity Awards at Fiscal 2025 Year-End Table
| (5) Represents target number of PSUs vesting on February 15, 2028. The final number of shares of common stock to be earned and settled will be subject to the terms of applicable award agreements. |
Outstanding Equity Awards at Fiscal 2025 Year-End Table
| (6) Assuming continued service, the RSUs shall vest one-third on each of May 15, 2026, May 15, 2027 and May 15, 2028, respectively. |
Outstanding Equity Awards at Fiscal 2025 Year-End Table
| (7) Represents target number of PSUs vesting on January 31, 2027. The final number of shares of common stock to be earned and settled will be subject to the terms of applicable award agreements. |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table The following table shows gains realized from the exercise of stock options and shares acquired upon the vesting of stock awards with respect to our Named Executive Officers during fiscal 2025.
Option Exercises and Stock Vested Table During Fiscal 2025
Option Exercises and Stock Vested Table During Fiscal 2025
Option Exercises and Stock Vested Table During Fiscal 2025
| | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | R. Matthew Johnson | — | — | 19,382 | 2,581,101 | | Dean Butler | — | — | 11,977 | 1,594,977 | | Robert Conrad | — | — | 5,324 | 708,997 | | Brandon Tolany | 18,270 | 1,572,742 | 6,347 | 845,230 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Consistent with practices within our industry, we also provide certain post-employment termination benefits. We have implemented these programs in order to ensure we are able to continue to attract and retain top talent as well as ensure that during the uncertainty associated with a potential change in control or succession plan, the executives remain focused on their responsibilities and ensure a maximum return for our stockholders. Executive Agreements. We have entered into a CEO Severance Agreement with Mr. Johnson and Executive Severance Agreements with Messrs. Butler, Tolany, and Conrad. The agreements provide for the following potential payments and benefits upon a Change in Control Termination (as defined in the agreements), provided that the executive executes and does not revoke a release of claims and separation agreement and provided such release agreement becomes effective (without having been revoked) by the 60th day following the executive separation or such earlier date required by the release: (a) a lump sum cash payment of 100% of annual base salary (200% in the case of the CEO), (b) a lump sum cash payment equal to 100% of target variable compensation for a full fiscal year (200% in the case of the CEO), (c) a lump sum cash payment equal to any actual earned bonus, commission or other short term cash incentive compensation for the fiscal year preceding the Change in Control Termination to the extent such amount has not already been paid, (d) a lump sum cash payment equal to a pro-rated portion of target variable compensation for the full fiscal year in which the Change in Control Termination occurs, (e) stock options, restricted stock, and restricted stock units shall become fully vested, (f) performance stock units shall be vested at the greater of actual performance or 100% of the target value and (g) a lump sum cash payment equal to the pre-tax cost of 12 months of continued COBRA coverage (24 months in the case of the CEO). Change in Control Termination occurs if the executive officer is demoted, relocated, or terminated other than for misconduct within the period beginning upon the earlier of our execution of a definitive agreement that results in a change in control or 90 days prior to a change in control and ending 18 months following the change in control transaction. The agreements provide for any change in control payments subject to Section 280G of the Code to be equal to the greater of: (i) the aggregate parachute payments reduced to the maximum amount that would not subject the executive to relevant excise taxes; or (ii) the aggregate parachute payments, with the executive paying the relevant excise taxes and such other applicable federal, state and local income and employment taxes. Under this “best after tax” provision, the NEO is solely responsible for payment of excise taxes and other applicable federal, state, and local income and employment taxes. The agreements also provide for the following potential payments and benefits upon a Non-CIC Termination (as defined in the agreements), provided that the executive executes and does not revoke a release of claims and separation agreement and provided such release agreement becomes effective (without having been revoked) by the 60th day following the executive’s separation or such earlier date required by the release: (a) a lump sum cash payment equal to 100% of annual base salary, (b) a lump sum cash payment equal to 100% of target variable compensation for a full fiscal year, (c) a lump sum cash payment equal to any actual earned bonus, commission or other short term cash incentive compensation for the fiscal year preceding the Non-CIC Termination to the extent such amount has not already been paid, (d) a pro-rated portion of actual earned bonus for the full fiscal year in which the Non-CIC Termination occurs, (e) restricted stock units that would have vested within 12 months following such termination shall become fully vested, and (f) a lump sum cash payment equal to the pre-tax cost of 12 months of continued COBRA coverage. Equity Compensation. The 2009 Stock Incentive Plan (“the 2009 Plan”) includes the following general change in control provisions, which may result in the accelerated vesting of outstanding stock options and stock awards:
Potential Payments Upon Termination or Change in Control
| • | Automatic Acceleration of Awards if not Assumed: In the event that we experience a change in control, the vesting of outstanding equity awards will automatically fully accelerate and any transfer restrictions or repurchase rights will lapse, unless the awards are assumed or replaced by the successor company or otherwise continued in effect. |
Potential Payments Upon Termination or Change in Control
| • | Discretionary Acceleration of Awards: Our Compensation Committee, as plan administrator of the Plans, has the authority to accelerate the vesting of all outstanding equity awards at any time, including in the event of a change in control of the Company, by means of a “hostile take-over” or otherwise, whether or not those awards are assumed or replaced or otherwise continued in effect. |
Potential Payments Upon Termination or Change in Control
| • | Acceleration Upon Termination After a Change in Control: During a change in control, our Compensation Committee may provide for the acceleration of vesting if a participant (including a Named Executive Officer) is involuntarily terminated within a period of 18 months following a change in control. Pursuant to this authority, the terms of the stock options and stock awards granted to the NEOs and other participants under the Plans provide for such acceleration in vesting in the event of involuntary termination within 18 months following a change in control. Involuntary Termination includes termination by the successor company for reasons other than misconduct or resignation by the individual following a material reduction in duties, a material reduction in compensation, or involuntary relocation. |
Potential Payments Upon Termination or Change in Control
The following table depicts potential compensation arrangements with our NEOs as a result of a change in control that subsequently results in involuntary termination. Such termination is assumed to occur on January 03, 2026. the last business day of our fiscal 2025, and the amounts shown are based on each NEO’s target compensation for 2025.
Potential Payments Upon Termination or Change in Control
| Name | Severance Payment ($) | Target Bonus Payment ($) | Intrinsic Value of Accelerated Equity(1)(2) ($) | COBRA Payment ($) | Total ($) | | R. Matthew Johnson | 1,450,000 | 1,861,600 | 17,879,286 | 100,923 | 21,291,809 | | Dean Butler | 475,000 | 475,000 | 7,079,364 | 66,862 | 8,096,226 | | Brandon Tolany | 428,000 | 424,500 | 8,192,193 | 49,560 | 9,094,253 | | Robert Conrad | 450,000 | 450,000 | 6,015,612 | 64,746 | 6,980,358 |
Potential Payments Upon Termination or Change in Control
| (1) Value is based upon the closing selling price per share of our common stock on the NASDAQ Global Select Market on the last trading day of fiscal 2025, which was $131.93, less (if applicable) the option exercise price payable per share. |
Potential Payments Upon Termination or Change in Control
| (2) Outstanding and unearned PSUs are assumed at target value. |
Potential Payments Upon Termination or Change in Control
The following table depicts potential compensation arrangements with our NEOs as a result of a termination in employment that is not covered by change in control. Such termination is assumed to occur on January 03, 2026, the last business day of our fiscal 2025, and the amounts shown are based on each NEO’s target compensation for 2025.
Potential Payments Upon Termination or Change in Control
| Name | Severance Payment ($) | Target Bonus Payment ($) | Pro-rata Current Year Bonus Payment (1) ($) | Intrinsic Value of Accelerated Equity (2) ($) | COBRA Payment ($) | Total ($) | | R. Matthew Johnson | 725,000 | 930,800 | 958,889 | 3,484,271 | 50,462 | 6,149,422 | | Dean Butler | 475,000 | 475,000 | 489,250 | 2,228,166 | 66,862 | 3,734,278 | | Brandon Tolany | 428,000 | 424,500 | 437,284 | 1,525,902 | 49,560 | 2,865,246 | | Robert Conrad | 450,000 | 450,000 | 463,500 | 1,350,172 | 64,746 | 2,778,418 |
Potential Payments Upon Termination or Change in Control
| (1) Pro-rata current year bonus payment calculation based upon 2025 full fiscal year as all NEOs worked through the end of the fiscal year. Note that no bonus was paid in 2024 based upon business results. |
Potential Payments Upon Termination or Change in Control
| (2) Value is based upon the closing selling price per share of our common stock on the NASDAQ Global Select Market on the last trading day of fiscal 2025, which was $131.93, less (if applicable) the option exercise price payable per share. |
CEO Pay Ratio
CEO Pay Ratio The CEO Pay Ratio analysis is a required disclosure enacted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). A reasonable estimate was prepared of the ratio of our CEO’s annual total compensation for fiscal year 2025 to the annual total compensation of our median employee (excluding our CEO) for the same period. The 2025 calculation of all employees’ compensation was determined in the same manner as the “Total Compensation” shown for our CEO in the “Summary Compensation Table” with some adjustments necessary to report all amounts in US currency. Pay elements included in the annual total compensation for our median employee may include all or some of the following:
CEO Pay Ratio
| • | Base salary including 13th month payments |
CEO Pay Ratio
| • | Bonus, including quarterly cash bonus program, recruiting referral bonuses, and ad-hoc bonuses earned via outstanding performance |
CEO Pay Ratio
| • | Sales commissions |
CEO Pay Ratio
| • | Benefits, as provided to eligible roles in certain markets such as Company-paid life insurance premiums, car allowances or reimbursement for Company-paid executive physicals |
CEO Pay Ratio
| • | Long term incentives including RSUs and Restricted Cash Awards (“RCAs”) as provided to eligible roles in certain markets |
CEO Pay Ratio
Our calculations were prepared consistent with past years and based on our median employee as of December 31, 2025. We determined the compensation of our median employee by calculating the annual total compensation using the applicable components above. The annual total compensation for our CEO as represented in the Summary Compensation Table was $11,296,077 and the compensation of our median employee was $110,759. The resulting ratio is 102 to 1. This information is being provided to comply with the SEC’s disclosure rules. In calculating the pay ratio, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industries, scope of international operations, business models and scale, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their respective pay ratios. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The amounts reported in this table are not additional amounts received by our chief executive officer and non-PEO NEOs in excess of the amounts reported in the Summary Compensation Table (“SCT”). The “compensation actually paid” set forth in the table below does not reflect amounts actually realized by our NEOs, and the Compensation Committee did not consider the pay versus performance disclosure below when making compensation decisions for any of the years presented. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.” Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. Total shareholder return (“TSR”) has been calculated in a manner consistent with Item 402(v) of Regulation S-K.
Pay Versus Performance
| (a) Year | (b) SCT Total for CEO (1) | (c) Compensation Actually Paid to CEO (2) | (d) Average SCT Total for non-CEO NEOs (3) | (e) Average Compensation Actually Paid to non-CEO NEOs (4) | (f) Company TSR (5) | (g) Index TSR (6) | (h) Net Income (Loss) (7) | (i) Net Revenue (8) | | FY2025 | $11,296,077 | $10,378,479 | $5,248,748 | $4,883,701 | $103.60 | $278.99 | $(64,907,000) | $784,764,000 | | FY2024 | $7,209,463 | $5,595,623 | $2,805,765 | $1,869,794 | $100.35 | $192.33 | $(191,010,000) | $584,386,000 | | FY2023 | $6,894,721 | $(8,812,005) | $2,284,928 | $(1,837,095) | $103.87 | $155.35 | $(34,516,000) | $782,258,000 | | FY2022 | $6,756,233 | $647,273 | $2,411,000 | $(874,461) | $106.54 | $93.02 | $91,402,000 | $1,024,106,000 | | FY2021 | $17,016,409 | $21,049,328 | $4,380,950 | $11,180,775 | $162.10 | $142.85 | $2,117,399,000 | $926,572,000 |
Pay Versus Performance
| (1) G. Tyson Tuttle was CEO during FY2021, and R. Matthew Johnson became CEO in FY2022, effective January 2, 2022. The dollar amounts reported in column (b) are the amounts of total compensation reported for the CEO for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (2) The Compensation Actually Paid Schedule shown below sets forth the adjustments made to arrive at the “compensation actually paid” to our Chief Executive Officer. |
Pay Versus Performance
| (3) During FY2021, our non-CEO NEOs were R. Matthew Johnson, John Hollister, Brandon Tolany, and Sandeep Kumar. During FY2022 and FY2023, our non-CEO NEOs were John Hollister, Brandon Tolany, and Sandeep Kumar. During FY2024, our non-CEO NEOs were John Hollister, Brandon Tolany, Mark Mauldin, Dean Butler and Robert Conrad. During FY2025, our non-CEO NEOs were Brandon Tolany, Dean Butler, and Robert Conrad. The dollar amounts reported in column (d) represent the average of the compensation reported for the NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance
| (4) The Compensation Actually Paid Schedule shown below sets forth the adjustments made to arrive at the average “compensation actually paid” to our non-CEO NEOs. |
Pay Versus Performance
| (5) Represents the Company’s common stock cumulative TSR on a fixed investment of $100 over the FY starting from the market close on the last trading day of FY2020 through the end of each applicable year in the table, assuming reinvestment of any dividends. |
Pay Versus Performance
| (6) Represents the cumulative TSR of the PHLX Semiconductor Index, the Company’s peer group for this purpose, on a fixed investment of $100 over the FY starting from the market close on the last trading day of FY2020 through the end of each applicable year in the table. |
Pay Versus Performance
| (7) GAAP Net Income (Loss) as reported under the Company’s Consolidated Statements of Operations on Form 10-K of the applicable year. |
Pay Versus Performance
| (8) Refers to the GAAP Net Revenue as reported under the Company’s Consolidated Statements of Operations on Form 10-K of the applicable year. The amount shown for FY2021 included $205,712,000 to adjust for the revenue earned in the divested infrastructure and automotive business of the Company through July 3, 2021 of that year, as more fully discussed under Note 3, Discontinued Operations , in our Form 10-K for the year ending January 01, 2022. |
List of Most Important Financial Performance Measures
| | FY2025 | | | Compensation Actually Paid Schedule: | CEO | Average non-CEO NEO | | Summary Compensation table total for applicable year. | 11,296,077 | 5,248,748 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation table for applicable yea r. | (9,609,267) | (4,159,644) | | Increase based on ASC Topic 718 fair value of Awards granted during applicable year that remain unvested as of applicable year end, determined as of applicable year end. | 8,753,369 | 3,807,613 | | Increase/deduction for Awards granted in prior years that were outstanding and unvested as of applicable year end, determined based on change in ASC Topic 718 fair value from the prior year end to the applicable year end. | (166,169) | (55,504) | | Increase/deduction for Awards granted in prior years that vested during the applicable year, determined based on change in ASC Topic 718 fair value from the prior year end to the vesting date. | 104,469 | 42,488 | | Deduction of Awards granted in prior year that were forfeited in the applicable year, determined based on ASC Topic 718 fair value as of prior year end. | — | — | | Compensation Actually Paid - | 10,378,479 | 4,883,701 |
Pay Versus Performance Relationship Disclosures
Pay Versus Performance Relationship Disclosures The chart below provides a comparison between the compensation actually paid to our CEO and our average compensation actually paid to our other NEOs, as reported in the table above, against the Company total shareholder return and the PHLX Semiconductor Index total shareholder return. As demonstrated below, the trend in NEO compensation has largely been aligned to the trend in TSR. The chart below illustrates the correlation between compensation actually paid to our CEO and average compensation actually paid to our other NEOs, as reported in the table above, against the Company’s GAAP net income for FY2021, FY2022, FY2023, FY2024, and FY2025. Our FY2021 net income was heavily influenced by our divestiture event in the year. The chart below illustrates the correlation between compensation actually paid to our CEO and average compensation actually paid to our other NEOs, as reported in the table above, against the Company’s annual GAAP net revenue for FY2021, FY2022, FY2023, FY2024, and FY2025. FY2021 actual compensation values were heavily influenced by our stock price increase and our PSU performance, post our divestiture event in the year. FY2022 actual compensation values were heavily influenced by underperformance of prior performance- based awards and related Compensation Actually Paid (“CAP”) deductions. FY2023 actual compensation values were heavily influenced by our PSU underperformance and related CAP deductions.